VARIABLE INSURANCE PRODUCTS III
N-30D, 2000-08-25
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Fidelity® Variable Insurance Products:

Balanced Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

3

A review of what happened in world markets during the past six months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The managers' review of fund performance, strategy
and outlook.

Investments

8

A complete list of the fund's investments with their
market values.

Financial Statements

19

Statements of assets and liabilities, operations, and
changes in net assets, as well as financial highlights.

Notes

23

Notes to the financial statements.

Proxy Voting Results

26

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of the fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

>Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Balanced -
Initial Class

-0.43%

11.87%

12.20%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500 ®

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Balanced Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,815 - an 88.15% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class

-0.57%

11.77%

12.11%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,735 - an 87.35% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflects a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class 2

-0.63%

11.76%

12.09%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,723 - an 87.23% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Fund Talk: The Managers' Overview

(automated graphic)   (automated graphic)   

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six- and 12-month periods that ended June 30, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned 1.45% and 6.44%, respectively, during these time frames.

Q. Why did the fund trail its benchmark during the
six-month period?

J.A. Having an average underweighting in technology hurt during the sector's impressive run-up early in the period. The fund's underexposure to tech was double trouble in the sense that most other areas of the market in which the fund was invested had a difficult period. So, even though the technology group corrected sharply in the spring - as the market turned elsewhere for growth - it was up so much in the first half that, for all intents and purposes, our fate was sealed.

Q. What were some of your strategies and how did they influence performance?

J.A. I maintained an emphasis on equities during the market's upturn, adding convertible securities in lieu of pure stocks. I used convertibles as an indirect, less volatile way to participate in some of the growth stories I liked within the technology sector. This strategy helped provide some nice yield and afforded us the added benefit of downside protection, as convertible securities gave back less than their pure stock equivalents during the correction. When things started to fall apart for tech, I took advantage of the opportunity to increase the fund's concentration in large, high-quality companies, many of which had dropped sharply from their highs of the period. However, the fund was hurt for not owning enough of the period's top performers along the way, namely Oracle and Intel. On a more positive note, the fund's healthy exposure to large drug companies such as Warner-Lambert and Eli Lilly helped, as the group rallied behind renewed enthusiasm for strong new product pipelines. Warner-Lambert merged with Pfizer - another fund holding - just prior to the close of the period. The fund's lack of exposure to a generally weak consumer nondurables sector, and some good picks in media stocks such as Viacom, further aided relative performance.

Q. What other stocks performed well for the fund? Which disappointed?

J.A. A number of the fund's financial holdings performed well - most notably Bank of New York and Morgan Stanley Dean Witter - benefiting from strong capital markets activity. Tech stocks we did own, including Texas Instruments, EMC and Micron Technology, also added meaningfully to performance. Conversely, those that weren't so hot included Motorola, Alltel and Lucent. Motorola was, by far, the fund's worst performer, slipping on execution problems and narrowing margins in its cellular handset business. Traditional telecommunications providers AT&T and WorldCom fell prey to increased competition and falling prices.

Q. Turning to you, Kevin, how did the fund's bond investments fare?

K.G. The investment-grade portion of the fund performed well during the six-month period, benefiting from its exposure to a strong rally in the government market. An announcement by the U.S. Treasury in January of its intent to repurchase long-term debt and reduce future issuance sent the price of the long bond higher and its yield lower. This action, coupled with rising short-term interest rates, induced an inverted yield curve, which occurs when short-term issues provide a higher yield than their longer-term counterparts. This inversion hurt the spread sectors - most notably corporate bonds and mortgage securities - with yield spreads widening out significantly relative to comparable duration Treasuries. The fund was well-positioned for these changes, as we responded to the buybacks by reducing our exposure to long-term corporates in exchange for more Treasuries, which worked out beautifully. This strategy helped the fund's bond subportfolio outperform the Lehman Brothers Aggregate Bond Index during the period. So, despite the Federal Reserve Board's efforts to raise rates during the period, the supply/demand imbalance spurred by the Treasury buybacks helped ensure our success.

Q. John, what's your outlook?

J.A. I'm bullish overall, as business remains strong in many areas of the economy, although I temper that enthusiasm with concern about interest rates rising further. In this uncertain environment, I believe the market will begin to focus more on revenues and earnings. As such, the companies capable of delivering robust top-line growth and strong bottom-line earnings should be the ones to reap the rewards. Given the extent to which technology and the Internet have transformed the global landscape, I expect we'll see strong performance from this sector going forward.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of June 30, 2000, more than $304 million

Manager: John Avery, since 1998, and
Kevin Grant, since 1996; John Avery joined
Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 56.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.4%

Aerospace & Defense - 0.2%

Boeing Co.

13,700

$ 572,831

Textron, Inc.

4,200

228,113

800,944

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

506,825

TOTAL AEROSPACE & DEFENSE

1,307,769

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

14,104

617,050

Praxair, Inc.

16,100

602,744

1,219,794

Metals & Mining - 0.1%

Alcoa, Inc.

13,000

377,000

TOTAL BASIC INDUSTRIES

1,596,794

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.2%

AutoNation, Inc.

3,700

26,131

Danaher Corp.

9,600

474,600

500,731

Consumer Electronics - 0.1%

General Motors Corp. Class H (a)

5,400

473,850

TOTAL DURABLES

974,581

ENERGY - 3.7%

Energy Services - 0.8%

Diamond Offshore Drilling, Inc.

15,200

533,900

Halliburton Co.

12,900

608,719

Nabors Industries, Inc. (a)

16,800

698,250

Schlumberger Ltd. (NY Shares)

9,000

671,625

2,512,494

Oil & Gas - 2.9%

BP Amoco PLC

63,962

602,975

Burlington Resources, Inc.

15,000

573,750

Chevron Corp.

10,000

848,125

Conoco, Inc. Class B

50,800

1,247,775

Exxon Mobil Corp.

53,366

4,189,231

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,317,438

8,779,294

TOTAL ENERGY

11,291,788

FINANCE - 7.4%

Banks - 1.0%

Bank of America Corp.

15,100

649,300

Shares

Value (Note 1)

Bank of New York Co., Inc.

41,700

$ 1,939,050

Chase Manhattan Corp.

10,500

483,656

3,072,006

Credit & Other Finance - 2.3%

American Express Co.

70,900

3,695,663

Citigroup, Inc.

56,325

3,393,581

7,089,244

Federal Sponsored Credit - 1.2%

Fannie Mae

32,400

1,690,875

Freddie Mac

45,300

1,834,650

3,525,525

Insurance - 1.5%

AFLAC, Inc.

9,300

427,219

American International Group, Inc.

30,300

3,560,250

Hartford Financial Services Group, Inc.

8,400

469,875

4,457,344

Securities Industry - 1.4%

Charles Schwab Corp.

25,150

845,669

Merrill Lynch & Co., Inc.

7,500

862,500

Morgan Stanley Dean Witter & Co.

31,900

2,655,675

4,363,844

TOTAL FINANCE

22,507,963

HEALTH - 5.9%

Drugs & Pharmaceuticals - 5.6%

American Home Products Corp.

15,900

934,125

Amgen, Inc.

11,600

814,900

Bristol-Myers Squibb Co.

48,200

2,807,650

Eli Lilly & Co.

39,000

3,895,125

Merck & Co., Inc.

11,300

865,863

Pfizer, Inc.

84,700

4,065,600

Schering-Plough Corp.

72,400

3,656,200

17,039,463

Medical Equipment & Supplies - 0.3%

Johnson & Johnson

4,600

468,625

Medtronic, Inc.

10,000

498,125

966,750

TOTAL HEALTH

18,006,213

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.6%

General Electric Co.

206,400

10,939,184

Industrial Machinery & Equipment - 0.8%

Tyco International Ltd.

53,870

2,552,091

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,491,275

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - 4.3%

Broadcasting - 1.6%

AT&T Corp. - Liberty Media Group
Class A (a)

44,000

$ 1,067,000

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

540

Clear Channel Communications, Inc. (a)

15,400

1,155,000

Infinity Broadcasting Corp. Class A (a)

29,600

1,078,550

NTL, Inc. warrants 10/14/08 (a)

199

8,159

Time Warner, Inc.

20,208

1,535,808

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

4,500

4,849,557

Entertainment - 1.8%

MGM Grand, Inc.

12,500

401,563

Viacom, Inc. Class B (non-vtg.) (a)

56,389

3,845,025

Walt Disney Co.

29,100

1,129,444

5,376,032

Publishing - 0.7%

McGraw-Hill Companies, Inc.

42,100

2,273,400

Restaurants - 0.2%

McDonald's Corp.

20,500

675,219

TOTAL MEDIA & LEISURE

13,174,208

NONDURABLES - 1.6%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

16,700

1,247,281

Seagram Co. Ltd.

6,100

358,460

The Coca-Cola Co.

19,300

1,108,544

2,714,285

Household Products - 0.5%

Clorox Co.

14,700

658,744

Colgate-Palmolive Co.

12,100

724,488

1,383,232

Tobacco - 0.2%

Philip Morris Companies, Inc.

22,400

595,000

TOTAL NONDURABLES

4,692,517

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(k)

3

34

The Limited, Inc.

26,800

579,550

579,584

General Merchandise Stores - 1.6%

Kohls Corp. (a)

9,300

517,313

Target Corp.

21,400

1,241,200

Wal-Mart Stores, Inc.

54,900

3,163,613

4,922,126

Retail & Wholesale, Miscellaneous - 1.1%

Best Buy Co., Inc. (a)

800

50,600

Shares

Value (Note 1)

Home Depot, Inc.

53,550

$ 2,674,153

Lowe's Companies, Inc.

11,100

455,794

3,180,547

TOTAL RETAIL & WHOLESALE

8,682,257

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,531,875

Services - 0.2%

Ecolab, Inc.

18,100

707,031

TOTAL SERVICES

2,238,906

TECHNOLOGY - 19.0%

Communications Equipment - 5.3%

Cisco Systems, Inc. (a)

111,000

7,055,438

Comverse Technology, Inc. (a)

8,100

753,300

Corning, Inc.

4,000

1,079,500

Lucent Technologies, Inc.

30,200

1,789,350

Nokia AB sponsored ADR

34,200

1,707,863

Nortel Networks Corp.

53,100

3,683,465

16,068,916

Computer Services & Software - 3.4%

America Online, Inc. (a)

25,950

1,368,863

BEA Systems, Inc. (a)

14,100

697,069

DecisionOne Corp.

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Inktomi Corp. (a)

3,400

402,050

Microsoft Corp. (a)

40,400

3,232,000

Oracle Corp. (a)

38,700

3,253,219

VeriSign, Inc. (a)

4,392

775,188

Yahoo!, Inc. (a)

6,200

768,025

10,496,420

Computers & Office Equipment - 4.5%

Compaq Computer Corp.

33,600

858,900

Dell Computer Corp. (a)

42,700

2,105,644

EMC Corp. (a)

50,100

3,854,569

Hewlett-Packard Co.

8,400

1,048,950

International Business Machines Corp.

24,000

2,629,500

Network Appliance, Inc. (a)

8,300

668,150

Pitney Bowes, Inc.

11,000

440,000

Sun Microsystems, Inc. (a)

22,800

2,073,375

13,679,088

Electronic Instruments - 0.5%

Applied Materials, Inc. (a)

10,400

942,500

KLA-Tencor Corp. (a)

8,400

491,925

1,434,425

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - 5.3%

Analog Devices, Inc. (a)

12,900

$ 980,400

Broadcom Corp. Class A (a)

4,200

919,538

Flextronics International Ltd. (a)

6,500

446,469

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

39,300

5,253,919

JDS Uniphase Corp. (a)

12,200

1,462,475

Micron Technology, Inc. (a)

20,400

1,796,475

Motorola, Inc.

32,900

956,156

Sanmina Corp. (a)

7,900

675,450

Texas Instruments, Inc.

55,100

3,784,681

16,275,563

TOTAL TECHNOLOGY

57,954,412

UTILITIES - 5.7%

Cellular - 2.5%

China Telecom (Hong Kong) Ltd. (a)

90,000

800,156

Leap Wireless International, Inc.:

warrants 4/15/10 (a)(g)

75

0

warrants 4/15/10 (a)

65

0

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

725

warrants 1/15/07 (CV ratio .6) (a)

50

213

McCaw International Ltd. warrants 4/16/07 (a)(g)

290

725

Nextel Communications, Inc. Class A (a)

23,400

1,431,788

Sprint Corp. - PCS Group Series 1 (a)

35,100

2,088,450

Vodafone AirTouch PLC sponsored ADR

37,800

1,566,338

VoiceStream Wireless Corp. (a)

14,700

1,709,564

7,597,959

Electric Utility - 0.3%

AES Corp. (a)

21,800

994,625

Gas - 0.5%

Dynegy, Inc. Class A

11,600

792,425

Enron Corp.

9,200

593,400

1,385,825

Telephone Services - 2.4%

Allegiance Telecom, Inc. (a)

6,900

441,600

AT&T Corp.

16,604

525,102

BellSouth Corp.

32,000

1,364,000

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(g)

70

175

Level 3 Communications, Inc. (a)

5,400

475,200

McLeodUSA, Inc. Class A (a)

37,600

777,850

Ono Finance PLC rights 5/31/09 (a)(g)

210

2,100

Qwest Communications
International, Inc. (a)

13,600

675,750

SBC Communications, Inc.

37,170

1,607,603

Shares

Value (Note 1)

Sprint Corp. - FON Group

12,300

$ 627,300

WorldCom, Inc. (a)

19,489

894,058

7,390,738

TOTAL UTILITIES

17,369,147

TOTAL COMMON STOCKS

(Cost $133,038,091)

173,287,830

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

MediaOne Group, Inc.
(Vodafone AirTouch PLC) $3.63 PIES

4,700

423,000

Nonconvertible Preferred Stocks - 0.2%

ENERGY - 0.0%

Energy Services - 0.0%

R&B Falcon Corp. 13.875%

113

128,255

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II 8.875%

50

44,513

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital
Trust II 7.875%

190

173,333

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. 11.125% pay-in-kind

2,136

223,212

Publishing - 0.0%

PRIMEDIA, Inc. Series D, $10.00

600

55,500

TOTAL MEDIA & LEISURE

278,712

TOTAL NONCONVERTIBLE PREFERRED STOCKS

624,813

TOTAL PREFERRED STOCKS

(Cost $970,382)

1,047,813

Corporate Bonds - 15.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.1%

HEALTH - 0.4%

Drugs & Pharmaceuticals - 0.4%

Roche Holdings, Inc.
0% 1/19/15 (g)

-

$ 1,261,000

1,153,815

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Liberty Media Corp.
3.75% 2/15/30 (g)

Baa3

$ 481,000

$ 521,885

TECHNOLOGY - 0.4%

Computers & Office Equipment - 0.4%

Juniper Networks, Inc. 4.75% 3/15/07

B-

1,220,000

1,349,625

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (g)

B1

308,000

318,780

Telephone Services - 0.0%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

203,000

183,842

TOTAL UTILITIES

502,622

TOTAL CONVERTIBLE BONDS

3,527,947

Nonconvertible Bonds - 14.1%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co.
7.9% 3/1/03 (g)

Baa2

240,000

240,662

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.2%

Huntsman Corp.
9.5% 7/1/07 (g)

B2

370,000

337,625

Lyondell Chemical Co. 10.875% 5/1/09

B2

340,000

337,450

675,075

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

160,000

145,600

Packaging & Containers - 0.1%

Gaylord Container Corp. 9.75% 6/15/07

Caa1

210,000

163,800

Paper & Forest Products - 0.1%

APP China Group Ltd.
14% 3/15/10 unit (g)

B3

150,000

94,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Fort James Corp.
6.625% 9/15/04

Baa2

$ 45,000

$ 43,274

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

230,000

202,400

340,174

TOTAL BASIC INDUSTRIES

1,324,649

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.1%

Dayton Superior Corp.
13% 6/15/09 unit (g)

B3

160,000

158,400

Construction - 0.0%

Lennar Corp.
9.95% 5/1/10 (g)

Ba1

25,000

24,625

Real Estate - 0.2%

Duke Realty LP
7.3% 6/30/03

Baa1

500,000

491,350

LNR Property Corp.
9.375% 3/15/08

B1

160,000

139,200

630,550

Real Estate Investment Trusts - 0.8%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

100,000

93,160

Equity Office
Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

954,410

6.625% 2/15/05

Baa1

200,000

188,948

6.75% 2/15/08

Baa1

100,000

91,609

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

120,000

92,400

ProLogis Trust
6.7% 4/15/04

Baa1

70,000

66,675

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

86,265

6.875% 2/1/05

Baa2

1,000,000

956,150

2,529,617

TOTAL CONSTRUCTION & REAL ESTATE

3,343,192

ENERGY - 0.6%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

125,213

Energy Services - 0.0%

R&B Falcon Corp.
12.25% 3/15/06

Ba3

100,000

109,000

Oil & Gas - 0.6%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

351,209

Apache Corp.:

7.625% 7/1/19

Baa1

155,000

149,662

7.7% 3/15/26

Baa1

65,000

62,636

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

$ 100,000

$ 90,750

Chesapeake Energy Corp. 9.625% 5/1/05

B2

250,000

243,750

Conoco, Inc.
5.9% 4/15/04

A3

125,000

119,300

Ocean Energy, Inc.
7.625% 7/1/05

Ba1

190,000

179,550

Phillips Petroleum Co. 6.375% 3/30/09

Baa2

250,000

225,868

Plains Resources, Inc. Series B 10.25% 3/15/06

B2

200,000

198,000

YPF Sociedad Anonima
8% 2/15/04

B1

50,000

49,050

1,669,775

TOTAL ENERGY

1,903,988

FINANCE - 3.0%

Banks - 1.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

494,055

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

200,000

201,960

BankBoston Corp.
6.625% 2/1/04

A3

200,000

192,736

Barclays Bank PLC yankee 5.95% 7/15/01

A1

350,000

347,501

Capital One Bank
6.375% 2/15/03

Baa2

250,000

239,713

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

195,437

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

163,537

7.375% 9/17/04

Baa2

160,000

155,056

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

95,790

6.875% 11/15/02

Baa2

300,000

295,734

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

600,000

597,336

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

100,000

100,469

Summit Bancorp
8.625% 12/10/02

BBB+

100,000

101,231

3,284,329

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Credit & Other Finance - 1.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

$ 250,000

$ 227,325

AMRESCO, Inc.
9.875% 3/15/05

Caa3

220,000

102,300

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

233,693

Bellsouth Capital Funding Corp. 7.75% 2/15/10

Aa3

160,000

160,006

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

100,000

98,811

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,279

7.1% 6/23/04

A3

200,000

193,952

Finova Capital Corp.:

6.11% 2/18/03

Baa2

200,000

176,000

7.25% 11/8/04

Baa2

100,000

89,000

Ford Motor Credit Co.:

6.5% 2/28/02

A2

1,000,000

984,150

7.875% 6/15/10

A2

1,040,000

1,041,477

Household Finance Corp. 8% 5/9/05

A2

300,000

302,541

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

20,000

17,000

Imperial Credit Industries 9.875% 1/15/07

B3

330,000

237,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

340,000

323,513

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

353,265

6.875% 11/15/28

Baa1

735,000

635,510

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

98,000

TXU Eastern Funding 6.75% 5/15/09

Baa1

100,000

89,417

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

60,000

51,537

5,464,376

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

499,445

TOTAL FINANCE

9,248,150

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Unilab Corp.
12.75% 10/1/09

B3

70,000

72,100

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

844,770

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.1%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

$ 155,000

$ 134,850

7.875% 1/1/09

Ba2

170,000

144,500

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

120,000

112,946

392,296

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,237,066

MEDIA & LEISURE - 3.0%

Broadcasting - 2.6%

ACME Television LLC/ACME Financial Corp. 0% 9/30/04 (e)

B3

200,000

191,000

Adelphia Communications Corp. 9.875% 3/1/05

B1

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

608,036

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

194,500

Callahan Nordrhein Westfalen 14% 7/15/10 (g)

B3

250,000

250,000

CapStar Broadcasting Partners, Inc.
0% 2/1/09 (e)

B2

190,000

173,375

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

320,000

181,600

8.25% 4/1/07

B2

180,000

159,300

8.625% 4/1/09

B2

180,000

158,850

Continental Cablevision, Inc. 8.3% 5/15/06

A2

215,000

220,093

Diamond Cable Communications PLC
0% 2/15/07 (e)

B3

210,000

161,175

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

130,000

83,200

EchoStar DBS Corp. 9.375% 2/1/09

B2

260,000

250,900

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (g)

B3

195,000

173,550

International Cabletel, Inc. 0% 2/1/06 (e)

B3

250,000

230,000

LIN Holdings Corp.
0% 3/1/08 (e)

B3

270,000

177,525

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

$ 150,000

$ 143,127

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

150,000

103,500

NTL, Inc. 0% 4/1/08 (e)

B3

560,000

347,200

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

170,000

166,600

Satelites Mexicanos SA de CV 11.28% 6/30/04 (g)(i)

B1

74,000

67,340

Shaw Communications, Inc. 8.25% 4/11/10

Baa2

140,000

141,135

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

65,000

34,938

10.75% 3/15/10

B3

25,000

24,875

TCI Communications Financing III
9.65% 3/31/27

A3

180,000

198,864

Telewest PLC 0% 10/1/07 (e)

B1

270,000

257,850

Time Warner, Inc.
8.18% 8/15/07

Baa3

910,000

927,918

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (e)

B2

380,000

349,600

Series D 0% 5/15/06 (e)

B2

30,000

27,600

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

230,000

115,000

0% 2/1/10 (e)

B2

270,000

126,900

10.875% 11/1/07

B2

480,000

432,000

10.875% 8/1/09

B2

275,000

242,000

11.25% 11/1/09

B2

15,000

13,125

USA Networks, Inc./USANi LLC
6.75% 11/15/05

Baa3

580,000

552,450

7,817,676

Entertainment - 0.0%

Regal Cinemas, Inc. 9.5% 6/1/08

Ca

355,000

88,750

Lodging & Gaming - 0.0%

Horseshoe Gaming LLC 8.625% 5/15/09

B2

70,000

65,800

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

85,500

151,300

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

480,685

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

66,850

7.28% 6/30/28

Baa3

200,000

172,432

7.3% 4/30/28

Baa3

170,000

145,143

865,110

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Restaurants - 0.1%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

$ 170,000

$ 161,500

TOTAL MEDIA & LEISURE

9,084,336

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.625% 12/15/05

Baa3

150,000

143,370

6.8% 12/15/08

Baa3

200,000

187,565

330,935

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

200,000

185,752

TOTAL NONDURABLES

516,687

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

420,000

216,300

7.125% 1/15/07

Caa1

110,000

58,300

274,600

General Merchandise Stores - 0.1%

Federated Department Stores, Inc.
6.79% 7/15/27

Baa1

500,000

483,520

Grocery Stores - 0.1%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (d)

C

450,000

9,000

12% 3/1/06 (d)

Caa3

10,000

1,250

Kroger Co. 6% 7/1/00

Baa3

200,000

199,962

210,212

TOTAL RETAIL & WHOLESALE

968,332

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

40,200

Services - 0.1%

SITEL Corp.
9.25% 3/15/06

B3

250,000

220,000

TOTAL SERVICES

260,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.6%

Computer Services & Software - 0.3%

Concentric Network Corp. 12.75% 12/15/07

B-

$ 50,000

$ 52,500

Covad Communications Group, Inc.
12% 2/15/10

B3

355,000

275,125

Exodus Communications, Inc. 11.625% 7/15/10 (g)

B

280,000

281,400

PSINet, Inc.
10.5% 12/1/06

B3

260,000

239,200

848,225

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

300,000

284,763

7.25% 9/1/02

Baa1

250,000

241,973

Globix Corp.
12.5% 2/1/10

B-

95,000

78,375

605,111

Electronic Instruments - 0.0%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

80,000

73,600

Electronics - 0.1%

ChipPAC International Ltd. 12.75% 8/1/09

B3

40,000

43,000

Hadco Corp.
9.5% 6/15/08

B2

140,000

140,350

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

52,000

55,510

238,860

TOTAL TECHNOLOGY

1,765,796

TRANSPORTATION - 0.9%

Air Transportation - 0.4%

Atlas Air, Inc.:

8.77% 1/2/11

Ba1

86,129

83,115

9.375% 11/15/06

B3

220,000

213,400

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

70,000

67,683

7.73% 9/15/12

Baa1

28,243

26,975

Delta Air Lines, Inc.
7.9% 12/15/09

Baa3

500,000

464,750

US Air, Inc.
9.625% 2/1/01

B3

430,000

425,700

1,281,623

Railroads - 0.5%

Burlington Northern
Santa Fe Corp.:

6.875% 12/1/27

Baa2

1,000,000

860,780

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Burlington Northern
Santa Fe Corp.: - continued

7.29% 6/1/36

Baa2

$ 150,000

$ 146,609

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

332,302

1,339,691

TOTAL TRANSPORTATION

2,621,314

UTILITIES - 3.4%

Cellular - 0.5%

Cellnet Data Systems, Inc. 0% 10/1/07 (e)

-

300,000

24,000

Clearnet Communications, Inc. yankee 0% 12/15/05 (e)

B3

200,000

206,000

Crown Castle International Corp. 10.75% 8/1/11

B3

45,000

45,675

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

50,000

50,375

Leap Wireless International, Inc.:

0% 4/15/10 (e)(g)

-

65,000

27,300

12.5% 4/15/10 (g)

Caa2

75,000

66,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

270,000

205,200

Millicom International Cellular SA
0% 6/1/06 (e)

Caa1

241,000

204,850

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

420,000

312,900

9.375% 11/15/09

B1

170,000

163,200

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

B2

295,000

197,650

10.375% 11/15/09

B2

170,000

176,800

1,679,950

Electric Utility - 0.4%

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

300,000

267,204

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

165,000

166,115

Illinois Power Co.
7.5% 6/15/09

Baa1

150,000

146,427

Israel Electric Corp. Ltd. 7.75% 12/15/27 (g)

A3

545,000

467,147

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

$ 75,000

$ 77,640

Texas Utilities Co.
6.375% 1/1/08

Baa3

100,000

90,325

1,214,858

Gas - 0.3%

CMS Panhandle
Holding Co.:

6.125% 3/15/04

Baa3

150,000

141,675

7% 7/15/29

Baa3

150,000

125,880

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

500,000

499,900

767,455

Telephone Services - 2.2%

Allegiance Telecom, Inc. 12.875% 5/15/08

B3

200,000

216,500

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

700,000

695,681

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

935,000

949,895

Esat Telecom Group PLC 0% 2/1/07 (e)

Aa1

230,000

213,900

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

180,000

176,400

Global TeleSystems Group, Inc. 9.875% 2/15/05

Caa1

330,000

227,700

Globenet Communication Group Ltd.
13% 7/15/07

Caa1

560,000

565,600

Hermes Europe Railtel BV 11.5% 8/15/07

B3

150,000

125,250

ICG Holdings, Inc.
0% 9/15/05 (e)

B3

260,000

249,600

Intermedia Communications, Inc.
0% 3/1/09 (e)

B3

330,000

200,475

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

170,000

141,100

NEXTLINK Communications, Inc.
0% 12/1/09 (e)

B2

500,000

287,500

Ono Finance PLC
13% 5/1/09

Caa1

215,000

203,175

Rhythms NetConnections, Inc. 14% 2/15/10 (g)

B3

200,000

144,000

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

220,000

204,882

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

429,626

7.7% 7/20/29

Baa1

666,000

627,152

Versatel Telecom
International NV
13.25% 5/15/08

B3

150,000

152,250

Viatel, Inc. 11.25% 4/15/08

B3

250,000

187,500

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

WinStar Communications, Inc. 12.75% 4/15/10 (g)

B3

$ 450,000

$ 434,250

WorldCom, Inc.
8.875% 1/15/06

A3

184,000

190,782

6,623,218

TOTAL UTILITIES

10,285,481

TOTAL NONCONVERTIBLE BONDS

42,871,953

TOTAL CORPORATE BONDS

(Cost $48,683,174)

46,399,900

U.S. Government and Government
Agency Obligations - 10.4%

U.S. Government Agency Obligations - 1.7%

Fannie Mae:

6.5% 4/29/09

Aaa

1,600,000

1,494,752

7.125% 2/15/05

Aaa

1,315,000

1,320,339

7.25% 5/15/30

Aaa

660,000

673,435

Federal Home Loan Bank 7.59% 3/10/05

Aaa

190,000

193,859

Freddie Mac:

5.75% 3/15/09

Aaa

800,000

728,624

6.25% 7/15/04

Aaa

310,000

301,379

6.875% 1/15/05

Aaa

185,000

183,844

7% 7/15/05

Aaa

250,000

249,650

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

34,670

35,168

Tennessee Valley Authority 7.125% 5/1/30

Aaa

140,000

140,588

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

5,321,638

U.S. Treasury Obligations - 8.7%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

1,660,000

1,676,600

8.875% 8/15/17

Aaa

3,805,000

4,850,195

9.875% 11/15/15

Aaa

625,000

847,463

14% 11/15/11

Aaa

490,000

680,488

U.S. Treasury Notes:

5.5% 5/31/03

Aaa

6,000,000

5,861,220

5.5% 2/15/08

Aaa

100,000

95,719

5.625% 9/30/01

Aaa

140,000

138,512

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

5.875% 10/31/01

Aaa

$ 1,950,000

$ 1,934,771

5.875% 11/15/04

Aaa

2,850,000

2,808,590

6.5% 5/31/02

Aaa

3,010,000

3,013,763

7% 7/15/06

Aaa

3,750,000

3,885,938

U.S. Treasury Notes -
coupon STRIPS
0% 11/15/11

Aaa

1,430,000

709,652

TOTAL U.S. TREASURY OBLIGATIONS

26,502,911

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $31,715,419)

31,824,549

U.S. Government Agency -
Mortgage Securities - 13.0%

Fannie Mae - 9.1%

5.5% 2/1/11

Aaa

156,534

145,429

6% 4/1/09 to 1/1/29

Aaa

1,860,194

1,734,133

6.5% 11/1/25 to 7/1/29

Aaa

11,136,937

10,514,432

6.5% 7/1/30 (h)

Aaa

3,500,000

3,298,750

7% 12/1/24 to 9/1/28

Aaa

3,344,454

3,236,903

7.5% 5/1/15 to 1/1/30

Aaa

8,490,673

8,375,883

8% 12/1/29

Aaa

499,027

501,053

TOTAL FANNIE MAE

27,806,583

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

367,456

363,782

Government National Mortgage Association - 3.8%

6.5% 4/15/28 to 4/15/29

Aaa

10,337,543

9,813,560

7% 1/15/28 to 12/15/28

Aaa

636,734

619,020

7.5% 6/15/27 to 3/15/28

Aaa

1,153,223

1,145,846

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,578,426

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $41,146,234)

39,748,791

Asset-Backed Securities - 0.8%

American Express Credit Account Master Trust
6.1% 12/15/06

A1

200,000

192,297

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

510,000

503,067

6.4% 12/15/02

Aa2

80,000

78,960

7.03% 11/15/03

Aaa

145,000

144,887

Key Auto Finance Trust:

6.3% 10/15/03

A2

197,699

196,711

6.65% 10/15/03

Baa3

59,053

58,979

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Premier Auto Trust
5.59% 2/9/04

Aaa

$ 1,000,000

$ 970,310

Sears Credit Account Master Trust II
7.5% 11/15/07

A2

200,000

200,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,390,044)

2,345,211

Commercial Mortgage Securities - 0.9%

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

202,245

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (g)(i)

A2

300,000

299,543

Class E, 7.4913% 1/10/13 (g)(i)

Baa2

420,000

418,130

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

500,000

501,484

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(i)

Baa3

500,000

432,285

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

450,000

454,359

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

500,000

473,242

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,876,556)

2,781,288

Foreign Government and Government
Agency Obligations (j) - 0.2%

Korean Republic yankee:

8.75% 4/15/03

Baa2

80,000

81,437

8.875% 4/15/08

Baa2

116,000

119,654

Quebec Province yankee:

6.86% 4/15/26 (f)

A2

250,000

240,255

7.125% 2/9/24

A2

30,000

28,337

7.5% 7/15/23

A2

30,000

29,574

United Mexican States 9.875% 2/1/10

Baa3

200,000

209,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $727,451)

708,257

Supranational Obligations - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

$ 500,000

$ 476,310

Cash Equivalents - 3.0%

Shares

Taxable Central Cash Fund,
6.59% (c)
(Cost $9,219,794)

9,219,794

9,219,794

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $271,264,000)

307,839,743

NET OTHER ASSETS - (0.9)%

(2,855,046)

NET ASSETS - 100%

$ 304,984,697

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end,
the value of these securities amounted to $8,427,464 or 2.8% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value
of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.2%

AAA, AA, A

25.5%

Baa

6.9%

BBB

5.9%

Ba

0.4%

BB

0.6%

B

3.9%

B

4.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.5%. FMR has determined that unrated debt securities that are lower quality account for 0.5% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $224,411,074 and $262,292,592, respectively, of which long-term U.S. government and government agency obligations aggregated $59,871,450 and $60,369,656, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $8,986 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $34 and 0% of net assets.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $266,299,649. Net unrealized appreciation aggregated $41,540,094, of which $50,485,729 related to appreciated investment securities and $8,945,635 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $271,264,000) -
See accompanying schedule

$ 307,839,743

Commitment to sell securities on a delayed delivery basis

$ (5,690,625)

Receivable for securities sold on a delayed delivery basis

5,685,000

(5,625)

Receivable for investments sold, regular delivery

3,535,259

Cash

23,298

Receivable for fund shares sold

242,446

Dividends receivable

49,966

Interest receivable

1,666,464

Other receivables

44,424

Total assets

313,395,975

Liabilities

Payable for investments purchased
Regular delivery

4,592,826

Delayed delivery

3,294,642

Payable for fund shares redeemed

376,552

Accrued management fee

108,417

Distribution fees payable

2,544

Other payables and
accrued expenses

36,297

Total liabilities

8,411,278

Net Assets

$ 304,984,697

Net Assets consist of:

Paid in capital

$ 259,384,219

Undistributed net investment income

5,026,674

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

4,004,148

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

36,569,656

Net Assets

$ 304,984,697

Initial Class:
Net Asset Value, offering price
and redemption price per share ($274,792,464
÷
18,214,675 shares)

$15.09

Service Class:
Net Asset Value, offering
price and redemption price
per share ($29,480,101
÷
1,961,121 shares)

$15.03

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($712,132
÷ 47,418 shares)

$15.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 1,026,288

Interest

4,833,980

Security lending

131

Total income

5,860,399

Expenses

Management fee

$ 667,765

Transfer agent fees

101,971

Distribution fees

13,916

Accounting and security lending fees

59,780

Non-interested trustees' compensation

506

Custodian fees and expenses

13,860

Audit

14,098

Legal

1,823

Reports to shareholders

309

Miscellaneous

137

Total expenses before reductions

874,165

Expense reductions

(26,193)

847,972

Net investment income

5,012,427

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,969,880

Foreign currency transactions

(4,097)

4,965,783

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,411,603)

Assets and liabilities in
foreign currencies

(1,569)

Delayed delivery commitments

(5,625)

(11,418,797)

Net gain (loss)

(6,453,014)

Net increase (decrease) in net assets resulting from operations

$ (1,440,587)

Other Information

Expense reductions
Directed brokerage arrangements

$ 25,816

Custodian credits

377

$ 26,193

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 5,012,427

$ 10,132,202

Net realized gain (loss)

4,965,783

7,580,954

Change in net unrealized appreciation (depreciation)

(11,418,797)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(1,440,587)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(8,369,238)

(8,692,279)

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(27,604,335)

36,165,081

Total increase (decrease) in net assets

(47,440,129)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $5,026,674 and $10,132,202, respectively)

$ 304,984,697

$ 352,424,826

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

800,778

$ 11,898,820

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(4,066,967)

(61,054,219)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,120,016)

$ (32,249,345)

1,237,404

$ 18,893,878

Service Class
Sold

289,094

$ 4,329,594

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,571

37,189

563,405

Redeemed

(125,685)

(1,874,764)

(43,583)

(679,444)

Net increase (decrease)

264,264

$ 3,938,401

1,101,906

$ 17,271,203

Service Class 2 A
Sold

47,040

$ 701,059

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(2)

(31)

-

-

Net increase (decrease)

47,418

$ 706,609

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 7,684,570

$ 8,389,449

Service Class

682,102

302,830

Service Class 2 A

2,566

-

Total

$ 8,369,238

$ 8,692,279

$ 18,395,207

$ 16,171,682

H Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 H

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

$ 10.00

Income from Investment Operations

Net investment income

.24 D

.45 D

.44 D

.44 D

.33

.14

Net realized and unrealized gain (loss)

(.27)

.24

2.00

2.22

.78

1.25

Total from investment operations

(.03)

.69

2.44

2.66

1.11

1.39

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

(.14)

From net realized gain

(.40)

(.43)

(.55)

-

(.04)

(.08)

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

(.22)

Net asset value, end of period

$ 15.09

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Total Return B, C

(0.06)%

4.55%

17.64%

22.18%

9.98%

13.92%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 274,792

$ 325,371

$ 307,681

$ 214,538

$ 103,110

$ 43,155

Ratio of expenses to average net assets

.55% A

.57%

.59%

.61%

.72%

1.42% F

Ratio of expenses to average net assets after
expense reductions

.53% A, G

.55% G

.58% G

.60% G

.71% G

1.42%

Ratio of net investment income to average net assets

3.20% A

2.87%

2.94%

3.28%

3.63%

3.56%

Portfolio turnover

148% A

108%

94%

98%

163%

248%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.23

.43

.41

.08

Net realized and unrealized gain (loss)

(.27)

.24

1.98

.35

Total from investment operations

(.04)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net realized gain

(.40)

(.43)

(.55)

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 15.03

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(0.13)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 29,480

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.65% A

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.63% A, G

.66% G

.69% G

.71% A

Ratio of net investment income to average net assets

3.10% A

2.77%

2.79%

3.43% A

Portfolio turnover

148% A

108%

94%

98%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income D

.20

Net realized and unrealized gain (loss)

.10 G

Total from investment operations

.30

Less Distributions

From net investment income

(.47)

From net realized gain

(.40)

Total distributions

(.87)

Net asset value, end of period

$ 15.02

Total Return B, C

2.05%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 712

Ratio of expenses to average net assets

.79% A

Ratio of expenses to average net assets after expense reductions

.77% A, F

Ratio of net investment income to average net assets

2.96% A

Portfolio turnover

148% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

Balanced Portfolio (the fund) is a fund of Variable Insurance Products Fund III (the trust) (referred to in this report as Fidelity Variable Insurance Products: Balanced Portfolio) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The fund offers three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, foreign currency transactions, market discount, non-taxable dividends, and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Delayed Delivery Transactions. The fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in the fund's schedule of investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Restricted Securities. The fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult Information regarding restricted securities is included under the caption "Other Information" at the end of the fund's schedule of investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .15%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annualized rate of .43% of average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 13,703

Service Class 2

213

$ 13,916

Balanced Portfolio

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with
Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annualized rate of .07% of average net assets.

For the period, the following amounts were paid to FIIOC:

Initial Class

$ 92,789

Service Class

9,127

Service Class 2

55

$ 101,971

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's schedule of investments.

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end there were no security loans outstanding.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 36% of the outstanding shares of the fund. In addition, one unaffiliated insurance company was record owner of 52% of the total outstanding shares of the fund.

Balanced Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

276,319,488.69

94.617

Against

4,151,739.32

1.422

Abstain

11,567,630.61

3.961

TOTAL

292,038,858.62

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

272,189,750.93

93.203

Against

4,507,278.92

1.544

Abstain

15,341,828.77

5.253

TOTAL

292,038,858.62

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

268,161,500.09

91.824

Against

5,337,639.43

1.828

Abstain

18,539,719.10

6.348

TOTAL

292,038,858.62

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,614,072.73

91.636

Against

5,806,227.04

1.989

Abstain

18,618,558.85

6.375

TOTAL

292,038,858.62

100.000

PROPOSAL 7

To modify the fund's fundamental investment objective and eliminate a fundamental investment policy of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,914,892.06

91.739

Against

7,333,491.83

2.512

Abstain

16,790,474.73

5.749

TOTAL

292,038,858.62

100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,037,890.43

91.439

Against

7,842,324.91

2.686

Abstain

17,158,643.28

5.875

TOTAL

292,038,858.62

100.000

PROPOSAL 9

To amend the fundamental investment limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

266,860,588.67

91.378

Against

8,492,005.75

2.908

Abstain

16,686,264.20

5.714

TOTAL

292,038,858.62

100.000

PROPOSAL 10

To amend the fundamental investment limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,900,537.74

91.735

Against

7,342,176.47

2.514

Abstain

16,796,144.41

5.751

TOTAL

292,038,858.62

100.000

* Denotes trust-wide proposals and voting results.

Balanced Portfolio

Semiannual Report

Balanced Portfolio

Balanced Portfolio

Balanced Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Richard A. Spillane, Jr., Vice President

John Avery, Vice President

Kevin E. Grant, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Chase Manhattan Bank
New York, NY

VIPBAL-SANN-0800 108583
1.705697.102

(2_fidelity_logos)

Fidelity® Variable Insurance Products:

Growth & Income Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

3

A review of what happened in world markets during the
past six months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The manager's review of fund performance, strategy
and outlook.

Investments

8

A complete list of the fund's investments with their
market values.

Financial Statements

11

Statements of assets and liabilities, operations, and
changes in net assets, as well as financial highlights.

Notes

15

Notes to the financial statements.

Proxy Voting Results

18

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of the fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

>Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Initial Class

-1.03%

17.93%

S&P 500 ®

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,814 - a 78.14% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $20,310 - a 103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class

-1.15%

17.79%

S&P 500

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,741 - a 77.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $20,310 - a 103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class 2

-1.21%

17.77%

S&P 500

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2 on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,730 - a 77.30% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $20,310 - a
103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six- and 12-month periods that ended June 30, 2000, the fund's returns fell short of the -0.42% and 7.25% returns recorded by the Standard & Poor's 500 Index, respectively.

Q. Why did the fund underperform the index during the past six months?

A. At the beginning of the period, one of the primary difficulties was an underweighting in the technology sector. This time period witnessed a speculative bubble in technology shares that finally burst in the spring of 2000, flattening many formerly high-flying technology stocks that had little or no earnings. The fund's emphasis on growth at a reasonable price prevented it from owning many of the best-performing stocks during this period. An overweighting in the finance sector, which faced a stiff headwind in the form of sharply higher interest rates, also undermined performance. Stock selection in the finance sector hurt as well, as a number of the fund's finance holdings detracted significantly from performance.

Q. The Federal Reserve Board raised short-term interest rates three times during the period. Why did you continue to overweight finance stocks, which tend to do poorly when rates rise?

A. Most of the overweighting was accounted for by two mortgage loan providers: Fannie Mae and Freddie Mac. These government-sponsored enterprises (GSEs) tend to be less sensitive to rising interest rates than banks, which I underweighted. Although the share prices of these two holdings did poorly during the period, they did not accurately reflect the earnings outlook, which remained excellent. Unfortunately, the herd instinct took over, and investors appeared to lump Fannie and Freddie with the rate-sensitive segments of the finance sector. Since the spring correction, however, investors have seemed more willing to evaluate stocks on the basis of earnings and other fundamental factors - a potentially positive development for these two stocks.

Q. What stocks did well for the fund?

A. Intel was one of the better performers. The stock firmed because of a shortage of microprocessors and expectations of improving personal computer demand in the second half of 2000. Intel also manufactures memory components for the cellular phone market, which experienced robust growth during the period. Another technology standout, Cisco Systems, has a significant share of the market for the routers used to expand the Internet. Drug giant Eli Lilly also per-
formed well. The company had a very successful test of Zovant, a new drug for treating sepsis, or blood poisoning. In addition, Lilly benefited from greater investor interest in drug stocks, which are thought to offer relatively stable earnings streams in a slowing economy.

Q. What stocks were disappointing?

A. The biggest detractor, Microsoft, received an unfavorable ruling in the federal government's antitrust suit against the company. The ruling may, despite the company's appeals, result in splitting Microsoft into two separate companies. In the consumer nondurables sector, Procter & Gamble fell sharply following a warning from the company that its earnings would fall short of analysts' estimates due, in part, to higher raw materials prices. Freddie Mac and Fannie Mae also made the list of stocks that detracted most from performance. This is a case where I felt that investors missed the boat - for the reasons I gave previously. Because of my strong conviction about these stocks, I used weakness in their prices as an opportunity to add to the fund's positions in them.

Q. What's your outlook, Louis?

A. Higher interest rates have begun to slow the economy, and I believe that more slowing can be expected over the next six to 12 months, as the Federal Reserve Board's series of interest-rate hikes percolates through the economy. While a slowing economy should alleviate concerns about inflation, it might also create a lot more earnings risk. With valuations relatively high, we probably will continue to see stocks punished severely when a company fails to meet earnings estimates. Investing in stocks with attractive growth prospects at reasonable prices is the fund's overall strategy, but finding companies that can deliver stable earnings growth under a variety of economic conditions also will be important in the period just ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; manager, Fidelity Growth & Income II, since 1998; various Fidelity Select Portfolios, 1992-1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co.

181,300

$ 7,580,606

BASIC INDUSTRIES - 0.4%

Packaging & Containers - 0.4%

Ball Corp.

165,401

5,323,845

CONSTRUCTION & REAL ESTATE - 1.2%

Real Estate Investment Trusts - 1.2%

Equity Office Properties Trust

263,600

7,265,475

Equity Residential Properties Trust (SBI)

159,000

7,314,000

14,579,475

DURABLES - 1.8%

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

118,700

9,792,750

Consumer Electronics - 1.0%

General Motors Corp. Class H (a)

139,800

12,267,450

TOTAL DURABLES

22,060,200

ENERGY - 6.1%

Energy Services - 0.8%

Schlumberger Ltd. (NY Shares)

123,700

9,231,113

Oil & Gas - 5.3%

BP Amoco PLC sponsored ADR

232,262

13,137,319

Exxon Mobil Corp.

661,528

51,929,948

65,067,267

TOTAL ENERGY

74,298,380

FINANCE - 18.2%

Banks - 4.2%

Bank of New York Co., Inc.

536,700

24,956,550

Mellon Financial Corp.

316,900

11,547,044

Wachovia Corp.

271,200

14,712,600

51,216,194

Credit & Other Finance - 3.7%

American Express Co.

298,600

15,564,525

Associates First Capital Corp. Class A

1,363,000

30,411,938

45,976,463

Federal Sponsored Credit - 7.3%

Fannie Mae

918,200

47,918,563

Freddie Mac

1,021,132

41,355,846

89,274,409

Insurance - 0.9%

American International Group, Inc.

76,537

8,993,098

PMI Group, Inc.

47,800

2,270,500

11,263,598

Securities Industry - 2.1%

Charles Schwab Corp.

218,150

7,335,294

Shares

Value (Note 1)

Merrill Lynch & Co., Inc.

68,200

$ 7,843,000

Morgan Stanley Dean Witter & Co.

127,200

10,589,400

25,767,694

TOTAL FINANCE

223,498,358

HEALTH - 7.0%

Drugs & Pharmaceuticals - 6.4%

Allergan, Inc.

90,600

6,749,700

Bristol-Myers Squibb Co.

447,100

26,043,575

Eli Lilly & Co.

385,400

38,491,825

Merck & Co., Inc.

91,100

6,980,538

78,265,638

Medical Equipment & Supplies - 0.6%

Baxter International, Inc.

109,500

7,699,219

TOTAL HEALTH

85,964,857

INDUSTRIAL MACHINERY & EQUIPMENT - 4.5%

Electrical Equipment - 2.6%

General Electric Co.

599,700

31,784,100

Industrial Machinery & Equipment - 1.9%

Caterpillar, Inc.

144,700

4,901,713

Ingersoll-Rand Co.

132,400

5,329,100

Tyco International Ltd.

266,720

12,635,860

22,866,673

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

54,650,773

MEDIA & LEISURE - 5.8%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

230,500

9,335,250

EchoStar Communications Corp.
Class A (a)

327,800

10,853,253

Infinity Broadcasting Corp. Class A (a)

408,825

14,896,561

Pegasus Communications Corp. (a)

282,900

13,879,781

48,964,845

Entertainment - 0.7%

Walt Disney Co.

217,800

8,453,363

Publishing - 1.1%

McGraw-Hill Companies, Inc.

256,500

13,851,000

TOTAL MEDIA & LEISURE

71,269,208

NONDURABLES - 3.4%

Foods - 1.1%

Bestfoods

166,700

11,543,975

Nabisco Holdings Corp. Class A

43,800

2,299,500

13,843,475

Household Products - 0.2%

Procter & Gamble Co.

40,300

2,307,175

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Tobacco - 2.1%

Philip Morris Companies, Inc.

941,760

$ 25,015,500

TOTAL NONDURABLES

41,166,150

RETAIL & WHOLESALE - 5.6%

Drug Stores - 0.9%

Walgreen Co.

322,500

10,380,469

General Merchandise Stores - 2.5%

Wal-Mart Stores, Inc.

539,800

31,105,975

Retail & Wholesale, Miscellaneous - 2.2%

Bed Bath & Beyond, Inc. (a)

233,900

8,478,875

Home Depot, Inc.

374,000

18,676,625

27,155,500

TOTAL RETAIL & WHOLESALE

68,641,944

SERVICES - 0.3%

Advertising - 0.3%

Omnicom Group, Inc.

35,100

3,126,094

TECHNOLOGY - 23.2%

Communications Equipment - 6.5%

Cisco Systems, Inc. (a)

715,300

45,466,256

Lucent Technologies, Inc.

72,000

4,266,000

Nokia AB sponsored ADR

260,700

13,018,706

Nortel Networks Corp.

246,000

17,064,640

79,815,602

Computer Services & Software - 6.8%

Adobe Systems, Inc.

53,400

6,942,000

IMS Health, Inc.

595,000

10,710,000

Intuit, Inc. (a)

99,800

4,129,225

Microsoft Corp. (a)

659,100

52,727,994

VERITAS Software Corp. (a)

73,800

8,340,553

82,849,772

Computers & Office Equipment - 3.9%

Compaq Computer Corp.

630,900

16,127,381

EMC Corp. (a)

249,300

19,180,519

Pitney Bowes, Inc.

301,400

12,056,000

47,363,900

Electronics - 6.0%

Intel Corp.

345,500

46,189,031

LSI Logic Corp. (a)

90,600

4,903,725

Micron Technology, Inc. (a)

81,400

7,168,288

Texas Instruments, Inc.

226,200

15,537,113

73,798,157

TOTAL TECHNOLOGY

283,827,431

Shares

Value (Note 1)

UTILITIES - 10.0%

Cellular - 3.6%

Nextel Communications, Inc.
Class A (a)

374,500

$ 22,914,719

Vodafone AirTouch PLC sponsored ADR

524,900

21,750,544

44,665,263

Electric Utility - 0.5%

IPALCO Enterprises, Inc.

302,800

6,093,850

Telephone Services - 5.9%

Allegiance Telecom, Inc. (a)

119,400

7,641,600

AT&T Corp.

235,450

7,446,106

BellSouth Corp.

248,200

10,579,525

NEXTLINK Communications, Inc.
Class A

203,800

7,731,663

Qwest Communications
International, Inc. (a)

137,700

6,841,969

SBC Communications, Inc.

728,530

31,508,923

WorldCom, Inc. (a)

1

23

71,749,809

TOTAL UTILITIES

122,508,922

TOTAL COMMON STOCKS

(Cost $974,550,110)

1,078,496,243

U.S. Treasury Obligations - 0.1%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.57% 8/17/00 (c)
(Cost $1,488,940)

$ 1,500,000

1,489,463

Cash Equivalents - 11.9%

Shares

Central Cash Collateral Fund, 6.71% (b)

5,919,200

5,919,200

Taxable Central Cash Fund, 6.59% (b)

140,027,095

140,027,095

TOTAL CASH EQUIVALENTS

(Cost $145,946,295)

145,946,295

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,121,985,345)

1,225,932,001

NET OTHER ASSETS - (0.1)%

(717,905)

NET ASSETS - 100%

$ 1,225,214,096

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

70 S&P 500 Stock Index Contracts

Sept. 2000

$ 25,691,750

$ (194,795)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,489,463.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $339,324,728 and $468,732,226, respectively.

The market value of futures contracts opened and closed during the period amounted to $73,545,687 and $48,716,990, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,856 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,002,310. The fund received cash collateral of $5,919,200 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,123,779,759. Net unrealized appreciation aggregated $102,152,242, of which $210,748,476 related to appreciated investment securities and $108,596,234 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $1,121,985,345) -
See accompanying schedule

$ 1,225,932,001

Receivable for investments sold

9,778,991

Receivable for fund shares sold

972,216

Dividends receivable

979,605

Interest receivable

739,383

Receivable for daily variation
on futures contracts

176,750

Other receivables

15,747

Total assets

1,238,594,693

Liabilities

Payable for investments purchased

$ 5,986,196

Payable for fund shares redeemed

898,008

Accrued management fee

485,655

Distribution fees payable

13,646

Other payables and
accrued expenses

77,892

Collateral on securities loaned,
at value

5,919,200

Total liabilities

13,380,597

Net Assets

$ 1,225,214,096

Net Assets consist of:

Paid in capital

$ 1,061,452,605

Undistributed net investment income

6,495,495

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

53,514,137

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

103,751,859

Net Assets

$ 1,225,214,096

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,057,884,369
÷
68,340,631 shares)

$15.48

Service Class:
Net Asset Value, offering price
and redemption price per share
($165,011,887
÷
10,707,166 shares)

$15.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,317,840
÷ 150,497 shares)

$15.40

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 6,835,962

Interest

2,943,179

Security lending

86,077

Total income

9,865,218

Expenses

Management fee

$ 2,904,405

Transfer agent fees

394,900

Distribution fees

64,785

Accounting and security lending fees

148,951

Non-interested trustees' compensation

1,956

Custodian fees and expenses

12,206

Audit

12,783

Legal

5,249

Reports to shareholders

4,672

Miscellaneous

303

Total expenses before reductions

3,550,210

Expense reductions

(82,248)

3,467,962

Net investment income

6,397,256

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

54,093,706

Foreign currency transactions

8,989

Futures contracts

1,057,848

55,160,543

Change in net unrealized appreciation (depreciation) on:

Investment securities

(94,278,054)

Assets and liabilities in
foreign currencies

(2)

Futures contracts

(194,795)

(94,472,851)

Net gain (loss)

(39,312,308)

Net increase (decrease) in net assets resulting from operations

$ (32,915,052)

Other Information

Expense reductions
Directed brokerage arrangements

$ 81,894

Custodian credits

354

$ 82,248

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,397,256

$ 14,349,137

Net realized gain (loss)

55,160,543

94,527,839

Change in net unrealized appreciation (depreciation)

(94,472,851)

5,576,047

Net increase (decrease) in net assets resulting from operations

(32,915,052)

114,453,023

Distributions to shareholders
From net investment income

(14,244,194)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,301)

(22,391,118)

Share transactions - net increase (decrease)

10,338,716

102,753,346

Total increase (decrease) in net assets

(129,782,637)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $6,495,495 and $14,353,340, respectively)

$ 1,225,214,096

$ 1,354,996,733

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,848,084

$ 75,165,202

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(15,652,464)

(244,802,304)

(15,445,916)

(257,900,936)

Net increase (decrease)

(4,455,829)

$ (71,678,956)

2,104,330

$ 29,664,983

Service Class
Sold

4,709,059

$ 72,777,536

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(148,738)

(2,281,362)

(55,277)

(910,981)

Net increase (decrease)

5,161,473

$ 79,735,887

4,405,208

$ 73,088,363

Service Class 2 A
Sold

149,950

$ 2,273,384

-

$ -

Reinvested

550

8,442

-

-

Redeemed

(3)

(41)

-

-

Net increase (decrease)

150,497

$ 2,281,785

-

$ -

Distributions
From net investment income

Initial Class

$ 13,015,418

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,194

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,301

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996 H

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.08 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.47)

1.27

3.54

2.84

(.10)

Total from investment operations

(.39)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.48

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(2.23)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,057,884

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.57% A

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.56% A, G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.06% A

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover

60% A

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.07

.16

.15

.03

Net realized and unrealized gain (loss)

(.47)

1.27

3.50

.49

Total from investment operations

(.40)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.41

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(2.30)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 165,012

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.67% A

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.66% A, G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

.96% A

.98%

1.05%

1.24% A

Portfolio turnover

60% A

58%

66%

81%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
F

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.05

Net realized and unrealized gain (loss)

(.16)

Total from investment operations

(.11)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.40

Total Return B, C

(0.63)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,318

Ratio of expenses to average net assets

.81% A

Ratio of expenses to average net assets after expense reductions

.80% A, E

Ratio of net investment income to average net assets

.82% A

Portfolio turnover

60% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

Growth & Income Portfolio (the fund) is a fund of Variable Insurance Products Fund III (the trust) (referred to in this report as Fidelity Variable Insurance Products: Growth & Income Portfolio) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The fund offers three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, non-taxable dividends, and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Central Cash Funds. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc., an affiliate of Fidelity Management & Research Company (FMR). The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .20%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annualized rate of .48% of average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 64,293

Service Class 2

492

$ 64,785

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annualized rate of .07% of average net assets.

For the period, the following amounts were paid to FIIOC:

Initial Class

$ 351,138

Service Class

43,630

Service Class 2

132

$ 394,900

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's schedule of investments.

Growth & Income Portfolio

Notes to Financial Statements (Unaudited) - continued

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of the fund's schedule of investments.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 40% of the outstanding shares of the fund. In addition, three unaffiliated insurance companies were each record owners of more than 10% of the total outstanding shares of the fund, totaling 42%.

Growth & Income Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,094,741,303.86

94.882

Against

8,150,336.78

0.707

Abstain

50,895,725.39

4.411

TOTAL

1,153,787,366.03

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,065,660,945.04

92.362

Against

14,930,318.61

1.294

Abstain

73,196,102.38

6.344

TOTAL

1,153,787,366.03

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,052,012,765.56

91.179

Against

14,716,021.72

1.276

Abstain

87,058,578.75

7.545

TOTAL

1,153,787,366.03

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,047,279,358.30

90.769

Against

18,168,639.12

1.575

Abstain

88,339,368.61

7.656

TOTAL

1,153,787,366.03

100.000

PROPOSAL 7

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,045,547,591.12

90.619

Against

27,126,923.06

2.351

Abstain

81,112,851.85

7.030

TOTAL

1,153,787,366.03

100.000

PROPOSAL 8

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,041,821,757.51

90.296

Against

27,809,789.09

2.410

Abstain

84,155,819.43

7.294

TOTAL

1,153,787,366.03

100.000

PROPOSAL 9

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,042,706,287.48

90.372

Against

26,973,368.78

2.338

Abstain

84,107,709.77

7.290

TOTAL

1,153,787,366.03

100.000

* Denotes trust-wide proposals and voting results.

Growth & Income Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard A. Spillane, Jr., Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Chase Manhattan Bank
New York, NY

VIPGI-SANN-0800 108589
1.705698.102

(2_fidelity_logos)

Fidelity® Variable Insurance Products:

Growth Opportunities Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

3

A review of what happened in world markets during the past six months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The manager's review of fund performance, strategy
and outlook.

Investments

8

A complete list of the fund's investments with their
market values.

Financial Statements

11

Statements of assets and liabilities, operations, and
changes in net assets, as well as financial highlights.

Notes

15

Notes to the financial statements.

Proxy Voting Results

18

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of the fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

>Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Initial Class

-5.65%

16.68%

18.58%

S&P 500 ®

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,499 - a 154.99% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class

-5.74%

16.63%

18.53%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,441 - a 154.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class 2

-5.79%

16.62%

18.52%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,429 - a 154.29% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunitites Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bettina Doulton became Portfolio Manager of Growth Opportunities Portfolio on February 1, 2000.

Q. How did the fund perform, Bettina?

A. For the six-month period ending June 30, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -0.42%. For the 12-month period that ended June 30, 2000, the fund also trailed the S&P 500, which returned 7.25%.

Q. Why did the fund underperform its benchmark?

A. Early in the period, the fund was considerably underweighted in technology and telecommunications - the sectors that drove equity markets to record heights. Our lack of exposure here was a big detractor from performance. After taking over the fund in February, I repositioned it to be more in line with expectations - with more of a growth emphasis than a value proposition - and increased the tech position to approximately 43% of net assets at the end of the period, compared to just over 16% six months ago.

Q. Was that strategy successful?

A. On a short-term basis, the repositioning seemed poorly timed. Fund performance was negatively affected by the massive rotation away from technology that began in mid-March and lasted through the end of May. Several factors contributed to the tech sell-off: interest-rate hikes, fears of a slowdown in earnings growth, high valuations and illiquidity. Tech stocks did rebound in June, however, and the fund more than doubled the return of the S&P for the month.

Q. What other changes did you make to the fund since taking over?

A. In light of margin pressures and credit concerns in the finance sector, I reduced the sector's aggregate weighting to 11.8% of net assets compared to 20.6% six months ago. I also shifted the sector's asset allocation, reducing the fund's positions in regional banks, mortgage insurance companies and GSEs - government-sponsored enterprises such as Fannie Mae and Freddie Mac - while adding more capital markets exposure, which was a plus. Two other moves also helped. I reduced the fund's consumer nondurables holdings, largely due to the elimination of the Philip Morris position. I was less enamored with the company's fundamental prospects than my predecessor. I also eliminated the fund's bond position, as I expect to focus largely on equity investments.

Q. Which stocks were among the best absolute contributors?

A. Despite the technology sector's spring decline, six of the fund's 10 best-performing stocks came from that area. Most are very familiar names: Micron Technology, Intel, Oracle, Adobe Systems, Analog Devices and Nortel. All benefited from the growth prospects surrounding the rapid acceleration and penetration of Internet- and wireless-related communications. General Electric, the fund's largest holding at the end of the period, also was a strong contributor. GE experienced an acceleration in revenue and profit growth due to market share gains, acquisitions and strong global economies. Eli Lilly was another winner, benefiting from investor appreciation of its strong product pipeline and increased confidence in the company's earnings growth potential.

Q. Which stocks did not perform as well as you expected?

A. Although I have reduced these positions dramatically since taking over the fund, Fannie Mae and Freddie Mac significantly detracted from performance during the period. Several factors caused the underperformance of these stocks, including the Federal Reserve Board's recent string of interest-rate hikes and increased political bantering about capital ratios and funding requirements. Two other disappointments were retailers Home Depot and Wal-Mart. Despite continuing to deliver strong results, these stocks came under pressure as investors grew increasingly concerned that results would come under pressure due to slowing consumer spending caused by interest-rate increases.

Q. What is your outlook, Bettina?

A. It comes down to whether the technology sector's recent struggle was a short-term rotation or a permanent change in leadership. I believe it was just a violent short-term rotation similar to what we experienced at this time last year. On a medium-term basis, I expect the companies that are the enablers of our networked, communications economy - those that provide servers, data storage, fiber optics, etc. - are going to lead, because we still appear to be in the early stages of the "e-economy" build out.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$1.5 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Boeing Co.

374,200

$ 15,646,238

Textron, Inc.

30,200

1,640,238

17,286,476

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.3%

Praxair, Inc.

122,000

4,567,375

ENERGY - 6.4%

Energy Services - 1.3%

Baker Hughes, Inc.

36,700

1,174,400

Halliburton Co.

272,200

12,844,438

Schlumberger Ltd. (NY Shares)

92,300

6,887,888

20,906,726

Oil & Gas - 5.1%

BP Amoco PLC sponsored ADR

221,190

12,511,059

Chevron Corp.

27,000

2,289,938

Conoco, Inc. Class B

97,868

2,403,883

Cooper Cameron Corp. (a)

72,300

4,771,800

Exxon Mobil Corp.

417,300

32,758,050

Royal Dutch Petroleum Co. (NY Shares)

178,300

10,976,594

Tosco Corp.

257,300

7,284,806

TotalFinaElf SA:

Class B

6,153

947,562

sponsored ADR

94,405

7,251,484

81,195,176

TOTAL ENERGY

102,101,902

FINANCE - 11.8%

Banks - 1.1%

Bank of America Corp.

65,200

2,803,600

Bank of Tokyo-Mitsubishi Ltd.

255,000

3,081,070

Bank of Tokyo-Mitsubishi Ltd. ADR

44,500

539,563

Chase Manhattan Corp.

232,800

10,723,350

17,147,583

Credit & Other Finance - 2.9%

American Express Co.

499,400

26,031,225

Citigroup, Inc.

340,200

20,497,050

46,528,275

Federal Sponsored Credit - 4.1%

Fannie Mae

712,400

37,178,375

Freddie Mac

688,000

27,864,000

65,042,375

Insurance - 2.2%

Allmerica Financial Corp.

41,500

2,173,563

American International Group, Inc.

184,175

21,640,563

CIGNA Corp.

92,812

8,677,922

Shares

Value (Note 1)

Hartford Financial Services Group, Inc.

13,700

$ 766,344

The Chubb Corp.

37,200

2,287,800

35,546,192

Securities Industry - 1.5%

Daiwa Securities Group, Inc.

72,000

950,764

Morgan Stanley Dean Witter & Co.

155,900

12,978,675

Nomura Securities Co. Ltd.

391,000

9,570,317

23,499,756

TOTAL FINANCE

187,764,181

HEALTH - 10.3%

Drugs & Pharmaceuticals - 9.0%

American Home Products Corp.

82,900

4,870,375

Amgen, Inc.

71,300

5,008,825

Bristol-Myers Squibb Co.

373,600

21,762,200

Eli Lilly & Co.

466,400

46,581,700

Merck & Co., Inc.

149,200

11,432,450

Pfizer, Inc.

449,693

21,585,264

Schering-Plough Corp.

650,600

32,855,300

144,096,114

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

102,200

4,554,288

Johnson & Johnson

148,300

15,108,063

19,662,351

TOTAL HEALTH

163,758,465

INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%

Electrical Equipment - 4.2%

General Electric Co.

1,269,700

67,294,088

Industrial Machinery & Equipment - 1.1%

Deere & Co.

156,600

5,794,200

Ingersoll-Rand Co.

60,400

2,431,100

Tyco International Ltd.

194,200

9,200,225

17,425,525

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

84,719,613

MEDIA & LEISURE - 4.7%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group
Class A (a)

501,244

12,155,167

Charter Communications, Inc.

167,700

2,756,569

Comcast Corp. Class A (special) (a)

77,500

3,138,750

Cox Communications, Inc. Class A (a)

78,213

3,563,580

Infinity Broadcasting Corp. Class A (a)

23,400

852,638

Time Warner, Inc.

89,500

6,802,000

Univision Communications, Inc.
Class A (a)

6,100

631,350

29,900,054

Entertainment - 2.2%

Fox Entertainment Group, Inc. Class A (a)

239,400

7,271,775

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - continued

Viacom, Inc. Class B (non-vtg.) (a)

328,428

$ 22,394,684

Walt Disney Co.

133,500

5,181,469

34,847,928

Publishing - 0.1%

McGraw-Hill Companies, Inc.

35,400

1,911,600

Restaurants - 0.5%

McDonald's Corp.

268,700

8,850,306

TOTAL MEDIA & LEISURE

75,509,888

NONDURABLES - 0.5%

Beverages - 0.1%

The Coca-Cola Co.

27,300

1,568,044

Household Products - 0.4%

Avon Products, Inc.

16,900

752,050

Clorox Co.

41,700

1,868,681

Procter & Gamble Co.

67,320

3,854,070

6,474,801

TOTAL NONDURABLES

8,042,845

RETAIL & WHOLESALE - 4.6%

General Merchandise Stores - 2.5%

Kohls Corp. (a)

56,400

3,137,250

Target Corp.

119,400

6,925,200

Wal-Mart Stores, Inc.

533,700

30,754,463

40,816,913

Retail & Wholesale, Miscellaneous - 2.1%

Home Depot, Inc.

394,000

19,675,375

Lowe's Companies, Inc.

320,900

13,176,956

32,852,331

TOTAL RETAIL & WHOLESALE

73,669,244

SERVICES - 0.0%

Advertising - 0.0%

Interpublic Group of Companies, Inc.

13,800

593,400

Services - 0.0%

Gartner Group, Inc. Class B (a)

106

1,047

TOTAL SERVICES

594,447

TECHNOLOGY - 42.8%

Communications Equipment - 11.1%

Ciena Corp. (a)

61,700

10,284,619

Cisco Systems, Inc. (a)

1,046,300

66,505,444

Corning, Inc.

50,500

13,628,688

Lucent Technologies, Inc.

226,200

13,402,350

Nokia AB sponsored ADR

533,900

26,661,631

Shares

Value (Note 1)

Nortel Networks Corp.

481,200

$ 33,380,101

Telefonaktiebolaget LM Ericsson sponsored ADR

665,500

13,310,000

177,172,833

Computer Services & Software - 9.9%

Adobe Systems, Inc.

134,700

17,511,000

Amazon.com, Inc. (a)

10,200

370,388

America Online, Inc. (a)

266,600

14,063,150

Automatic Data Processing, Inc.

224,300

12,014,069

BEA Systems, Inc. (a)

75,100

3,712,756

BroadVision, Inc. (a)

111,400

5,660,513

Computer Sciences Corp. (a)

9,700

724,469

E.piphany, Inc.

13,000

1,393,438

First Data Corp.

61,700

3,061,863

i2 Technologies, Inc. (a)

25,800

2,690,053

InfoSpace.com, Inc. (a)

47,000

2,596,750

Microsoft Corp. (a)

242,100

19,368,000

Oracle Corp. (a)

456,600

38,382,939

Phone.com, Inc.

24,100

1,569,513

Redback Networks, Inc.

16,100

2,883,913

Siebel Systems, Inc. (a)

93,500

15,293,094

VeriSign, Inc. (a)

82,537

14,567,781

Yahoo!, Inc. (a)

23,000

2,849,125

158,712,814

Computers & Office Equipment - 7.2%

Compaq Computer Corp.

285,500

7,298,094

Dell Computer Corp. (a)

217,200

10,710,675

EMC Corp. (a)

270,500

20,811,594

Hewlett-Packard Co.

76,600

9,565,425

International Business Machines Corp.

34,100

3,736,081

Network Appliance, Inc. (a)

154,700

12,453,350

SCI Systems, Inc. (a)

490,600

19,225,388

Sun Microsystems, Inc. (a)

345,200

31,391,625

115,192,232

Electronic Instruments - 2.8%

Agilent Technologies, Inc.

86,915

6,409,981

Applied Materials, Inc. (a)

178,900

16,212,813

KLA-Tencor Corp. (a)

118,600

6,945,513

LAM Research Corp. (a)

404,000

15,150,000

44,718,307

Electronics - 11.8%

Analog Devices, Inc. (a)

245,100

18,627,600

Broadcom Corp. Class A (a)

7,100

1,554,456

Flextronics International Ltd. (a)

119,171

8,185,558

Intel Corp.

316,500

42,312,094

JDS Uniphase Corp. (a)

116,200

13,929,475

Methode Electronics, Inc. Class A

4,300

166,088

Micron Technology, Inc. (a)

335,200

29,518,550

Molex, Inc. Class A

145,810

5,103,350

Motorola, Inc.

60,000

1,743,750

National Semiconductor Corp. (a)

228,600

12,973,050

Samsung Electronics Co. Ltd.

2,800

926,616

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Sanmina Corp. (a)

59,500

$ 5,087,250

SDL, Inc. (a)

13,700

3,907,069

Texas Instruments, Inc.

541,900

37,221,756

Xilinx, Inc. (a)

83,700

6,910,481

188,167,143

TOTAL TECHNOLOGY

683,963,329

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

Southwest Airlines Co.

31,500

596,531

UTILITIES - 5.8%

Cellular - 4.5%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

34,100

6,063,406

Nextel Communications, Inc. Class A (a)

291,000

17,805,563

Nextel Partners, Inc. Class A

2,500

81,406

QUALCOMM, Inc. (a)

27,800

1,668,000

Sprint Corp. - PCS Group Series 1 (a)

316,800

18,849,600

Vodafone AirTouch PLC

122,991

509,643

Vodafone AirTouch PLC sponsored ADR

378,900

15,700,669

VoiceStream Wireless Corp. (a)

91,800

10,676,053

71,354,340

Electric Utility - 0.3%

AES Corp. (a)

113,000

5,155,625

Telephone Services - 1.0%

Level 3 Communications, Inc. (a)

105,100

9,248,800

NEXTLINK Communications, Inc. Class A

132,800

5,038,100

U.S. WEST, Inc.

16,300

1,397,725

15,684,625

TOTAL UTILITIES

92,194,590

TOTAL COMMON STOCKS

(Cost $1,159,260,000)

1,494,768,886

Cash Equivalents - 6.9%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

1,235,200

$ 1,235,200

Taxable Central Cash Fund, 6.59% (b)

109,058,384

109,058,384

TOTAL CASH EQUIVALENTS

(Cost $110,293,584)

110,293,584

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,269,553,584)

1,605,062,470

NET OTHER ASSETS - (0.5)%

(7,485,639)

NET ASSETS - 100%

$ 1,597,576,831

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,110,429,310 and $1,386,467,463, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $2,939,068 and $2,727,952, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $41,941 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,236,406. The fund received cash collateral of $1,235,200 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

90.0%

Canada

2.1

United Kingdom

1.8

Finland

1.7

Others (individually less than 1%)

4.4

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,270,414,331. Net unrealized appreciation aggregated $334,648,139, of which $383,735,051 related to appreciated investment securities and $49,086,912 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportuntities Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $1,269,553,584) -
See accompanying schedule

$ 1,605,062,470

Foreign currency held at value
(cost $869,073)

869,422

Receivable for investments sold

18,787,103

Receivable for fund shares sold

2,992,234

Dividends receivable

563,371

Interest receivable

475,311

Other receivables

13,116

Total assets

1,628,763,027

Liabilities

Payable to custodian bank

$ 1,150,566

Payable for investments purchased

27,237,658

Payable for fund shares redeemed

663,655

Accrued management fee

760,615

Distribution fees payable

30,888

Other payables and
accrued expenses

107,614

Collateral on securities loaned,
at value

1,235,200

Total liabilities

31,186,196

Net Assets

$ 1,597,576,831

Net Assets consist of:

Paid in capital

$ 1,297,693,607

Undistributed net
investment income

1,554,523

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(37,177,356)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

335,506,057

Net Assets

$ 1,597,576,831

Initial Class:
Net Asset Value, offering price
and redemption price per share ($1,222,937,712
÷
59,348,075 shares)

$20.61

Service Class:
Net Asset Value, offering price
and redemption price per share ($370,163,567
÷
17,987,163 shares)

$20.58

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,475,552
÷ 217,616 shares)

$20.57

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 4,944,088

Interest

2,196,303

Security lending

43,224

Total income

7,183,615

Expenses

Management fee

$ 4,713,628

Transfer agent fees

531,307

Distribution fees

171,473

Accounting and security lending fees

182,021

Non-interested trustees' compensation

2,651

Custodian fees and expenses

44,138

Registration fees

956

Audit

17,449

Legal

7,156

Reports to shareholders

7,396

Miscellaneous

395

Total expenses before reductions

5,678,570

Expense reductions

(279,920)

5,398,650

Net investment income

1,784,965

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(31,567,618)

Foreign currency transactions

(17,618)

Futures contracts

(211,116)

(31,796,352)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(41,408,261)

Assets and liabilities in
foreign currencies

105

(41,408,156)

Net gain (loss)

(73,204,508)

Net increase (decrease) in net assets resulting from operations

$ (71,419,543)

Other Information

Expense reductions
Directed brokerage arrangements

$ 276,910

Custodian credits

3,010

$ 279,920

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 1,784,965

$ 21,853,752

Net realized gain (loss)

(31,796,352)

109,839,194

Change in net unrealized appreciation (depreciation)

(41,408,156)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(71,419,543)

76,769,847

Distributions to shareholders
From net investment income

(21,794,226)

(17,518,652)

From net realized gain

(111,302,559)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(84,271,368)

140,493,459

Total increase (decrease) in net assets

(288,787,696)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $1,554,523 and $21,419,780, respectively)

$ 1,597,576,831

$ 1,886,364,527

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,804,052

$ 162,982,845

14,140,894

$ 318,792,928

Reinvested

5,190,171

107,280,842

2,116,413

45,714,518

Redeemed

(20,232,012)

(422,309,444)

(18,293,067)

(412,962,598)

Net increase (decrease)

(7,237,789)

$ (152,045,757)

(2,035,760)

$ (48,455,152)

Service Class
Sold

3,431,508

$ 71,121,191

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,498

217,292

4,691,331

Redeemed

(1,604,623)

(33,520,138)

(1,230,823)

(27,601,312)

Net increase (decrease)

3,076,691

$ 63,409,551

8,371,609

$ 188,948,611

Service Class 2 A
Sold

234,557

$ 4,716,010

-

$ -

Reinvested

361

7,445

-

-

Redeemed

(17,302)

(358,617)

-

-

Net increase (decrease)

217,616

$ 4,364,838

-

$ -

Distributions
From net investment income
Initial Class

$ 17,669,786

$ 15,930,817

Service Class

4,123,251

1,587,835

Service Class 2 A

1,189

-

Total

$ 21,794,226

$ 17,518,652

From net realized gain
Initial Class

$ 89,611,056

$ 29,783,702

Service Class

21,685,247

3,103,496

Service Class 2 A

6,256

-

Total

$ 111,302,559

$ 32,887,198

$ 133,096,785

$ 50,405,850

G Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

$ 10.00

Income from Investment Operations

Net investment income

.02 D

.27 D

.26 D

.29 D

.26

.11

Net realized and unrealized gain (loss)

(.86)

.66

4.29

4.18

2.12

3.14

Total from investment operations

(.84)

.93

4.55

4.47

2.38

3.25

Less Distributions

From net investment income

(.28)

(.23)

(.21)

(.25)

-

(.11)

From net realized gain

(1.42)

(.43)

(.73)

(.35)

(.05)

(.07)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

(.18)

Net asset value, end of period

$ 20.61

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Total Return B, C

(3.65)%

4.27%

24.61%

29.95%

18.27%

32.52%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,222,938

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

$ 164,303

Ratio of expenses to average net assets

.67% A

.69%

.71%

.74%

.77%

.85% G

Ratio of expenses to average net assets after
expense reductions

.64% A, H

.68% H

.70% H

.73% H

.76% H

.83% H

Ratio of net investment income to average net assets

.24% A

1.20%

1.27%

1.68%

2.29%

2.49%

Portfolio turnover

138% A

42%

29%

26%

28%

38%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.01

.25

.23

.04

Net realized and unrealized gain (loss)

(.86)

.66

4.30

.73

Total from investment operations

(.85)

.91

4.53

.77

Less Distributions

From net investment income

(.27)

(.22)

(.21)

-

From net realized gain

(1.42)

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 20.58

$ 23.12

$ 22.86

$ 19.27

Total ReturnB, C

(3.70)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 370,164

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.77% A

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.74% A, H

.78% H

.79% H

.83% A, H

Ratio of net investment income to average net assets

.14% A

1.09%

1.16%

1.72% A

Portfolio turnover

138% A

42%

29%

26%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 3, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income (loss) D

(.00)

Net realized and unrealized gain (loss)

(.44)

Total from investment operations

(.44)

Less Distributions

From net investment income

(.27)

From net realized gain

(1.42)

Total distributions

(1.69)

Net asset value, end of period

$ 20.57

Total Return B, C

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,476

Ratio of expenses to average net assets

.96% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.05)% A

Portfolio turnover

138% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

Growth Opportunities Portfolio (the fund) is a fund of Variable Insurance Products Fund III (the trust) (referred to in this report as Fidelity Variable Insurance Products: Growth Opportunities Portfolio) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The fund offers three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for futures transactions, foreign currency transactions, market discount, and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annualized rate of .58% of average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 170,539

Service Class 2

934

$ 171,473

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annualized rate of .07% of average net assets.

For the period, the following amounts were paid to FIIOC:

Initial Class

$ 417,276

Service Class

113,605

Service Class 2

426

$ 531,307

Growth Opportunities Portfolio

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's schedule of investments.

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of the fund's schedule of investments.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 15% of the outstanding shares of the fund. In addition, one unaffiliated insurance company was record owner of 66% of the total outstanding shares of the fund.

Growth Opportunities Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned. C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,377,496,384.11

94.671

Against

12,255,144.99

0.842

Abstain

65,286,057.94

4.487

TOTAL

1,455,037,587.04

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 6

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,340,780,422.20

92.147

Against

27,115,319.81

1.864

Abstain

87,141,845.03

5.989

TOTAL

1,455,037,587.04

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,739,032.83

91.526

Against

27,683,762.48

1.903

Abstain

95,614,791.73

6.571

TOTAL

1,455,037,587.04

100.000

* Denotes trust-wide proposals and voting results.

PROPOSAL 10

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,323,899,985.14

90.987

Against

34,015,265.88

2.338

Abstain

97,122,336.02

6.675

TOTAL

1,455,037,587.04

100.000

PROPOSAL 13

Diversification - To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,328,921,810.70

91.332

Against

33,755,864.67

2.320

Abstain

92,359,911.67

6.348

TOTAL

1,455,037,587.04

100.000

PROPOSAL 14

Underwriting - To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,436,859.78

91.505

Against

31,609,505.60

2.173

Abstain

91,991,221.66

6.322

TOTAL

1,455,037,587.04

100.000

PROPOSAL 15

Concentration - To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,327,032,945.65

91.203

Against

34,495,489.11

2.370

Abstain

93,509,152.28

6.427

TOTAL

1,455,037,587.04

100.000

Growth Opportunities Portfolio

Semiannual Report

Growth Opportunities Portfolio

Growth Opportunities Portfolio

Growth Opportunities Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

Bettina Doulton, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John Costello, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPGRO-SANN-0800 108588
1.705699.102

(2_fidelity_logos)

Fidelity® Variable Insurance Products:

Mid Cap Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

3

A review of what happened in world markets during the past six months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The manager's review of fund performance, strategy
and outlook.

Investments

8

A complete list of the fund's investments with their
market values.

Financial Statements

14

Statements of assets and liabilities, operations, and
changes in net assets, as well as financial highlights.

Notes

18

Notes to the financial statements.

Proxy Voting Results

21

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of the fund's portfolio managers only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

>Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Initial Class

61.46%

53.21%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $19,020 - a 90.20% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class

61.43%

53.10%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class - on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $19,000 - a 90.00% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from December 28, 1998 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class 2

61.26%

52.99%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2 - on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,980 - an 89.80% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially exceeding the performance of its benchmark, the Standard & Poor's MidCap 400 Index, which had a total return of 8.97% for the six-month period ending June 30, 2000 and a 16.98% return for the 12-month period.

Q. What factors affected performance?

A. We started the period by continuing a very good run in technology and biotechnology into March. The technology run was driven by excitement about the Internet, with continued bullishness for Internet infrastructure stocks. Enthusiasm for biotechnology stocks was strong due to breakthroughs in genomics, or gene-mapping. In early March, however, things seemed to fall apart for both sectors. The catalyst for biotechnology's decline was a government announcement raising questions about whether patents would be issued for genes. That started a cascade that began in March and lasted until early June. Valuations were so high that anything that possibly could threaten stock values eventually did. In early June, however, stocks in these two sectors started coming back.

Q. What were your principal strategies during this period of volatility?

A. We had a very strong weighting in technology early in the period, exceeding 45% of net assets in late February. This helped the fund greatly in the rally. We did get hit in the correction that began in March, but we practiced prudent risk management, selling some stocks with extremely high valuations, and taking some money off the table. I also reduced our holdings in some Internet stocks when I started to see cracks in Internet usage and a reduction in advertising on the Web. I remained bullish on telecommunications service providers, such as Nextel, as I was still optimistic about the growth potential for wireless communications in the United States. By the end of the period, the technology weighting declined to 31.7% of net assets. Part of this reduction was a result of stock prices losing value and part of it was a result of my decisions to reduce the size of holdings. Throughout the period, I avoided traditional defensive areas such as cyclicals, natural resources and utilities other than telecommunications companies. As a risk-management tactic, I was more comfortable increasing my cash position than investing in these industries. The fund did underperform the S&P MidCap 400 Index from early March through early June, but I thought that was an acceptable price to pay for the very good performance early in the period. Overall, we were well ahead of mid-cap stock indexes for the six-month period.

Q. What were some of the investments that helped performance?

A. Nextel Communications, the fund's largest position at the end of the period, was a big contributor. Kopin, which makes wafers for the amplifiers of wireless handsets, also helped performance. Kopin and Research in Motion, which manufactures two-way pagers with access to the Internet, both benefited from increased wireless usage. Another strong contributor was Veritas Software, whose data protection products were in demand as data storage related to the Internet grew.

Q. What were some of the disappointments?

A. DoubleClick had performed well earlier, but its stock fell as advertising on the Internet declined. DoubleClick is the largest provider of advertising on the Internet. Most of the other detractors from performance, relative to the S&P Mid Cap 400 Index, were companies such as QLogic Corp., which had good performance but which I underweighted. QLogic produces components for fiber-optic communications systems.

Q. What is your outlook for the mid-cap stock market?

A. The rapid growth of wireless communications and increased Internet usage are major long-term trends. However, the stocks that benefited from this growth during the period reached very high valuations and then suffered sharp corrections in March through early June. Investors are wondering what will happen next. I believe that technology will continue to be a driving force for global change, and I think that the growth potential of wireless communications remains very strong in the United States.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2000, more than $296 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 87.3%

Shares

Value (Note 1)

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 1.2%

Avery Dennison Corp.

17,400

$ 1,167,975

Dow Chemical Co.

8,300

250,556

Ivex Packaging Corp. (a)

14,900

165,763

Lyondell Chemical Co.

41,800

700,150

M.A. Hanna Co.

47,300

425,700

Sealed Air Corp. (a)

9,800

513,275

Union Carbide Corp.

4,700

232,650

3,456,069

Packaging & Containers - 0.0%

Bemis Co., Inc.

4,800

161,400

Paper & Forest Products - 0.1%

Trex Co., Inc. (a)

6,000

300,000

TOTAL BASIC INDUSTRIES

3,917,469

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

Applied Films Corp. (a)

9,600

351,600

Engineering - 0.3%

Bouygues SA

600

400,659

Quanta Services, Inc. (a)

9,900

544,500

945,159

TOTAL CONSTRUCTION & REAL ESTATE

1,296,759

DURABLES - 1.6%

Autos, Tires, & Accessories - 0.5%

SPX Corp.

11,090

1,341,197

Consumer Electronics - 0.7%

Black & Decker Corp.

3,700

145,456

General Motors Corp. Class H (a)

22,100

1,939,275

2,084,731

Home Furnishings - 0.0%

Leggett & Platt, Inc.

6,700

110,550

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

11,300

265,550

Liz Claiborne, Inc.

18,670

658,118

Timberland Co. Class A (a)

5,200

368,225

1,291,893

TOTAL DURABLES

4,828,371

ENERGY - 10.8%

Energy Services - 6.4%

BJ Services Co. (a)

28,980

1,811,250

Cal Dive International, Inc. (a)

9,700

525,619

Coflexip SA sponsored ADR

2,300

139,150

Diamond Offshore Drilling, Inc.

15,300

537,413

ENSCO International, Inc.

46,110

1,651,314

Global Marine, Inc.

73,500

2,071,781

Shares

Value (Note 1)

Grey Wolf, Inc. (a)

162,000

$ 810,000

Halliburton Co.

24,700

1,165,531

Hanover Compressor Co. (a)

23,700

900,600

Helmerich & Payne, Inc.

20,100

751,238

Nabors Industries, Inc. (a)

40,080

1,665,825

Noble Drilling Corp.

43,590

1,795,363

Pride International, Inc. (a)

9,000

222,750

R&B Falcon Corp. (a)

30,800

725,725

Rowan Companies, Inc. (a)

4,300

130,613

Smith International, Inc. (a)

10,400

757,250

Tidewater, Inc.

25,950

934,200

Transocean Sedco Forex, Inc.

14,260

762,019

Varco International, Inc. (a)

30,548

710,229

Weatherford International, Inc.

25,930

1,032,338

19,100,208

Oil & Gas - 4.4%

Anadarko Petroleum Corp.

18,100

892,556

Apache Corp.

37,450

2,202,528

Burlington Resources, Inc.

14,700

562,275

Cooper Cameron Corp. (a)

12,560

828,960

Devon Energy Corp.

19,700

1,106,894

EOG Resources, Inc.

9,140

306,190

Grant Prideco, Inc. (a)

8,730

218,250

Kerr-McGee Corp.

2,770

163,257

Murphy Oil Corp.

2,000

118,875

Noble Affiliates, Inc.

14,470

539,008

Ocean Energy, Inc. (a)

39,290

557,427

Santa Fe Snyder Corp. (a)

144,670

1,645,621

Tosco Corp.

23,530

666,193

USX - Marathon Group

7,590

190,224

Valero Energy Corp.

18,700

593,725

Vastar Resources, Inc.

21,640

1,777,185

Veritas DGC, Inc. (a)

22,600

587,600

12,956,768

TOTAL ENERGY

32,056,976

FINANCE - 6.5%

Banks - 0.9%

Bank of New York Co., Inc.

15,300

711,450

Bank One Corp.

39,200

1,041,250

PNC Financial Services Group, Inc.

16,600

778,125

2,530,825

Credit & Other Finance - 0.5%

Concord EFS, Inc. (a)

16,500

429,000

Household International, Inc.

14,000

581,875

Providian Financial Corp.

6,700

603,000

1,613,875

Federal Sponsored Credit - 1.3%

Freddie Mac

92,410

3,742,605

Insurance - 3.7%

Ace Ltd.

23,200

649,600

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AFLAC, Inc.

8,950

$ 411,141

Allmerica Financial Corp.

12,720

666,210

AMBAC Financial Group, Inc.

24,640

1,350,580

American General Corp.

4,590

279,990

Brown & Brown, Inc.

500

26,000

CIGNA Corp.

25,650

2,398,275

First Health Group Corp. (a)

14,300

469,219

Hartford Financial Services Group, Inc.

6,270

350,728

Jefferson-Pilot Corp.

3,600

203,175

MBIA, Inc.

5,310

255,876

MetLife, Inc.

60,000

1,263,750

Protective Life Corp.

22,780

606,518

Reliastar Financial Corp.

23,939

1,255,301

The Chubb Corp.

4,360

268,140

XL Capital Ltd. Class A

10,400

562,900

11,017,403

Securities Industry - 0.1%

Lehman Brothers Holdings, Inc.

3,000

283,688

TOTAL FINANCE

19,188,396

HEALTH - 13.5%

Drugs & Pharmaceuticals - 10.4%

Abgenix, Inc. (a)

6,100

731,142

Alkermes, Inc. (a)

4,100

193,213

Allergan, Inc.

10,100

752,450

ALZA Corp. (a)

12,200

721,325

Aviron (a)

28,880

891,670

Bristol-Myers Squibb Co.

10,800

629,100

Celgene Corp. (a)

23,550

1,386,506

Cephalon, Inc. (a)

31,540

1,888,458

Chiron Corp. (a)

12,830

609,425

COR Therapeutics, Inc. (a)

28,420

2,424,581

Corixa Corp. (a)

9,500

407,906

CV Therapeutics, Inc. (a)

7,605

527,122

Elan Corp. PLC sponsored ADR (a)

20,200

978,438

Eli Lilly & Co.

7,500

749,063

Forest Laboratories, Inc. (a)

6,370

643,370

Gene Logic, Inc. (a)

10,480

374,005

Genentech, Inc.

3,170

545,240

Gilead Sciences, Inc. (a)

7,010

498,586

Human Genome Sciences, Inc. (a)

620

82,693

ImClone Systems, Inc. (a)

16,400

1,253,575

IVAX Corp. (a)

6,500

269,750

Millennium Pharmaceuticals, Inc. (a)

13,762

1,539,624

Myriad Genetics, Inc. (a)

9,000

1,332,703

Noven Pharmaceuticals, Inc. (a)

1,100

33,069

PE Corp. - Celera Genomics Group (a)

9,300

869,550

Protein Design Labs, Inc. (a)

8,210

1,354,265

QLT, Inc. (a)

21,260

1,651,402

Schering-Plough Corp.

9,700

489,850

Shares

Value (Note 1)

Sepracor, Inc. (a)

12,560

$ 1,515,050

Teva Pharmaceutical Industries Ltd. ADR

28,200

1,563,338

Titan Pharmaceuticals, Inc. (a)

15,100

649,300

United Therapeutics Corp.

26,100

2,828,588

Vertex Pharmaceuticals, Inc. (a)

5,300

558,488

30,942,845

Medical Equipment & Supplies - 0.8%

Millipore Corp.

8,700

655,763

MiniMed, Inc. (a)

3,900

460,200

Novoste Corp. (a)

10,300

628,300

Stryker Corp.

10,800

472,500

Sybron International, Inc. (a)

8,730

172,963

2,389,726

Medical Facilities Management - 2.3%

Express Scripts, Inc. Class A (a)

10,800

670,950

Laboratory Corp. of America Holdings

5,700

439,613

Quest Diagnostics, Inc. (a)

24,500

1,831,375

Trigon Healthcare, Inc. (a)

43,170

2,225,953

UnitedHealth Group, Inc.

14,600

1,251,950

Wellpoint Health Networks, Inc. (a)

4,800

347,700

6,767,541

TOTAL HEALTH

40,100,112

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%

Electrical Equipment - 2.2%

Adaptive Broadband Corp. (a)

21,140

776,895

Adtran, Inc. (a)

16,300

975,963

American Power Conversion Corp. (a)

7,300

297,931

ANTEC Corp. (a)

11,200

465,500

California Amplifier, Inc. (a)

320

14,640

Harris Corp.

5,600

183,400

Pace Micro Technology PLC

88,944

1,284,515

Powerwave Technologies, Inc. (a)

6,700

294,800

Scientific-Atlanta, Inc.

16,840

1,254,580

Vyyo, Inc.

32,600

880,200

6,428,424

Industrial Machinery & Equipment - 0.6%

Asyst Technologies, Inc. (a)

21,900

750,075

Ingersoll-Rand Co.

10,100

406,525

Varian Semiconductor Equipment Associates, Inc. (a)

9,400

590,438

1,747,038

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

8,175,462

MEDIA & LEISURE - 3.1%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

23,020

762,178

Pegasus Communications Corp. (a)

53,240

2,612,088

Radio One, Inc.:

Class A

6,070

179,444

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Radio One, Inc.: - continued

Class D (non-vtg.) (a)

15,140

$ 334,026

TiVo, Inc.

29,200

1,022,000

UnitedGlobalCom, Inc. Class A (a)

5,090

237,958

Univision Communications, Inc.
Class A (a)

8,580

888,030

USA Networks, Inc. (a)

43,300

936,363

6,972,087

Entertainment - 0.7%

Mandalay Resort Group (a)

18,100

362,000

MGM Grand, Inc.

41,900

1,346,038

Park Place Entertainment Corp. (a)

5,400

65,813

Premier Parks, Inc. (a)

10,400

236,600

2,010,451

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

860

34,185

Restaurants - 0.0%

Jack in the Box, Inc. (a)

2,880

70,920

TOTAL MEDIA & LEISURE

9,087,643

NONDURABLES - 1.7%

Agriculture - 0.1%

Nutreco Holding NV

11,573

441,603

Foods - 1.2%

Bestfoods

4,200

290,850

Keebler Foods Co.

22,840

847,935

Nabisco Group Holdings Corp.

45,910

1,190,791

Nabisco Holdings Corp. Class A

10,800

567,000

Quaker Oats Co.

7,200

540,900

3,437,476

Household Products - 0.4%

Avon Products, Inc.

24,610

1,095,145

TOTAL NONDURABLES

4,974,224

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd.

8,930

56,095

Newmont Mining Corp.

900

19,463

Stillwater Mining Co. (a)

37,520

1,045,870

1,121,428

RETAIL & WHOLESALE - 1.1%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. (a)

21,800

722,125

General Merchandise Stores - 0.3%

Consolidated Stores Corp. (a)

1,900

22,800

Shares

Value (Note 1)

Costco Wholesale Corp. (a)

13,400

$ 442,200

Dollar Tree Stores, Inc. (a)

7,650

302,653

767,653

Grocery Stores - 0.3%

Safeway, Inc. (a)

17,100

771,638

Retail & Wholesale, Miscellaneous - 0.3%

Best Buy Co., Inc. (a)

13,000

822,250

Circuit City Stores, Inc. -
Circuit City Group

4,600

152,663

Ventro Corp.

3,500

66,063

1,040,976

TOTAL RETAIL & WHOLESALE

3,302,392

SERVICES - 2.5%

Advertising - 0.9%

ADVO, Inc. (a)

20,600

865,200

DoubleClick, Inc. (a)

8,180

311,863

TMP Worldwide, Inc. (a)

19,500

1,439,344

2,616,407

Printing - 0.0%

Valassis Communications, Inc. (a)

1,360

51,850

Services - 1.6%

ACNielsen Corp. (a)

23,100

508,200

Cintas Corp.

29,390

1,078,246

Convergys Corp. (a)

9,000

466,875

Ecolab, Inc.

28,939

1,130,430

Profit Recovery Group
International, Inc. (a)

21,600

359,100

Robert Half International, Inc. (a)

24,640

702,240

True North Communications

11,400

501,600

4,746,691

TOTAL SERVICES

7,414,948

TECHNOLOGY - 31.7%

Communications Equipment - 3.9%

ADC Telecommunications, Inc. (a)

8,300

696,163

Advanced Fibre Communications, Inc. (a)

2,430

110,109

Andrew Corp. (a)

17,000

570,563

Ciena Corp. (a)

4,790

798,433

Comverse Technology, Inc. (a)

14,850

1,381,050

Corning, Inc.

5,903

1,593,072

Ditech Communications Corp.

900

85,106

Efficient Networks, Inc.

9,800

720,913

Jabil Circuit, Inc. (a)

29,740

1,475,848

Metricom, Inc. (a)

10,230

285,161

Natural MicroSystems Corp. (a)

22,050

2,479,247

Tekelec (a)

7,800

375,863

Terayon Communication Systems, Inc. (a)

1,200

77,081

Turnstone Systems, Inc.

3,200

530,150

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Tut Systems, Inc. (a)

2,600

$ 149,175

Westell Technologies, Inc. Class A (a)

8,800

132,000

11,459,934

Computer Services & Software - 8.4%

Active Software, Inc.

13,500

1,048,781

Adobe Systems, Inc.

10,630

1,381,900

Affiliated Computer Services, Inc.
Class A (a)

3,220

106,461

Affymetrix, Inc. (a)

4,300

710,038

Amazon.com, Inc. (a)

24,500

889,656

Amdocs Ltd. (a)

7,947

609,932

Ariba, Inc.

5,000

490,234

Autodesk, Inc.

11,800

409,313

BEA Systems, Inc. (a)

24,520

1,212,208

BroadVision, Inc. (a)

2,300

116,869

Business Objects SA sponsored ADR (a)

4,400

387,750

CACI International, Inc. Class A (a)

12,200

237,900

Cadence Design Systems, Inc. (a)

19,620

399,758

Check Point Software
Technologies Ltd. (a)

3,200

677,600

Clarent Corp.

2,500

178,750

CNET Networks, Inc. (a)

23,700

582,131

Covad Communications Group, Inc. (a)

25,200

406,350

Digital Insight Corp.

4,900

166,600

Electronic Arts, Inc. (a)

3,010

219,542

Foundry Networks, Inc.

4,600

506,000

Interact Commerce Corp. (a)

7,080

83,632

Internap Network Services Corp.

3,300

137,002

Intuit, Inc. (a)

7,830

323,966

Keynote Systems, Inc.

6,300

444,544

Macromedia, Inc. (a)

900

87,019

Manugistics Group, Inc. (a)

1,500

70,125

Marketwatch.com, Inc. (a)

200

3,763

Mercury Interactive Corp. (a)

2,700

261,225

Metasolv Software, Inc.

11,330

498,520

National Computer Systems, Inc.

7,200

354,600

New Era of Networks, Inc. (a)

2,370

100,725

Opus360 Corp.

20

74

Orbotech Ltd.

8,400

780,150

Pharmacopeia, Inc. (a)

3,400

157,675

Phone.com, Inc.

4,900

319,113

Polycom, Inc. (a)

13,400

1,260,856

Priceline.com, Inc. (a)

24,500

930,617

Puma Technology, Inc. (a)

4,160

111,540

Rational Software Corp. (a)

14,300

1,329,006

Redback Networks, Inc.

6,320

1,132,070

Software.com, Inc.

2,100

272,738

VERITAS Software Corp. (a)

24,605

2,780,749

Vignette Corp. (a)

10,080

524,318

Shares

Value (Note 1)

Vitria Technology, Inc.

6,800

$ 415,650

webMethods, Inc.

12,000

1,886,250

25,003,700

Computers & Office Equipment - 4.7%

Alteon Websystems, Inc.

5,700

570,356

Apple Computer, Inc. (a)

80

4,190

Brocade Communications
Systems, Inc. (a)

16,860

3,093,547

CDW Computer Centers, Inc. (a)

30,800

1,925,000

Comdisco, Inc.

5,400

120,488

Copper Mountain Networks, Inc.

3,300

290,813

Juniper Networks, Inc.

15,060

2,192,171

MMC Networks, Inc. (a)

21,600

1,154,250

MRV Communications, Inc. (a)

6,100

410,225

Network Appliance, Inc. (a)

24,080

1,938,440

ScanSource, Inc. (a)

7,130

277,179

SCI Systems, Inc. (a)

7,100

278,231

Symbol Technologies, Inc.

9,645

520,830

Tech Data Corp. (a)

25,500

1,110,844

13,886,564

Electronic Instruments - 4.1%

Aclara Biosciences, Inc.

6,200

315,813

Agilent Technologies, Inc.

10,350

763,313

Aurora Biosciences Corp. (a)

17,100

1,166,006

FEI Co. (a)

29,700

905,850

KLA-Tencor Corp. (a)

4,820

282,271

Kulicke & Soffa Industries, Inc. (a)

12,100

718,438

Novellus Systems, Inc. (a)

14,950

845,609

PE Corp. - Biosystems Group

7,910

521,071

PerkinElmer, Inc.

36,950

2,443,319

Photon Dynamics, Inc. (a)

18,700

1,396,656

Tektronix, Inc.

13,200

976,800

Waters Corp. (a)

14,910

1,860,954

12,196,100

Electronics - 10.6%

Altera Corp. (a)

28,450

2,900,122

Analog Devices, Inc. (a)

7,440

565,440

Atmel Corp. (a)

11,300

416,688

Celestica, Inc. (sub. vtg.) (a)

7,720

375,962

Chartered Semiconductor
Manufacturing Ltd. ADR

3,540

318,600

Cypress Semiconductor Corp. (a)

20,640

872,040

Digital Microwave Corp. (a)

8,300

316,438

E Tek Dynamics, Inc. (a)

3,130

825,733

GlobeSpan, Inc.

12,400

1,513,769

Infineon Technologies AG

5,200

408,550

KEMET Corp. (a)

8,160

204,510

Kopin Corp. (a)

72,470

5,018,548

Lattice Semiconductor Corp. (a)

8,100

559,913

Linear Technology Corp.

20

1,279

LSI Logic Corp. (a)

2,900

156,963

Merix Corp. (a)

9,500

446,500

Microchip Technology, Inc. (a)

14,900

868,158

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Micron Technology, Inc. (a)

17,140

$ 1,509,391

National Semiconductor Corp. (a)

33,430

1,897,153

NVIDIA Corp. (a)

12,600

800,888

Plexus Corp. (a)

5,000

565,000

PMC-Sierra, Inc. (a)

3,870

687,651

Power-One, Inc. (a)

10,700

1,219,131

QLogic Corp. (a)

7,132

471,158

Rambus, Inc. (a)

14,100

1,452,300

S3, Inc.

34,100

502,975

Sanmina Corp. (a)

33,600

2,872,800

SDL, Inc. (a)

4,400

1,254,825

Three-Five Systems, Inc. (a)

2,704

159,536

TriQuint Semiconductor, Inc.

8,600

822,913

Vishay Intertechnology, Inc. (a)

18,220

691,221

Vitesse Semiconductor Corp. (a)

5,990

440,639

Xilinx, Inc. (a)

3,100

255,944

31,372,738

TOTAL TECHNOLOGY

93,919,036

TRANSPORTATION - 1.1%

Air Transportation - 0.2%

Continental Airlines, Inc. Class B (a)

4,900

230,300

Northwest Airlines Corp. Class A (a)

9,700

295,244

Southwest Airlines Co.

13,350

252,816

778,360

Railroads - 0.0%

Wabtec Corp.

296

3,071

Shipping - 0.5%

Teekay Shipping Corp.

45,000

1,479,375

Trucking & Freight - 0.4%

Forward Air Corp. (a)

11,985

479,400

Landstar System, Inc. (a)

10,100

601,581

1,080,981

TOTAL TRANSPORTATION

3,341,787

UTILITIES - 8.8%

Cellular - 4.2%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

3,400

604,563

Clearnet Communications, Inc.
Class A (non-vtg.) (a)

24,450

677,102

Microcell Telecommunications, Inc.
Class B (non-vtg.) (a)

26,430

955,979

Millicom International Cellular SA (a)

1,430

50,050

Nextel Communications, Inc. Class A (a)

123,420

7,551,737

Nextel Partners, Inc. Class A

6,300

205,144

Shares

Value (Note 1)

Sprint Corp. - PCS Group Series 1 (a)

37,110

$ 2,208,045

VoiceStream Wireless Corp. (a)

2,790

324,468

12,577,088

Electric Utility - 2.8%

AES Corp. (a)

30,960

1,412,550

Calpine Corp. (a)

68,000

4,471,000

Constellation Energy Corp.

8,100

263,756

IPALCO Enterprises, Inc.

15,680

315,560

Montana Power Co.

13,100

462,594

NiSource, Inc.

39,900

743,138

Northern States Power Co.

16,000

323,000

NRG Energy, Inc.

4,500

82,125

PECO Energy Co.

6,000

241,875

8,315,598

Gas - 1.3%

Columbia Energy Group

60

3,938

Dynegy, Inc. Class A

28,470

1,944,857

Enron Corp.

8,150

525,675

Kinder Morgan, Inc.

36,580

1,264,296

3,738,766

Telephone Services - 0.5%

Allegiance Telecom, Inc. (a)

2,200

140,800

CenturyTel, Inc.

31,400

902,750

ITXC Corp.

14,210

503,123

1,546,673

TOTAL UTILITIES

26,178,125

TOTAL COMMON STOCKS

(Cost $230,321,148)

258,903,128

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.59% to 6.03% 7/13/00 to 8/17/00 (c)
(Cost $919,351)

-

$ 925,000

919,853

Cash Equivalents - 18.5%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.58%, dated 6/30/00 due 7/3/00

$ 18,919,371

$ 18,909,000

Shares

Central Cash Collateral Fund, 6.71% (b)

6,731,354

6,731,354

Taxable Central Cash Fund, 6.59% (b)

29,086,263

29,086,263

TOTAL CASH EQUIVALENTS

(Cost $54,726,617)

54,726,617

TOTAL INVESTMENT PORTFOLIO - 106.1%

(Cost $285,967,116)

314,549,598

NET OTHER ASSETS - (6.1)%

(18,181,476)

NET ASSETS - 100%

$ 296,368,122

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 400 Midcap Index Contracts

Sept. 2000

$ 13,916,550

$ (412,213)

The face value of futures purchased as a percentage of net assets - 4.7%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $919,853.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $338,873,605 and $125,891,376, respectively.

The market value of futures contracts opened and closed during the
period amounted to $20,604,492 and $6,614,989, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $16,684 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,633,405. The fund received cash collateral of $6,731,354 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $289,737,660. Net unrealized appreciation aggregated $24,811,938, of which $35,724,103 related to appreciated investment securities and $10,912,165 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $18,909,000)
(cost $285,967,116) -
See accompanying schedule

$ 314,549,598

Cash

323,420

Receivable for investments sold

13,596,246

Receivable for fund shares sold

3,012,314

Dividends receivable

66,918

Interest receivable

128,429

Other receivables

10,808

Total assets

331,687,733

Liabilities

Payable for investments purchased

$ 27,374,504

Payable for fund shares redeemed

834,902

Accrued management fee

115,770

Distribution fees payable

12,793

Payable for daily variation on
futures contracts

208,051

Other payables and
accrued expenses

42,237

Collateral on securities loaned,
at value

6,731,354

Total liabilities

35,319,611

Net Assets

$ 296,368,122

Net Assets consist of:

Paid in capital

$ 271,976,722

Undistributed net investment income

97,845

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,876,611)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

28,170,166

Net Assets

$ 296,368,122

Initial Class:
Net Asset Value, offering price
and redemption price per share
($149,443,660
÷ 7,938,617
shares)

$18.82

Service Class:
Net Asset Value, offering price and
redemption price per share
($129,033,252
÷ 6,865,262
shares)

$18.80

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($17,891,210
÷ 952,751 shares)

$18.78

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 177,301

Interest

380,016

Security lending

16,068

Total income

573,385

Expenses

Management fee

$ 306,603

Transfer agent fees

43,421

Distribution fees

44,790

Accounting and security lending fees

32,445

Non-interested trustees' compensation

111

Custodian fees and expenses

58,064

Audit

8,158

Legal

586

Reports to Shareholders

236

Miscellaneous

69

Total expenses before reductions

494,483

Expense reductions

(19,437)

475,046

Net investment income

98,339

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(3,838,305)

Foreign currency transactions

1,931

Futures contracts

126,879

(3,709,495)

Change in net unrealized appreciation (depreciation) on:

Investment securities

24,218,897

Assets and liabilities in
foreign currencies

(23)

Futures contracts

(424,407)

23,794,467

Net gain (loss)

20,084,972

Net increase (decrease) in net assets resulting from operations

$ 20,183,311

Other Information

Expense reductions
Directed brokerage arrangements

$ 19,080

Custodian credits

357

$ 19,437

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 98,339

$ (3,279)

Net realized gain (loss)

(3,709,495)

139,917

Change in net unrealized appreciation (depreciation)

23,794,467

4,343,490

Net increase (decrease) in net assets resulting from operations

20,183,311

4,480,128

Distributions to shareholders
From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(131,105)

(172,440)

Share transactions - net increase (decrease)

248,664,126

22,312,614

Total increase (decrease) in net assets

268,716,332

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period (including undistributed net investment income of $97,845 and $0, respectively)

$ 296,368,122

$ 27,651,790

Other Information:

Six months ended
June 30, 2000 (Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,954,588

$ 141,197,057

67,742

$ 873,931

Reinvested

507

8,466

755

10,914

Redeemed

(130,836)

(2,260,660)

(4,140)

(54,766)

Net increase (decrease)

7,824,259

$ 138,944,863

64,357

$ 830,079

Service Class
Sold

5,632,594

$ 100,266,360

1,749,215

$ 22,631,585

Reinvested

7,312

121,968

11,186

161,526

Redeemed

(474,562)

(8,379,137)

(110,484)

(1,310,576)

Net increase (decrease)

5,165,344

$ 92,009,191

1,649,917

$ 21,482,535

Service Class 2 A
Sold

1,052,073

$ 19,316,295

-

$ -

Reinvested

40

671

-

-

Redeemed

(99,362)

(1,606,894)

-

-

Net increase (decrease)

952,751

$ 17,710,072

-

$ -

Distributions

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 131,105

$ 172,440

G Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 E

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.02

.00

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.62

5.05

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.82

$ 15.25

$ 10.31

Total Return B, C

23.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 149,444

$ 1,744

$ 516

Ratio of expenses to average net assets

.84% A

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.80% A, H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

.25% A

.01%

(.27)% A

Portfolio turnover

239% A

163%

125% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 F

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

(.01)

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.61

5.04

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.80

$ 15.24

$ 10.31

Total Return B, C

23.73%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 129,033

$ 25,908

$ 516

Ratio of expenses to average net assets

.92% A

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.88% A, H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.17% A

(.09)%

(.35)% A

Portfolio turnover

239% A

163%

125% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

4.01

Total from investment operations

4.01

Less Distributions

In excess of net realized gain

(.05)

Net asset value, end of period

$ 18.78

Total Return B, C

27.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 17,891

Ratio of expenses to average net assets

1.07% A

Ratio of expenses to average net assets after expense reductions

1.04% A, F

Ratio of net investment income to average net assets

.02% A

Portfolio turnover

239% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

Mid Cap Portfolio (the fund) is a fund of Variable Insurance Products Fund III (the trust) (referred to in this report as Fidelity Variable Insurance Products: Mid Cap Portfolio) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The fund offers three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for futures transactions, foreign currency transactions, net operating losses, and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annualized rate of .56% of average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 36,074

Service Class 2

8,716

$ 44,790

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annualized rate of .08% of average net assets.

Mid Cap Portfolio

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the following amounts were paid to FIIOC:

Initial Class

$ 13,418

Service Class

27,121

Service Class 2

2,882

$ 43,421

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's schedule of investments.

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of the fund's schedule of investments.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 44% of the outstanding shares of the fund. In addition, one unaffiliated insurance company was record owner of 28% of the total outstanding shares of the fund.

Mid Cap Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

152,524,752.89

95.370

Against

1,456,201.90

0.911

Abstain

5,947,746.88

3.719

TOTAL

159,928,701.67

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

149,727,278.77

93.621

Against

2,405,860.33

1.505

Abstain

7,795,562.57

4.874

TOTAL

159,928,701.67

100.000

PROPOSAL 5

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,993,847.24

92.537

Against

3,567,046.24

2.231

Abstain

8,367,808.19

5.232

TOTAL

159,928,701.67

100.000

PROPOSAL 6

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,959,308.60

92.516

Against

3,629,590.53

2.269

Abstain

8,339,802.54

5.215

TOTAL

159,928,701.67

100.000

* Denotes trust-wide proposals and voting results.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

David Felman, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPMID-SANN-0800 108582
1.723369.101

(2_fidelity_logos)

Fidelity® Variable Insurance Products
Initial Class

Overseas Portfolio

Mid Cap Portfolio

Growth Portfolio

Contrafund® Portfolio

Growth Opportunities Portfolio

Index 500 Portfolio

Growth & Income Portfolio

Equity-Income Portfolio

Balanced Portfolio

Asset Manager: Growth® Portfolio

Asset Manager SM Portfolio

High Income Portfolio

Investment Grade Bond Portfolio

Money Market Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

4

A review of what happened in world markets during the past six months.

Overseas Portfolio

5
6
7
10

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Mid Cap Portfolio

14
15
16
22
26

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Growth Portfolio

28
29
30
35

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Contrafund Portfolio

39
40
41
49

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Growth Opportunities Portfolio

53
54
55
58
62

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Index 500 Portfolio

64
65
66
74

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Growth & Income Portfolio

77
78
79
82
86

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Equity-Income Portfolio

88
89
90
97

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Balanced Portfolio

101
102
103
114
118

Performance and Investment Summary
Fund Talk: The Managers' Overview
Investments
Financial Statements
Proxy Voting Results

Asset Manager: Growth Portfolio

120
121
122
136

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Asset Manager Portfolio

140
141
142
157

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

High Income Portfolio

161
162
163
173

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Investment Grade Bond Portfolio

177
178
179
185

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Money Market Portfolio

188
189
190
193

Performance
Fund Talk: The Manager's Overview
Investments
Financial Statements

Notes to Financial Statements

196

Notes to the Financial Statements

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not
authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Initial Class

25.24%

15.19%

9.85%

MSCI EAFE

17.38%

11.49%

8.04%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of June 30, 2000, the index included 947 equity securities of companies domiciled in
20 countries.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Initial Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,584 - a 155.84% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,660 - a 116.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

TotalFinaElf SA Class B (France)

4.7

Furukawa Electric Co. Ltd. (Japan)

4.5

BP Amoco PLC (United Kingdom)

4.0

Vodafone AirTouch PLC (United Kingdom)

3.6

Samsung Electronics Co. Ltd. (Korea (South))

2.9

19.7

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

16.4

Utilities

15.7

Energy

14.3

Finance

13.3

Industrial Machinery & Equipment

8.8

Top Five Countries as of June 30, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

22.3

United Kingdom

16.5

France

10.2

Netherlands

8.0

Switzerland

3.7

Percentages are adjusted for the effect of open futures contracts, if applicable.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six months that ended June 30, 2000, the fund lagged the -3.97% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East. For the 12 months that ended June 30, 2000, the fund's return topped the 17.38% return of the EAFE index.

Q. Why did the fund underperform its index during the past six months?

A. The fund's high concentration in Japanese technology and European and Japanese telephone utilities stocks - which were among the most positive sectors for the fund in the prior period - turned out to be the biggest relative detractor from performance this period. This weakness was due to a global correction in both sectors that was fueled by unsustainable valuations, some disappointing earnings reports and concerns about higher interest rates. In January and February, continued strong returns from the fund's positions in selected Japanese technology stocks - such as Kyocera - and Internet-related companies - such as Softbank - were short-lived when technology stocks retreated in March, turning advances in those stocks into detractors from performance for the remainder of the period. Among the utilities stocks that gave up some of their gains from the fourth quarter of 1999 and hurt the fund most were European and Japanese telephone utilities such as Vodafone AirTouch, British Telecommunications, DDI and Nippon Telegraph & Telephone.

Q. There seemed to be an effort to make the fund more concentrated during the period . . .

A. That's true. It was an extremely difficult period. Volatile market conditions created some unusual opportunities to buy more of the fund's most attractive stocks at cheaper prices. Therefore, I eliminated some of the fund's smaller and less attractive holdings to increase our positions in the stocks with the greatest potential for growth. My effort to increase the fund's concentration reduced the total number of stocks in the portfolio by about 27%. Further, the strategy also boosted the weighting of the fund's top-10 positions to 28.1% of the fund's net assets, from 19.7% of net assets six months earlier.

Q. Why did the fund's energy position rise from the prior period? What was your strategy there?

A. The energy sector looked attractive for several reasons. First, OPEC (Organization of Petroleum Exporting Countries) curtailed production during a period of increasing global demand, and this caused oil inventories to fall to very low levels. Second, as demand continued to grow and inventories remained low, I felt that oil prices might remain above the levels most investors were expecting - and that meant energy stocks were cheap as they reflected a $16-$18 per barrel oil price assumption. Third, I thought the earnings estimates for these companies were generally too low. Most were generating substantial cash flow and were benefiting from continuing industry consolidation activity. In this environment, I added to some of the fund's existing positions in oil producers such as TotalFinaElf and BP Amoco, both of which were among the fund's top-five holdings at the end of the period. In addition, I initiated positions in a number of tanker stocks on expectations that OPEC would need to increase production in an effort to ease oil prices. This worked out well as production quotas were eventually raised and prices for tanker stocks - such as fund holding Overseas Shipholding - increased substantially.

Q. What were some of the fund's top performers?
Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, bucked the sell-off in the technology sector and stood out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. On the down side, Kyocera, the fund's largest detractor, and Vodafone AirTouch both suffered from overall weakness in the technology and utilities sectors.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies that have good growth prospects and are consistently reporting strong earnings. In partnership with our team of 100 international research analysts, we'll maintain our global stock selection process using a bottom-up approach, while monitoring country and industry weightings. I expect consolidation to remain a major theme across a variety of sectors as corporate managements seek to cut costs, boost growth and increase their global competitiveness by acquiring competitors.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2000, more than $3.0 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%

Shares

Value (Note 1)

Australia - 1.1%

Broken Hill Proprietary Co. Ltd.

676,793

$ 7,977,892

Cable & Wireless Optus Ltd. (a)

2,839,300

8,439,288

News Corp. Ltd.

795,223

10,834,913

News Corp. Ltd. sponsored ADR (preferred ltd. vtg.)

163,800

7,780,500

35,032,593

Belgium - 0.2%

Electrabel SA

22,500

5,556,997

Brazil - 0.3%

Aracruz Celulose SA sponsored ADR

212,400

4,101,975

Telesp Celular Participacoes SA ADR

141,800

6,363,275

10,465,250

Canada - 2.8%

Alberta Energy Co. Ltd.

189,500

7,654,238

Anderson Exploration Ltd. (a)

355,200

6,453,820

BCE, Inc.

59,000

1,398,784

Canada Occidental Petroleum Ltd.

153,000

4,149,240

Canadian Natural Resources Ltd. (a)

279,600

8,120,770

Celestica, Inc. (sub. vtg.) (a)

199,800

9,730,213

Cinar Films, Inc. Class B (ltd. vtg.) (a)

136,500

477,750

Crestar Energy, Inc. (a)

277,500

4,226,697

Mitel Corp. (a)

112,300

2,343,850

Nortel Networks Corp.

92,652

6,427,126

Rio Alto Exploration Ltd. (a)

257,500

4,713,441

Suncor Energy, Inc.

196,500

4,539,210

Talisman Energy, Inc. (a)

659,100

21,836,444

Telesystem International Wireless, Inc. (sub. vtg.) (a)

213,900

3,915,360

85,986,943

Denmark - 0.4%

Novo-Nordisk AS (B Shares) (a)

64,800

11,018,365

Finland - 2.8%

Metsa-Serla Oyj Class B Free Shares

164,200

1,213,949

Nokia AB

770,000

38,451,874

Sampo Insurance Co. Ltd.

131,100

5,315,171

Sonera Corp.

221,200

10,075,906

UPM-Kymmene Corp.

1,284,600

31,861,548

86,918,448

France - 10.2%

Aventis SA

166,260

12,064,242

AXA SA de CV

127,026

19,994,115

Banque Nationale de Paris (BNP)

159,240

15,312,225

Canal Plus SA

28,800

4,835,382

Castorama Dubois Investissements SA

34,750

8,585,789

Compagnie de St. Gobain

23,000

3,106,824

France Telecom SA

280,400

39,160,182

Rhodia SA

361,700

6,072,769

Sanofi-Synthelabo SA

193,168

9,195,203

Societe Generale Class A

168,800

10,144,686

Shares

Value (Note 1)

Suez Lyonnaise des Eaux

33,800

$ 5,916,684

Television Francaise 1 SA

208,940

14,550,237

TotalFinaElf SA Class B

945,444

145,598,378

Vivendi SA

245,500

21,651,302

316,188,018

Germany - 3.7%

Allianz AG (Reg.)

47,200

16,943,449

BASF AG

517,700

20,791,502

Deutsche Telekom AG

218,700

12,476,006

E.On AG

159,700

7,693,464

Intershop Communication AG (a)

6,800

3,093,584

JUMPtec Industrielle Computertechnik AG

5,292

467,978

Kali Und Salz Beteiligungs AG

590,850

9,018,262

Munich Reinsurance AG (Reg.)

28,192

8,848,047

Siemens AG

193,500

29,165,113

Software AG

18,200

1,684,103

United Internet AG (a)

21,700

2,670,392

112,851,900

Hong Kong - 1.4%

China Telecom (Hong Kong) Ltd. (a)

3,618,000

32,166,283

Hutchison Whampoa Ltd.

578,600

7,273,693

Johnson Electric Holdings Ltd.

480,000

4,541,023

43,980,999

Ireland - 0.2%

Bank of Ireland, Inc.

1,151,438

7,205,598

Israel - 0.2%

Check Point Software
Technologies Ltd. (a)

24,600

5,209,050

Italy - 1.9%

Banca Intesa Spa

3,138,646

14,144,182

Olivetti & Co. Spa

1,883,500

6,856,455

San Paolo Imi Spa

404,100

7,124,648

Telecom Italia Mobile Spa

1,313,900

13,410,072

Telecom Italia Spa

1,130,524

15,551,776

57,087,133

Japan - 22.3%

Asahi Chemical Industry Co. Ltd.

527,000

3,728,070

Canon, Inc.

445,000

22,416,876

DDI Corp.

2,836

27,284,664

Fuji Bank Ltd.

902,000

6,857,310

Fujitsu Ltd.

749,000

25,927,468

Furukawa Electric Co. Ltd.

6,630,000

138,515,852

Hitachi Chemical Co. Ltd.

132,000

3,056,593

Hitachi Zosen Corp. (a)

1,563,000

1,415,280

Hoya Corp.

80,000

7,168,459

Ito-Yokado Co. Ltd.

387,000

23,288,626

KDD Corp.

73,900

7,458,310

Kyocera Corp.

287,200

49,344,552

Mitsubishi Electric Corp.

1,303,000

14,109,074

Mitsubishi Estate Co. Ltd.

646,000

7,604,301

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Mitsui Fudosan Co. Ltd.

288,000

$ 3,123,939

NEC Corp.

885,000

27,797,115

Net One Systems Co. Ltd.

159

3,659,310

Nikko Securities Co. Ltd.

4,280,000

42,388,230

Nintendo Co. Ltd.

39,000

6,812,677

Nippon Telegraph & Telephone Corp.

3,306

43,967,744

Nomura Securities Co. Ltd.

2,238,000

54,778,440

NTT DoCoMo, Inc.

365

9,880,683

Oki Electric Industry Co. Ltd. (a)

719,000

5,594,935

Omron Corp.

772,000

20,971,138

ORIX Corp.

57,600

8,502,547

Rohm Co. Ltd.

24,300

7,105,263

Sakura Bank Ltd.

1,052,000

7,273,307

Softbank Corp.

131,700

17,887,946

Sony Corp.

199,600

18,824,776

Takeda Chemical Industries Ltd.

455,000

29,869,837

Toko, Inc.

586,000

4,427,335

Tokyo Broadcasting System, Inc.

136,000

5,875,118

Tokyo Seimitsu Co. Ltd.

128,800

17,251,085

Trans Cosmos, Inc.

31,600

4,745,067

Yamanouchi Pharmaceutical Co. Ltd.

117,000

6,389,644

Zeon Corp.

712,000

5,070,364

690,371,935

Korea (South) - 3.6%

Kookmin Bank

228,100

2,904,886

Samsung Electro-Mechanics Co. (a)

152,610

9,566,997

Samsung Electronics Co. Ltd.

271,340

89,795,721

SK Telecom Co. Ltd. ADR

286,100

10,389,006

112,656,610

Marshall Islands - 0.6%

Teekay Shipping Corp.

592,500

19,478,438

Mexico - 2.8%

Grupo Televisa SA de CV sponsored GDR (a)

253,400

17,468,763

Telefonos de Mexico SA de CV Series L sponsored ADR

552,800

31,578,700

TV Azteca SA de CV sponsored ADR

1,962,700

25,883,106

Wal-Mart de Mexico SA de CV
Series V (a)

5,402,000

12,644,151

87,574,720

Netherlands - 8.0%

ABN AMRO Holding NV

404,000

9,889,256

Akzo Nobel NV (a)

312,300

13,257,377

Equant NV (NY Shares) (a)

312,000

13,416,000

Heineken NV

94,600

5,753,034

ING Groep NV
(Certificaten Van Aandelen)

352,462

23,805,164

Koninklijke Ahold NV (a)

711,949

20,938,618

Koninklijke KPN NV

235,600

10,529,567

Koninklijke Philips Electronics NV

1,201,984

56,643,652

Shares

Value (Note 1)

Nutreco Holding NV

123,833

$ 4,725,220

Royal Dutch Petroleum Co.
(Hague Registry)

801,800

49,360,809

STMicroelectronics NV (NY Shares)

152,700

9,801,431

United Pan-Europe Communications NV Class A (a)

372,200

9,725,099

Vendex KBB NV

496,457

8,425,258

VNU NV

106,700

5,506,648

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,379,665

248,156,798

Norway - 1.3%

Bergesen dy ASA:

(A Shares)

509,100

10,433,470

(B Shares)

489,051

9,367,702

DNB Holding ASA

1,026,200

4,253,976

Frontline Ltd. (a)

769,900

9,413,186

TANDBERG ASA (a)

186,400

4,438,664

VMETRO ASA

121,900

1,419,439

39,326,437

Russia - 0.0%

Mobile TeleSystems Ojsc sponsored ADR (a)

21,100

472,113

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR

196,100

17,649,000

Overseas Union Bank Ltd.

862,296

3,342,716

United Overseas Bank Ltd.

329,472

2,154,097

23,145,813

Spain - 1.7%

Altadis SA

245,727

3,771,677

Banco Santander Central Hispano SA

1,538,868

16,221,435

Telefonica SA (a)

1,445,100

31,017,446

51,010,558

Sweden - 0.1%

Netcom AB (B Shares) (a)

25,300

1,873,808

Switzerland - 3.7%

ABB Ltd. (Reg.)

60,751

7,262,817

Credit Suisse Group (Reg.)

131,154

26,058,947

Gretag Imaging Holding AG (Reg. D)

6,500

1,249,694

Julius Baer Holding AG

1,792

7,077,149

Nestle SA (Reg.)

21,218

42,417,812

The Swatch Group AG (Reg.)

46,400

12,088,660

UBS AG

109,468

16,019,380

Valora Holding AG

8,500

2,357,641

114,532,100

Taiwan - 2.4%

Macronix International Co. Ltd. (a)

1,754,890

4,397,934

Taiwan Semiconductor
Manufacturing Co. Ltd. (a)

6,292,976

29,903,157

Common Stocks - continued

Shares

Value (Note 1)

Taiwan - continued

United Microelectronics Corp.

9,392,400

$ 26,136,703

Winbond Electronics Corp. (a)

4,298,450

12,451,165

72,888,959

United Kingdom - 16.5%

Amvescap PLC

871,400

14,012,286

BAE SYSTEMS PLC

1,589,329

9,933,370

BP Amoco PLC

13,057,386

123,092,995

Cable & Wireless PLC

1,959,100

33,256,173

Carlton Communications PLC

1,578,600

20,355,258

Diageo PLC

476,100

4,282,905

Granada Group PLC

715,800

7,166,733

HSBC Holdings PLC (Reg.)

938,894

10,879,433

Lloyds TSB Group PLC

1,473,800

13,951,109

Marconi PLC

639,700

8,345,654

Misys PLC

631,300

5,343,866

Prudential Corp. PLC

454,200

6,669,727

Reed International PLC

537,300

4,686,734

Reuters Group PLC

767,400

12,782,007

Rio Tinto PLC (Reg.)

768,500

12,590,797

Royal Bank of Scotland Group PLC

1,639,500

27,507,564

Shell Transport & Trading Co. PLC (Reg.)

6,057,900

50,419,383

SMG PLC

787,200

4,257,260

SmithKline Beecham PLC

1,620,442

21,126,500

SSL International PLC

96,600

1,047,777

Unilever PLC

363,810

2,285,180

Vodafone AirTouch PLC

26,557,103

110,045,894

WPP Group PLC

465,700

6,817,406

510,856,011

United States of America - 1.5%

Bristol-Myers Squibb Co.

151,000

8,795,750

Eli Lilly & Co.

119,500

11,935,063

OMI Corp.

443,100

2,409,356

Overseas Shipholding Group, Inc.

533,300

13,132,513

Schering-Plough Corp.

186,300

9,408,150

45,680,832

TOTAL COMMON STOCKS

(Cost $2,098,252,397)

2,795,526,426

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

4,475,250

Cash Equivalents - 12.4%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

164,583,560

$ 164,583,560

Taxable Central Cash Fund, 6.59% (b)

218,019,162

218,019,162

TOTAL CASH EQUIVALENTS

(Cost $382,602,722)

382,602,722

TOTAL INVESTMENT PORTFOLIO - 103.0%

(Cost $2,485,876,718)

3,182,604,398

NET OTHER ASSETS - (3.0)%

(92,987,924)

NET ASSETS - 100%

$ 3,089,616,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,789,627,683 and $1,514,198,966, respectively, of which U.S. government and government agency obligations aggregated $0 and $4,435,324, respectively.

The market value of futures contracts opened and closed during the period amounted to $0 and $16,650,996, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,080 for the period.

The fund participated in the security lending program. At the period end, the value of securities loaned amounted to $164,478,909. The fund received cash collateral of $164,583,560 which was invested in cash equivalents and U.S. Treasury Obligations valued at $7,170,000.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,495,276,806. Net unrealized appreciation aggregated $687,327,592, of which $794,595,136 related to appreciated investment securities and $107,267,544 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $2,485,876,718) -
See accompanying schedule

$ 3,182,604,398

Foreign currency held at value
(cost $14,804,727)

14,800,284

Receivable for investments sold

87,398,285

Receivable for fund shares sold

55,319,628

Dividends receivable

4,560,497

Interest receivable

1,166,523

Other receivables

32,299

Total assets

3,345,881,914

Liabilities

Payable to custodian bank

$ 24

Payable for investments purchased

88,348,263

Payable for fund shares redeemed

755,883

Accrued management fee

1,845,001

Distribution fees payable

20,958

Other payables and
accrued expenses

711,751

Collateral on securities loaned,
at value

164,583,560

Total liabilities

256,265,440

Net Assets

$ 3,089,616,474

Net Assets consist of:

Paid in capital

$ 2,238,651,656

Undistributed net investment income

6,881,028

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

147,360,600

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

696,723,190

Net Assets

$ 3,089,616,474

Initial Class :
Net Asset Value, offering price
and redemption price per share
($2,821,727,782
÷
120,272,122 shares)

$23.46

Service Class:
Net Asset Value, offering price
and redemption price per share
($265,477,139
÷
11,338,502 shares)

$23.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,411,553
÷ 103,163 shares)

$23.38

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 28,919,045

Interest

5,991,504

Security lending

369,625

35,280,174

Less foreign taxes withheld

(3,264,911)

Total income

32,015,263

Expenses

Management fee

$ 10,781,118

Transfer agent fees

996,099

Distribution fees

100,086

Accounting and security lending fees

697,742

Non-interested trustees' compensation

12,169

Custodian fees and expenses

703,855

Registration fees

159,039

Audit

23,591

Legal

11,063

Miscellaneous

25,459

Total expenses before reductions

13,510,221

Expense reductions

(262,270)

13,247,951

Net investment income

18,767,312

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

157,476,657

Foreign currency transactions

(157,449)

Futures contracts

966,799

158,286,007

Change in net unrealized appreciation (depreciation) on:

Investment securities

(308,240,636)

Assets and liabilities in
foreign currencies

(88,785)

Futures contracts

(450,390)

(308,779,811)

Net gain (loss)

(150,493,804)

Net increase (decrease) in net assets resulting from operations

$ (131,726,492)

Other Information

Expense reductions
Directed brokerage arrangements

$ 249,713

Custodian credits

12,557

$ 262,270

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 18,767,312

$ 24,385,652

Net realized gain (loss)

158,286,007

279,081,035

Change in net unrealized appreciation (depreciation)

(308,779,811)

567,840,640

Net increase (decrease) in net assets resulting from operations

(131,726,492)

871,307,327

Distributions to shareholders
From net investment income

(29,474,912)

(31,839,750)

In excess of net investment income

(12,018,477)

-

From net realized gain

(261,723,630)

(51,354,434)

Total distributions

(303,217,019)

(83,194,184)

Share transactions - net increase (decrease)

643,337,117

(16,452,995)

Total increase (decrease) in net assets

208,393,606

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $6,881,028 and $10,707,600, respectively)

$ 3,089,616,474

$ 2,881,222,868

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

85,476,599

$ 2,061,439,529

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,119

4,250,326

81,691,268

Redeemed

(76,595,523)

(1,846,989,611)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

20,531,081

$ 499,409,037

(3,705,063)

$ (92,973,275)

Service Class
Sold

36,993,399

$ 881,191,616

18,969,271

$ 422,534,083

Reinvested

747,240

18,247,617

78,277

1,502,916

Redeemed

(31,673,883)

(757,892,720)

(15,508,477)

(347,516,719)

Net increase (decrease)

6,066,756

$ 141,546,513

3,539,071

$ 76,520,280

Service Class 2 A
Sold

107,413

$ 2,478,164

-

$ -

Reinvested

421

10,283

-

-

Redeemed

(4,671)

(106,880)

-

-

Net increase (decrease)

103,163

$ 2,381,567

-

$ -

Distributions
From net investment income
Initial Class

$ 27,739,213

$ 31,264,560

Service Class

1,734,722

575,190

Service Class 2 A

977

-

Total

$ 29,474,912

$ 31,839,750

In excess of net investment income
Initial Class

$ 11,310,740

$ -

Service Class

707,338

-

Service Class 2 A

399

-

Total

$ 12,018,477

$ -

From net realized gain
Initial Class

$ 245,909,166

$ 50,426,708

Service Class

15,805,557

927,726

Service Class 2 A

8,907

-

Total

$ 261,723,630

$ 51,354,434

$ 303,217,019

$ 83,194,184

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

$ 15.67

Income from Investment Operations

Net investment income

.15 D

.24 D

.23 D

.30 D

.32 D, E

.17

Net realized and unrealized gain (loss)

(1.43)

7.95

2.13

1.70

1.88

1.34

Total from investment operations

(1.28)

8.19

2.36

2.00

2.20

1.51

Less Distributions

From net investment income

(.26)

(.31)

(.38)

(.33)

(.20)

(.06)

In excess of net investment income

(.11)

-

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

(.02)

In excess of net realized gain

-

-

-

-

-

(.04)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

(.12)

Net asset value, end of period

$ 23.46

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Total Return B, C

(5.07)%

42.55%

12.81%

11.56%

13.15%

9.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,821,728

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

$ 1,343,134

Ratio of expenses to average net assets

.90% A

.91%

.91%

.92%

.93%

.91%

Ratio of expenses to average net assets after expense reductions

.88% A, G

.87% G

.89% G

.90% G

.92% G

.91%

Ratio of net investment income to average net assets

1.27% A

1.10%

1.19%

1.55%

1.84%

1.88%

Portfolio turnover

110% A

78%

84%

67%

92%

50%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.14

.22

.15

.01

Net realized and unrealized gain (loss)

(1.43)

7.94

2.19

(.17)

Total from investment operations

(1.29)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.26)

(.31)

(.38)

-

In excess of net investment income

(.10)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 23.41

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(5.12)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 265,477

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.00% A

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.99% A, G

.98% G

.97% G

1.01% A, G

Ratio of net investment income to average net assets

1.17% A

1.00%

.80%

.31% A

Portfolio turnover

110% A

78%

84%

67%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.05 per share.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.19)

Total from investment operations

(.09)

Less Distributions

From net investment income

(.26)

In excess of net investment income

(.10)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 23.38

Total Return B, C

(0.78)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,412

Ratio of expenses to average net assets

1.20% A

Ratio of expenses to average net assets after expense reductions

1.18% A, F

Ratio of net investment income to average net assets

.97% A

Portfolio turnover

110% A

A Annualized

B The total return would have been lower had certain expenses not been reduced during the period shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Initial Class

61.46%

53.21%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $19,020 - a 90.20% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially exceeding the performance of its benchmark, the Standard & Poor's MidCap 400 Index, which had a total return of 8.97% for the six-month period ending June 30, 2000 and a 16.98% return for the 12-month period.

Q. What factors affected performance?

A. We started the period by continuing a very good run in technology and biotechnology into March. The technology run was driven by excitement about the Internet, with continued bullishness for Internet infrastructure stocks. Enthusiasm for biotechnology stocks was strong due to breakthroughs in genomics, or gene-mapping. In early March, however, things seemed to fall apart for both sectors. The catalyst for biotechnology's decline was a government announcement raising questions about whether patents would be issued for genes. That started a cascade that began in March and lasted until early June. Valuations were so high that anything that possibly could threaten stock values eventually did. In early June, however, stocks in these two sectors started coming back.

Q. What were your principal strategies during this period of volatility?

A. We had a very strong weighting in technology early in the period, exceeding 45% of net assets in late February. This helped the fund greatly in the rally. We did get hit in the correction that began in March, but we practiced prudent risk management, selling some stocks with extremely high valuations, and taking some money off the table. I also reduced our holdings in some Internet stocks when I started to see cracks in Internet usage and a reduction in advertising on the Web. I remained bullish on telecommunications service providers, such as Nextel, as I was still optimistic about the growth potential for wireless communications in the United States. By the end of the period, the technology weighting declined to 31.7% of net assets. Part of this reduction was a result of stock prices losing value and part of it was a result of my decisions to reduce the size of holdings. Throughout the period, I avoided traditional defensive areas such as cyclicals, natural resources and utilities other than telecommunications companies. As a risk-management tactic, I was more comfortable increasing my cash position than investing in these industries. The fund did underperform the S&P MidCap 400 Index from early March through early June, but I thought that was an acceptable price to pay for the very good performance early in the period. Overall, we were well ahead of mid-cap stock indexes for the six-month period.

Q. What were some of the investments that helped performance?

A. Nextel Communications, the fund's largest position at the end of the period, was a big contributor. Kopin, which makes wafers for the amplifiers of wireless handsets, also helped performance. Kopin and Research in Motion, which manufactures two-way pagers with access to the Internet, both benefited from increased wireless usage. Another strong contributor was Veritas Software, whose data protection products were in demand as data storage related to the Internet grew.

Q. What were some of the disappointments?

A. DoubleClick had performed well earlier, but its stock fell as advertising on the Internet declined. DoubleClick is the largest provider of advertising on the Internet. Most of the other detractors from performance, relative to the S&P Mid Cap 400 Index, were companies such as QLogic Corp., which had good performance but which I underweighted. QLogic produces components for fiber-optic communications systems.

Q. What is your outlook for the mid-cap stock market?

A. The rapid growth of wireless communications and increased Internet usage are major long-term trends. However, the stocks that benefited from this growth during the period reached very high valuations and then suffered sharp corrections in March through early June. Investors are wondering what will happen next. I believe that technology will continue to be a driving force for global change, and I think that the growth potential of wireless communications remains very strong in the United States.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2000, more than $296 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 87.3%

Shares

Value (Note 1)

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 1.2%

Avery Dennison Corp.

17,400

$ 1,167,975

Dow Chemical Co.

8,300

250,556

Ivex Packaging Corp. (a)

14,900

165,763

Lyondell Chemical Co.

41,800

700,150

M.A. Hanna Co.

47,300

425,700

Sealed Air Corp. (a)

9,800

513,275

Union Carbide Corp.

4,700

232,650

3,456,069

Packaging & Containers - 0.0%

Bemis Co., Inc.

4,800

161,400

Paper & Forest Products - 0.1%

Trex Co., Inc. (a)

6,000

300,000

TOTAL BASIC INDUSTRIES

3,917,469

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

Applied Films Corp. (a)

9,600

351,600

Engineering - 0.3%

Bouygues SA

600

400,659

Quanta Services, Inc. (a)

9,900

544,500

945,159

TOTAL CONSTRUCTION & REAL ESTATE

1,296,759

DURABLES - 1.6%

Autos, Tires, & Accessories - 0.5%

SPX Corp.

11,090

1,341,197

Consumer Electronics - 0.7%

Black & Decker Corp.

3,700

145,456

General Motors Corp. Class H (a)

22,100

1,939,275

2,084,731

Home Furnishings - 0.0%

Leggett & Platt, Inc.

6,700

110,550

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

11,300

265,550

Liz Claiborne, Inc.

18,670

658,118

Timberland Co. Class A (a)

5,200

368,225

1,291,893

TOTAL DURABLES

4,828,371

ENERGY - 10.8%

Energy Services - 6.4%

BJ Services Co. (a)

28,980

1,811,250

Cal Dive International, Inc. (a)

9,700

525,619

Coflexip SA sponsored ADR

2,300

139,150

Diamond Offshore Drilling, Inc.

15,300

537,413

ENSCO International, Inc.

46,110

1,651,314

Global Marine, Inc.

73,500

2,071,781

Shares

Value (Note 1)

Grey Wolf, Inc. (a)

162,000

$ 810,000

Halliburton Co.

24,700

1,165,531

Hanover Compressor Co. (a)

23,700

900,600

Helmerich & Payne, Inc.

20,100

751,238

Nabors Industries, Inc. (a)

40,080

1,665,825

Noble Drilling Corp.

43,590

1,795,363

Pride International, Inc. (a)

9,000

222,750

R&B Falcon Corp. (a)

30,800

725,725

Rowan Companies, Inc. (a)

4,300

130,613

Smith International, Inc. (a)

10,400

757,250

Tidewater, Inc.

25,950

934,200

Transocean Sedco Forex, Inc.

14,260

762,019

Varco International, Inc. (a)

30,548

710,229

Weatherford International, Inc.

25,930

1,032,338

19,100,208

Oil & Gas - 4.4%

Anadarko Petroleum Corp.

18,100

892,556

Apache Corp.

37,450

2,202,528

Burlington Resources, Inc.

14,700

562,275

Cooper Cameron Corp. (a)

12,560

828,960

Devon Energy Corp.

19,700

1,106,894

EOG Resources, Inc.

9,140

306,190

Grant Prideco, Inc. (a)

8,730

218,250

Kerr-McGee Corp.

2,770

163,257

Murphy Oil Corp.

2,000

118,875

Noble Affiliates, Inc.

14,470

539,008

Ocean Energy, Inc. (a)

39,290

557,427

Santa Fe Snyder Corp. (a)

144,670

1,645,621

Tosco Corp.

23,530

666,193

USX - Marathon Group

7,590

190,224

Valero Energy Corp.

18,700

593,725

Vastar Resources, Inc.

21,640

1,777,185

Veritas DGC, Inc. (a)

22,600

587,600

12,956,768

TOTAL ENERGY

32,056,976

FINANCE - 6.5%

Banks - 0.9%

Bank of New York Co., Inc.

15,300

711,450

Bank One Corp.

39,200

1,041,250

PNC Financial Services Group, Inc.

16,600

778,125

2,530,825

Credit & Other Finance - 0.5%

Concord EFS, Inc. (a)

16,500

429,000

Household International, Inc.

14,000

581,875

Providian Financial Corp.

6,700

603,000

1,613,875

Federal Sponsored Credit - 1.3%

Freddie Mac

92,410

3,742,605

Insurance - 3.7%

Ace Ltd.

23,200

649,600

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AFLAC, Inc.

8,950

$ 411,141

Allmerica Financial Corp.

12,720

666,210

AMBAC Financial Group, Inc.

24,640

1,350,580

American General Corp.

4,590

279,990

Brown & Brown, Inc.

500

26,000

CIGNA Corp.

25,650

2,398,275

First Health Group Corp. (a)

14,300

469,219

Hartford Financial Services Group, Inc.

6,270

350,728

Jefferson-Pilot Corp.

3,600

203,175

MBIA, Inc.

5,310

255,876

MetLife, Inc.

60,000

1,263,750

Protective Life Corp.

22,780

606,518

Reliastar Financial Corp.

23,939

1,255,301

The Chubb Corp.

4,360

268,140

XL Capital Ltd. Class A

10,400

562,900

11,017,403

Securities Industry - 0.1%

Lehman Brothers Holdings, Inc.

3,000

283,688

TOTAL FINANCE

19,188,396

HEALTH - 13.5%

Drugs & Pharmaceuticals - 10.4%

Abgenix, Inc. (a)

6,100

731,142

Alkermes, Inc. (a)

4,100

193,213

Allergan, Inc.

10,100

752,450

ALZA Corp. (a)

12,200

721,325

Aviron (a)

28,880

891,670

Bristol-Myers Squibb Co.

10,800

629,100

Celgene Corp. (a)

23,550

1,386,506

Cephalon, Inc. (a)

31,540

1,888,458

Chiron Corp. (a)

12,830

609,425

COR Therapeutics, Inc. (a)

28,420

2,424,581

Corixa Corp. (a)

9,500

407,906

CV Therapeutics, Inc. (a)

7,605

527,122

Elan Corp. PLC sponsored ADR (a)

20,200

978,438

Eli Lilly & Co.

7,500

749,063

Forest Laboratories, Inc. (a)

6,370

643,370

Gene Logic, Inc. (a)

10,480

374,005

Genentech, Inc.

3,170

545,240

Gilead Sciences, Inc. (a)

7,010

498,586

Human Genome Sciences, Inc. (a)

620

82,693

ImClone Systems, Inc. (a)

16,400

1,253,575

IVAX Corp. (a)

6,500

269,750

Millennium Pharmaceuticals, Inc. (a)

13,762

1,539,624

Myriad Genetics, Inc. (a)

9,000

1,332,703

Noven Pharmaceuticals, Inc. (a)

1,100

33,069

PE Corp. - Celera Genomics Group (a)

9,300

869,550

Protein Design Labs, Inc. (a)

8,210

1,354,265

QLT, Inc. (a)

21,260

1,651,402

Schering-Plough Corp.

9,700

489,850

Shares

Value (Note 1)

Sepracor, Inc. (a)

12,560

$ 1,515,050

Teva Pharmaceutical Industries Ltd. ADR

28,200

1,563,338

Titan Pharmaceuticals, Inc. (a)

15,100

649,300

United Therapeutics Corp.

26,100

2,828,588

Vertex Pharmaceuticals, Inc. (a)

5,300

558,488

30,942,845

Medical Equipment & Supplies - 0.8%

Millipore Corp.

8,700

655,763

MiniMed, Inc. (a)

3,900

460,200

Novoste Corp. (a)

10,300

628,300

Stryker Corp.

10,800

472,500

Sybron International, Inc. (a)

8,730

172,963

2,389,726

Medical Facilities Management - 2.3%

Express Scripts, Inc. Class A (a)

10,800

670,950

Laboratory Corp. of America Holdings

5,700

439,613

Quest Diagnostics, Inc. (a)

24,500

1,831,375

Trigon Healthcare, Inc. (a)

43,170

2,225,953

UnitedHealth Group, Inc.

14,600

1,251,950

Wellpoint Health Networks, Inc. (a)

4,800

347,700

6,767,541

TOTAL HEALTH

40,100,112

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%

Electrical Equipment - 2.2%

Adaptive Broadband Corp. (a)

21,140

776,895

Adtran, Inc. (a)

16,300

975,963

American Power Conversion Corp. (a)

7,300

297,931

ANTEC Corp. (a)

11,200

465,500

California Amplifier, Inc. (a)

320

14,640

Harris Corp.

5,600

183,400

Pace Micro Technology PLC

88,944

1,284,515

Powerwave Technologies, Inc. (a)

6,700

294,800

Scientific-Atlanta, Inc.

16,840

1,254,580

Vyyo, Inc.

32,600

880,200

6,428,424

Industrial Machinery & Equipment - 0.6%

Asyst Technologies, Inc. (a)

21,900

750,075

Ingersoll-Rand Co.

10,100

406,525

Varian Semiconductor Equipment Associates, Inc. (a)

9,400

590,438

1,747,038

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

8,175,462

MEDIA & LEISURE - 3.1%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

23,020

762,178

Pegasus Communications Corp. (a)

53,240

2,612,088

Radio One, Inc.:

Class A

6,070

179,444

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Radio One, Inc.: - continued

Class D (non-vtg.) (a)

15,140

$ 334,026

TiVo, Inc.

29,200

1,022,000

UnitedGlobalCom, Inc. Class A (a)

5,090

237,958

Univision Communications, Inc.
Class A (a)

8,580

888,030

USA Networks, Inc. (a)

43,300

936,363

6,972,087

Entertainment - 0.7%

Mandalay Resort Group (a)

18,100

362,000

MGM Grand, Inc.

41,900

1,346,038

Park Place Entertainment Corp. (a)

5,400

65,813

Premier Parks, Inc. (a)

10,400

236,600

2,010,451

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

860

34,185

Restaurants - 0.0%

Jack in the Box, Inc. (a)

2,880

70,920

TOTAL MEDIA & LEISURE

9,087,643

NONDURABLES - 1.7%

Agriculture - 0.1%

Nutreco Holding NV

11,573

441,603

Foods - 1.2%

Bestfoods

4,200

290,850

Keebler Foods Co.

22,840

847,935

Nabisco Group Holdings Corp.

45,910

1,190,791

Nabisco Holdings Corp. Class A

10,800

567,000

Quaker Oats Co.

7,200

540,900

3,437,476

Household Products - 0.4%

Avon Products, Inc.

24,610

1,095,145

TOTAL NONDURABLES

4,974,224

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd.

8,930

56,095

Newmont Mining Corp.

900

19,463

Stillwater Mining Co. (a)

37,520

1,045,870

1,121,428

RETAIL & WHOLESALE - 1.1%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. (a)

21,800

722,125

General Merchandise Stores - 0.3%

Consolidated Stores Corp. (a)

1,900

22,800

Shares

Value (Note 1)

Costco Wholesale Corp. (a)

13,400

$ 442,200

Dollar Tree Stores, Inc. (a)

7,650

302,653

767,653

Grocery Stores - 0.3%

Safeway, Inc. (a)

17,100

771,638

Retail & Wholesale, Miscellaneous - 0.3%

Best Buy Co., Inc. (a)

13,000

822,250

Circuit City Stores, Inc. -
Circuit City Group

4,600

152,663

Ventro Corp.

3,500

66,063

1,040,976

TOTAL RETAIL & WHOLESALE

3,302,392

SERVICES - 2.5%

Advertising - 0.9%

ADVO, Inc. (a)

20,600

865,200

DoubleClick, Inc. (a)

8,180

311,863

TMP Worldwide, Inc. (a)

19,500

1,439,344

2,616,407

Printing - 0.0%

Valassis Communications, Inc. (a)

1,360

51,850

Services - 1.6%

ACNielsen Corp. (a)

23,100

508,200

Cintas Corp.

29,390

1,078,246

Convergys Corp. (a)

9,000

466,875

Ecolab, Inc.

28,939

1,130,430

Profit Recovery Group
International, Inc. (a)

21,600

359,100

Robert Half International, Inc. (a)

24,640

702,240

True North Communications

11,400

501,600

4,746,691

TOTAL SERVICES

7,414,948

TECHNOLOGY - 31.7%

Communications Equipment - 3.9%

ADC Telecommunications, Inc. (a)

8,300

696,163

Advanced Fibre Communications, Inc. (a)

2,430

110,109

Andrew Corp. (a)

17,000

570,563

Ciena Corp. (a)

4,790

798,433

Comverse Technology, Inc. (a)

14,850

1,381,050

Corning, Inc.

5,903

1,593,072

Ditech Communications Corp.

900

85,106

Efficient Networks, Inc.

9,800

720,913

Jabil Circuit, Inc. (a)

29,740

1,475,848

Metricom, Inc. (a)

10,230

285,161

Natural MicroSystems Corp. (a)

22,050

2,479,247

Tekelec (a)

7,800

375,863

Terayon Communication Systems, Inc. (a)

1,200

77,081

Turnstone Systems, Inc.

3,200

530,150

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Tut Systems, Inc. (a)

2,600

$ 149,175

Westell Technologies, Inc. Class A (a)

8,800

132,000

11,459,934

Computer Services & Software - 8.4%

Active Software, Inc.

13,500

1,048,781

Adobe Systems, Inc.

10,630

1,381,900

Affiliated Computer Services, Inc.
Class A (a)

3,220

106,461

Affymetrix, Inc. (a)

4,300

710,038

Amazon.com, Inc. (a)

24,500

889,656

Amdocs Ltd. (a)

7,947

609,932

Ariba, Inc.

5,000

490,234

Autodesk, Inc.

11,800

409,313

BEA Systems, Inc. (a)

24,520

1,212,208

BroadVision, Inc. (a)

2,300

116,869

Business Objects SA sponsored ADR (a)

4,400

387,750

CACI International, Inc. Class A (a)

12,200

237,900

Cadence Design Systems, Inc. (a)

19,620

399,758

Check Point Software
Technologies Ltd. (a)

3,200

677,600

Clarent Corp.

2,500

178,750

CNET Networks, Inc. (a)

23,700

582,131

Covad Communications Group, Inc. (a)

25,200

406,350

Digital Insight Corp.

4,900

166,600

Electronic Arts, Inc. (a)

3,010

219,542

Foundry Networks, Inc.

4,600

506,000

Interact Commerce Corp. (a)

7,080

83,632

Internap Network Services Corp.

3,300

137,002

Intuit, Inc. (a)

7,830

323,966

Keynote Systems, Inc.

6,300

444,544

Macromedia, Inc. (a)

900

87,019

Manugistics Group, Inc. (a)

1,500

70,125

Marketwatch.com, Inc. (a)

200

3,763

Mercury Interactive Corp. (a)

2,700

261,225

Metasolv Software, Inc.

11,330

498,520

National Computer Systems, Inc.

7,200

354,600

New Era of Networks, Inc. (a)

2,370

100,725

Opus360 Corp.

20

74

Orbotech Ltd.

8,400

780,150

Pharmacopeia, Inc. (a)

3,400

157,675

Phone.com, Inc.

4,900

319,113

Polycom, Inc. (a)

13,400

1,260,856

Priceline.com, Inc. (a)

24,500

930,617

Puma Technology, Inc. (a)

4,160

111,540

Rational Software Corp. (a)

14,300

1,329,006

Redback Networks, Inc.

6,320

1,132,070

Software.com, Inc.

2,100

272,738

VERITAS Software Corp. (a)

24,605

2,780,749

Vignette Corp. (a)

10,080

524,318

Shares

Value (Note 1)

Vitria Technology, Inc.

6,800

$ 415,650

webMethods, Inc.

12,000

1,886,250

25,003,700

Computers & Office Equipment - 4.7%

Alteon Websystems, Inc.

5,700

570,356

Apple Computer, Inc. (a)

80

4,190

Brocade Communications
Systems, Inc. (a)

16,860

3,093,547

CDW Computer Centers, Inc. (a)

30,800

1,925,000

Comdisco, Inc.

5,400

120,488

Copper Mountain Networks, Inc.

3,300

290,813

Juniper Networks, Inc.

15,060

2,192,171

MMC Networks, Inc. (a)

21,600

1,154,250

MRV Communications, Inc. (a)

6,100

410,225

Network Appliance, Inc. (a)

24,080

1,938,440

ScanSource, Inc. (a)

7,130

277,179

SCI Systems, Inc. (a)

7,100

278,231

Symbol Technologies, Inc.

9,645

520,830

Tech Data Corp. (a)

25,500

1,110,844

13,886,564

Electronic Instruments - 4.1%

Aclara Biosciences, Inc.

6,200

315,813

Agilent Technologies, Inc.

10,350

763,313

Aurora Biosciences Corp. (a)

17,100

1,166,006

FEI Co. (a)

29,700

905,850

KLA-Tencor Corp. (a)

4,820

282,271

Kulicke & Soffa Industries, Inc. (a)

12,100

718,438

Novellus Systems, Inc. (a)

14,950

845,609

PE Corp. - Biosystems Group

7,910

521,071

PerkinElmer, Inc.

36,950

2,443,319

Photon Dynamics, Inc. (a)

18,700

1,396,656

Tektronix, Inc.

13,200

976,800

Waters Corp. (a)

14,910

1,860,954

12,196,100

Electronics - 10.6%

Altera Corp. (a)

28,450

2,900,122

Analog Devices, Inc. (a)

7,440

565,440

Atmel Corp. (a)

11,300

416,688

Celestica, Inc. (sub. vtg.) (a)

7,720

375,962

Chartered Semiconductor
Manufacturing Ltd. ADR

3,540

318,600

Cypress Semiconductor Corp. (a)

20,640

872,040

Digital Microwave Corp. (a)

8,300

316,438

E Tek Dynamics, Inc. (a)

3,130

825,733

GlobeSpan, Inc.

12,400

1,513,769

Infineon Technologies AG

5,200

408,550

KEMET Corp. (a)

8,160

204,510

Kopin Corp. (a)

72,470

5,018,548

Lattice Semiconductor Corp. (a)

8,100

559,913

Linear Technology Corp.

20

1,279

LSI Logic Corp. (a)

2,900

156,963

Merix Corp. (a)

9,500

446,500

Microchip Technology, Inc. (a)

14,900

868,158

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Micron Technology, Inc. (a)

17,140

$ 1,509,391

National Semiconductor Corp. (a)

33,430

1,897,153

NVIDIA Corp. (a)

12,600

800,888

Plexus Corp. (a)

5,000

565,000

PMC-Sierra, Inc. (a)

3,870

687,651

Power-One, Inc. (a)

10,700

1,219,131

QLogic Corp. (a)

7,132

471,158

Rambus, Inc. (a)

14,100

1,452,300

S3, Inc.

34,100

502,975

Sanmina Corp. (a)

33,600

2,872,800

SDL, Inc. (a)

4,400

1,254,825

Three-Five Systems, Inc. (a)

2,704

159,536

TriQuint Semiconductor, Inc.

8,600

822,913

Vishay Intertechnology, Inc. (a)

18,220

691,221

Vitesse Semiconductor Corp. (a)

5,990

440,639

Xilinx, Inc. (a)

3,100

255,944

31,372,738

TOTAL TECHNOLOGY

93,919,036

TRANSPORTATION - 1.1%

Air Transportation - 0.2%

Continental Airlines, Inc. Class B (a)

4,900

230,300

Northwest Airlines Corp. Class A (a)

9,700

295,244

Southwest Airlines Co.

13,350

252,816

778,360

Railroads - 0.0%

Wabtec Corp.

296

3,071

Shipping - 0.5%

Teekay Shipping Corp.

45,000

1,479,375

Trucking & Freight - 0.4%

Forward Air Corp. (a)

11,985

479,400

Landstar System, Inc. (a)

10,100

601,581

1,080,981

TOTAL TRANSPORTATION

3,341,787

UTILITIES - 8.8%

Cellular - 4.2%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

3,400

604,563

Clearnet Communications, Inc.
Class A (non-vtg.) (a)

24,450

677,102

Microcell Telecommunications, Inc.
Class B (non-vtg.) (a)

26,430

955,979

Millicom International Cellular SA (a)

1,430

50,050

Nextel Communications, Inc. Class A (a)

123,420

7,551,737

Nextel Partners, Inc. Class A

6,300

205,144

Shares

Value (Note 1)

Sprint Corp. - PCS Group Series 1 (a)

37,110

$ 2,208,045

VoiceStream Wireless Corp. (a)

2,790

324,468

12,577,088

Electric Utility - 2.8%

AES Corp. (a)

30,960

1,412,550

Calpine Corp. (a)

68,000

4,471,000

Constellation Energy Corp.

8,100

263,756

IPALCO Enterprises, Inc.

15,680

315,560

Montana Power Co.

13,100

462,594

NiSource, Inc.

39,900

743,138

Northern States Power Co.

16,000

323,000

NRG Energy, Inc.

4,500

82,125

PECO Energy Co.

6,000

241,875

8,315,598

Gas - 1.3%

Columbia Energy Group

60

3,938

Dynegy, Inc. Class A

28,470

1,944,857

Enron Corp.

8,150

525,675

Kinder Morgan, Inc.

36,580

1,264,296

3,738,766

Telephone Services - 0.5%

Allegiance Telecom, Inc. (a)

2,200

140,800

CenturyTel, Inc.

31,400

902,750

ITXC Corp.

14,210

503,123

1,546,673

TOTAL UTILITIES

26,178,125

TOTAL COMMON STOCKS

(Cost $230,321,148)

258,903,128

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.59% to 6.03% 7/13/00 to 8/17/00 (c)
(Cost $919,351)

-

$ 925,000

919,853

Cash Equivalents - 18.5%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.58%, dated 6/30/00 due 7/3/00

$ 18,919,371

$ 18,909,000

Shares

Central Cash Collateral Fund, 6.71% (b)

6,731,354

6,731,354

Taxable Central Cash Fund, 6.59% (b)

29,086,263

29,086,263

TOTAL CASH EQUIVALENTS

(Cost $54,726,617)

54,726,617

TOTAL INVESTMENT PORTFOLIO - 106.1%

(Cost $285,967,116)

314,549,598

NET OTHER ASSETS - (6.1)%

(18,181,476)

NET ASSETS - 100%

$ 296,368,122

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 400 Midcap Index Contracts

Sept. 2000

$ 13,916,550

$ (412,213)

The face value of futures purchased as a percentage of net assets - 4.7%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $919,853.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $338,873,605 and $125,891,376, respectively.

The market value of futures contracts opened and closed during the
period amounted to $20,604,492 and $6,614,989, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $16,684 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,633,405. The fund received cash collateral of $6,731,354 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $289,737,660. Net unrealized appreciation aggregated $24,811,938, of which $35,724,103 related to appreciated investment securities and $10,912,165 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $18,909,000)
(cost $285,967,116) -
See accompanying schedule

$ 314,549,598

Cash

323,420

Receivable for investments sold

13,596,246

Receivable for fund shares sold

3,012,314

Dividends receivable

66,918

Interest receivable

128,429

Other receivables

10,808

Total assets

331,687,733

Liabilities

Payable for investments purchased

$ 27,374,504

Payable for fund shares redeemed

834,902

Accrued management fee

115,770

Distribution fees payable

12,793

Payable for daily variation on
futures contracts

208,051

Other payables and
accrued expenses

42,237

Collateral on securities loaned,
at value

6,731,354

Total liabilities

35,319,611

Net Assets

$ 296,368,122

Net Assets consist of:

Paid in capital

$ 271,976,722

Undistributed net investment income

97,845

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,876,611)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

28,170,166

Net Assets

$ 296,368,122

Initial Class:
Net Asset Value, offering price
and redemption price per share
($149,443,660
÷ 7,938,617
shares)

$18.82

Service Class:
Net Asset Value, offering price and
redemption price per share
($129,033,252
÷ 6,865,262
shares)

$18.80

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($17,891,210
÷ 952,751 shares)

$18.78

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 177,301

Interest

380,016

Security lending

16,068

Total income

573,385

Expenses

Management fee

$ 306,603

Transfer agent fees

43,421

Distribution fees

44,790

Accounting and security lending fees

32,445

Non-interested trustees' compensation

111

Custodian fees and expenses

58,064

Audit

8,158

Legal

586

Reports to Shareholders

236

Miscellaneous

69

Total expenses before reductions

494,483

Expense reductions

(19,437)

475,046

Net investment income

98,339

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(3,838,305)

Foreign currency transactions

1,931

Futures contracts

126,879

(3,709,495)

Change in net unrealized appreciation (depreciation) on:

Investment securities

24,218,897

Assets and liabilities in
foreign currencies

(23)

Futures contracts

(424,407)

23,794,467

Net gain (loss)

20,084,972

Net increase (decrease) in net assets resulting from operations

$ 20,183,311

Other Information

Expense reductions
Directed brokerage arrangements

$ 19,080

Custodian credits

357

$ 19,437

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 98,339

$ (3,279)

Net realized gain (loss)

(3,709,495)

139,917

Change in net unrealized appreciation (depreciation)

23,794,467

4,343,490

Net increase (decrease) in net assets resulting from operations

20,183,311

4,480,128

Distributions to shareholders
From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(131,105)

(172,440)

Share transactions - net increase (decrease)

248,664,126

22,312,614

Total increase (decrease) in net assets

268,716,332

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period (including undistributed net investment income of $97,845 and $0, respectively)

$ 296,368,122

$ 27,651,790

Other Information:

Six months ended
June 30, 2000 (Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,954,588

$ 141,197,057

67,742

$ 873,931

Reinvested

507

8,466

755

10,914

Redeemed

(130,836)

(2,260,660)

(4,140)

(54,766)

Net increase (decrease)

7,824,259

$ 138,944,863

64,357

$ 830,079

Service Class
Sold

5,632,594

$ 100,266,360

1,749,215

$ 22,631,585

Reinvested

7,312

121,968

11,186

161,526

Redeemed

(474,562)

(8,379,137)

(110,484)

(1,310,576)

Net increase (decrease)

5,165,344

$ 92,009,191

1,649,917

$ 21,482,535

Service Class 2 A
Sold

1,052,073

$ 19,316,295

-

$ -

Reinvested

40

671

-

-

Redeemed

(99,362)

(1,606,894)

-

-

Net increase (decrease)

952,751

$ 17,710,072

-

$ -

Distributions

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 131,105

$ 172,440

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 E

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.02

.00

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.62

5.05

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.82

$ 15.25

$ 10.31

Total Return B, C

23.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 149,444

$ 1,744

$ 516

Ratio of expenses to average net assets

.84% A

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.80% A, H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

.25% A

.01%

(.27)% A

Portfolio turnover

239% A

163%

125% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 F

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

(.01)

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.61

5.04

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.80

$ 15.24

$ 10.31

Total Return B, C

23.73%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 129,033

$ 25,908

$ 516

Ratio of expenses to average net assets

.92% A

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.88% A, H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.17% A

(.09)%

(.35)% A

Portfolio turnover

239% A

163%

125% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

4.01

Total from investment operations

4.01

Less Distributions

In excess of net realized gain

(.05)

Net asset value, end of period

$ 18.78

Total Return B, C

27.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 17,891

Ratio of expenses to average net assets

1.07% A

Ratio of expenses to average net assets after expense reductions

1.04% A, F

Ratio of net investment income to average net assets

.02% A

Portfolio turnover

239% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of

Dollars Voted

% of

Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of

Dollars Voted

% of

Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of

Dollars Voted

% of

Dollars Voted

Affirmative

152,524,752.89

95.370

Against

1,456,201.90

0.911

Abstain

5,947,746.88

3.719

TOTAL

159,928,701.67

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of

Dollars Voted

% of

Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of

Dollars Voted

% of

Dollars Voted

Affirmative

149,727,278.77

93.621

Against

2,405,860.33

1.505

Abstain

7,795,562.57

4.874

TOTAL

159,928,701.67

100.000

PROPOSAL 5

To amend the fundamental limitation concerning underwriting.

# of

Dollars Voted

% of

Dollars Voted

Affirmative

147,993,847.24

92.537

Against

3,567,046.24

2.231

Abstain

8,367,808.19

5.232

TOTAL

159,928,701.67

100.000

PROPOSAL 6

To amend the fundamental limitation concerning concentration.

# of

Dollars Voted

% of

Dollars Voted

Affirmative

147,959,308.60

92.516

Against

3,629,590.53

2.269

Abstain

8,339,802.54

5.215

TOTAL

159,928,701.67

100.000

* Denotes trust-wide proposals and voting results.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Initial Class

26.26%

25.56%

20.08%

Russell 3000 ® Growth

25.86%

27.43%

19.49%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Initial Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $62,339 - a 523.39% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $59,313 - a 493.13% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.5

Intel Corp.

4.4

Pfizer, Inc.

3.6

General Electric Co.

2.9

Eli Lilly & Co.

2.6

18.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.6

Health

14.9

Finance

8.3

Media & Leisure

6.9

Utilities

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 98.4%

Short-Term
Investments and
Net Other Assets 1.6%



* Foreign investments 11.4%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. Pretty well. For the six months that ended June 30, 2000, the fund posted a higher return than the Russell 3000 Growth Index, which returned 4.04%. For the 12 months that ended June 30, 2000, the fund also outperformed the index, which returned 25.86%.

Q. The period was marked by a high degree of volatility within the technology sector. How did this affect the fund?

A. Technology stocks performed well during the first half of the period, but succumbed to investor fears during much of the second as high valuations succumbed to the effects of higher interest rates, and the group suffered a significant downturn. The fund was underweighted in technology stocks relative to the Russell index, but nonetheless had just under 43% of its net assets in the sector at the end of the period. Many of its technology names were of the small-cap variety, and these stocks were among the hardest hit during the technology slide. On the plus side, the fund's positions in communications equipment providers such as Nokia and Ericsson helped. These stocks typically trade in line with technology, so their solid performance during the period was a pleasant surprise.

Q. Despite the volatility, some of the fund's bigger-cap technology names fared well . . .

A. The fund's stakes in market leaders such as Cisco Systems, EMC Corp. and Intel generated nice results. Cisco - the main player in the Internet infrastructure area - performed well on the heels of accelerating earnings and revenue growth. EMC, which specializes in data storage, also enjoyed strong earnings growth, and Intel benefited from a shortage of high-end microprocessors. Microsoft was one big-cap that didn't come through, however, as its performance was hampered by both the ongoing federal government case against it and a slowdown in the company's applications business. Microsoft also was in the process of implementing a new Internet strategy, and its success is yet to be proven.

Q. What other types of stocks contributed positively?

A. The fund's investments in the oil services group - including names such as Baker Hughes, Halliburton and Smith International - performed well. Oil prices remained at relatively high levels during the period, which made the return on exploration quite attractive. In addition, we've seen lower levels of exploration in recent years, indicating that activity will need to pick up in order to meet production estimates. These companies - which sell the equipment used to drill for oil - were in a solid position to benefit from this environment. Finally, the fund's underweighting in consumer nondurables positions worked out well relative to the index.

Q. At just under 15%, health stocks occupied the second-largest position - after technology - in the portfolio. How did this group perform?

A. The fund's health-related investments were spread mostly among drug and biotechnology stocks, and each group performed well. Drug stocks Eli Lilly - which had eight drugs in the latter stages of development - and Warner-Lambert were among the fund's better performers. Biotechnology stocks - particularly those involved in the field of human genomics - fell along with technology in April, but enjoyed a fairly good rebound as we closed the period. The fund's positions in Millennium Pharmaceuticals and Genentech provided a favorable boost.

Q. What's your outlook?

A. Technology has been the key market driver for some time, and the sector has been very unpredictable. Performance has bounced around depending on whether technology stocks have had a good week or a bad week. Earnings growth continues to be strong for technology, so the sector could do well if the economy slows and interest rates stabilize. Outside of technology, the key economic question is whether we're in for a soft landing - in which the economy slows, but in a gradual fashion - or a hard landing, which could translate into a recession. Obviously, a soft landing would be better. More stocks outside of tech could participate, and economically sensitive stocks would stand a chance. If we see a hard landing, I may look to add to the fund's consumer nondurables positions or to the drug stocks, both of which tend to perform well going into a recession.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2000, more than $20.2 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

BFGoodrich Co.

657,900

$ 22,409,719

Boeing Co.

1,827,800

76,424,888

Textron, Inc.

31,600

1,716,275

United Technologies Corp.

822,200

48,407,025

148,957,907

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 0.2%

Cytec Industries, Inc. (a)

888,200

21,927,438

Lyondell Chemical Co.

1,473,400

24,679,450

46,606,888

Metals & Mining - 0.4%

CommScope, Inc. (a)

1,266,100

51,910,100

Falconbridge Ltd.

802,500

9,892,351

Inco Ltd. (a)

1,402,000

21,496,386

Martin Marietta Materials, Inc.

143,900

5,818,956

89,117,793

Packaging & Containers - 0.2%

Owens-Illinois, Inc. (a)

3,285,700

38,401,619

Paper & Forest Products - 0.5%

Kimberly-Clark Corp.

1,625,400

93,257,325

TOTAL BASIC INDUSTRIES

267,383,625

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

14,949,163

Engineering - 0.2%

Fluor Corp.

583,770

18,461,726

Stolt Offshore SA (a)

1,551,600

21,916,350

Stolt Offshore SA Class A sponsored ADR (a)

206,050

2,446,844

42,824,920

TOTAL CONSTRUCTION & REAL ESTATE

57,774,083

DURABLES - 0.8%

Consumer Durables - 0.0%

Minnesota Mining & Manufacturing Co.

55,400

4,570,500

Consumer Electronics - 0.7%

Gemstar International Group Ltd. (a)

872,300

53,605,561

Pioneer Corp.

190,000

7,401,434

Sanyo Electric Co. Ltd.

822,000

7,396,605

Sony Corp.

837,300

78,967,860

147,371,460

Shares

Value (Note 1)

Textiles & Apparel - 0.1%

Shaw Industries, Inc.

1,045,400

$ 13,067,500

TOTAL DURABLES

165,009,460

ENERGY - 3.5%

Energy Services - 2.3%

Baker Hughes, Inc.

3,032,770

97,048,640

BJ Services Co. (a)

635,700

39,731,250

Coflexip SA sponsored ADR

928,500

56,174,250

Global Industries Ltd. (a)

406,300

7,668,913

Halliburton Co.

2,470,100

116,557,844

Smith International, Inc. (a)

868,950

63,270,422

Varco International, Inc. (a)

1,295,500

30,120,375

Weatherford International, Inc.

1,328,840

52,904,443

463,476,137

Oil & Gas - 1.2%

Apache Corp.

679,200

39,945,450

Burlington Resources, Inc.

676,400

25,872,300

Grant Prideco, Inc. (a)

1,328,840

33,221,000

National-Oilwell, Inc. (a)

1,050,000

34,518,750

Newfield Exploration Co. (a)

1,396,300

54,630,238

Noble Affiliates, Inc.

1,435,000

53,453,750

241,641,488

TOTAL ENERGY

705,117,625

FINANCE - 8.3%

Banks - 0.9%

Bank One Corp.

5,755,590

152,882,859

Chuo Mitsui Trust & Banking Co. Ltd.

3,483,000

15,177,760

Sumitomo Trust & Banking Ltd.

2,482,000

17,675,062

185,735,681

Credit & Other Finance - 1.2%

American Express Co.

1,696,600

88,435,275

Associates First Capital Corp. Class A

3,188,900

71,152,331

Citigroup, Inc.

1,278,100

77,005,525

236,593,131

Federal Sponsored Credit - 1.3%

Fannie Mae

3,578,100

186,732,094

Freddie Mac

1,969,500

79,764,750

266,496,844

Insurance - 3.3%

Ace Ltd.

2,117,000

59,276,000

AFLAC, Inc.

881,600

40,498,500

Allmerica Financial Corp.

657,910

34,458,036

AMBAC Financial Group, Inc.

435,400

23,865,363

American International Group, Inc.

1,682,031

197,638,643

Everest Re Group Ltd.

1,198,800

39,410,550

Hartford Financial Services Group, Inc.

143,200

8,010,250

Marsh & McLennan Companies, Inc.

569,600

59,487,600

PartnerRe Ltd.

1,170,500

41,479,594

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

The Chubb Corp.

1,051,200

$ 64,648,800

XL Capital Ltd. Class A

1,922,400

104,049,900

672,823,236

Securities Industry - 1.6%

Charles Schwab Corp.

3,193,650

107,386,481

Daiwa Securities Group, Inc.

5,334,000

70,435,770

Nikko Securities Co. Ltd.

5,626,000

55,718,735

Nomura Securities Co. Ltd.

3,836,000

93,891,911

327,432,897

TOTAL FINANCE

1,689,081,789

HEALTH - 14.9%

Drugs & Pharmaceuticals - 13.3%

Abgenix, Inc. (a)

466,671

55,934,894

Alkermes, Inc. (a)

1,152,700

54,320,988

American Home Products Corp.

1,349,200

79,265,500

Bristol-Myers Squibb Co.

5,479,300

319,169,225

Cambridge Antibody Technology Group PLC (a)

598,796

26,887,857

Elan Corp. PLC sponsored ADR (a)

2,800,400

135,644,375

Eli Lilly & Co.

5,317,800

531,115,275

Exelixis, Inc.

534,300

17,832,263

Genentech, Inc.

791,300

136,103,600

Human Genome Sciences, Inc. (a)

525,300

70,061,888

Medarex, Inc. (a)

598,600

50,581,700

Merck & Co., Inc.

2,394,800

183,501,550

Millennium Pharmaceuticals, Inc. (a)

913,240

102,168,725

Pfizer, Inc.

15,050,025

722,401,200

Protein Design Labs, Inc. (a)

140,600

23,192,409

Schering-Plough Corp.

3,671,970

185,434,485

2,693,615,934

Medical Equipment & Supplies - 1.2%

Cardinal Health, Inc.

1,739,400

128,715,600

Johnson & Johnson

697,400

71,047,625

Medtronic, Inc.

858,600

42,769,013

242,532,238

Medical Facilities Management - 0.4%

HCA - The Healthcare Co.

1,859,800

56,491,425

HEALTHSOUTH Corp. (a)

2,273,300

16,339,344

72,830,769

TOTAL HEALTH

3,008,978,941

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%

Electrical Equipment - 2.9%

Capstone Turbine Corp.

11,400

$ 513,713

General Electric Co.

11,108,200

588,734,600

589,248,313

Industrial Machinery & Equipment - 0.1%

ASM Lithography Holding NV (a)

255,000

11,251,875

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

600,500,188

MEDIA & LEISURE - 6.9%

Broadcasting - 4.2%

AT&T Corp. - Liberty Media Group Class A (a)

2,554,380

61,943,715

Clear Channel Communications, Inc. (a)

1,191,300

89,347,500

Comcast Corp. Class A (special) (a)

2,027,300

82,105,650

Cox Communications, Inc. Class A (a)

1,380,400

62,894,475

EchoStar Communications Corp.
Class A (a)

1,538,800

50,948,706

Mediacom Communications Corp.
Class A

1,151,200

17,699,700

MediaOne Group, Inc. (a)

2,421,600

160,585,377

NTL, Inc. (a)

647,594

38,774,691

Time Warner, Inc.

2,574,468

195,659,568

UnitedGlobalCom, Inc. Class A (a)

928,200

43,393,350

USA Networks, Inc. (a)

2,526,700

54,639,888

857,992,620

Entertainment - 0.9%

Viacom, Inc. Class B (non-vtg.) (a)

1,750,025

119,329,830

Walt Disney Co.

1,500,600

58,242,038

177,571,868

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

1,293,100

49,784,350

Restaurants - 1.6%

Brinker International, Inc. (a)

1,974,900

57,765,825

Darden Restaurants, Inc.

2,937,700

47,737,625

McDonald's Corp.

3,556,900

117,155,394

Outback Steakhouse, Inc. (a)

2,031,250

59,414,063

Tricon Global Restaurants, Inc. (a)

834,760

23,581,970

Wendy's International, Inc.

838,100

14,928,656

320,583,533

TOTAL MEDIA & LEISURE

1,405,932,371

NONDURABLES - 4.0%

Beverages - 1.4%

Coca-Cola Enterprises, Inc.

2,170,300

35,403,019

Pepsi Bottling Group, Inc.

2,176,500

63,526,594

The Coca-Cola Co.

3,240,600

186,131,963

285,061,576

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - 0.4%

American Italian Pasta Co. Class A (a)

642,000

$ 13,281,375

Keebler Foods Co.

1,651,762

61,321,664

74,603,039

Household Products - 1.0%

Clorox Co.

1,788,200

80,133,713

Colgate-Palmolive Co.

578,800

34,655,650

Procter & Gamble Co.

1,701,360

97,402,860

212,192,223

Tobacco - 1.2%

Philip Morris Companies, Inc.

9,198,800

244,343,125

TOTAL NONDURABLES

816,199,963

PRECIOUS METALS - 0.4%

Barrick Gold Corp.

1,434,000

25,909,828

Homestake Mining Co.

2,249,300

15,463,938

Newmont Mining Corp.

1,472,000

31,832,000

Placer Dome, Inc.

1,426,100

13,389,254

TOTAL PRECIOUS METALS

86,595,020

RETAIL & WHOLESALE - 4.2%

Drug Stores - 0.4%

Walgreen Co.

2,329,560

74,982,713

General Merchandise Stores - 1.4%

Kohls Corp. (a)

1,211,100

67,367,438

Wal-Mart Stores, Inc.

3,864,300

222,680,288

290,047,726

Grocery Stores - 0.4%

Safeway, Inc. (a)

1,715,200

77,398,400

Retail & Wholesale, Miscellaneous - 2.0%

Best Buy Co., Inc. (a)

1,651,000

104,425,750

Home Depot, Inc.

4,848,350

242,114,478

Tiffany & Co., Inc.

876,700

59,177,250

405,717,478

TOTAL RETAIL & WHOLESALE

848,146,317

SERVICES - 0.3%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

527,000

38,899,188

Services - 0.1%

Media Metrix, Inc. (a)

453,100

11,525,731

Register.com, Inc.

257,300

7,863,731

19,389,462

TOTAL SERVICES

58,288,650

Shares

Value (Note 1)

TECHNOLOGY - 42.6%

Communications Equipment - 11.0%

ADC Telecommunications, Inc. (a)

1,574,400

$ 132,052,800

Advanced Fibre
Communications, Inc. (a)

332,100

15,048,281

Aspect Communications Corp. (a)

701,700

27,585,581

Ciena Corp. (a)

674,000

112,347,375

Cisco Systems, Inc. (a)

14,336,200

911,244,690

Comverse Technology, Inc. (a)

742,500

69,052,500

Corning, Inc.

710,900

191,854,138

Ditech Communications Corp.

490,700

46,401,819

Lucent Technologies, Inc.

5,005,635

296,583,874

Nokia AB sponsored ADR

2,526,800

126,182,075

Nortel Networks Corp.

3,470,160

240,719,643

Telefonaktiebolaget LM Ericsson sponsored ADR

3,149,200

62,984,000

2,232,056,776

Computer Services & Software - 7.3%

Adobe Systems, Inc.

571,400

74,282,000

Affymetrix, Inc. (a)

324,900

53,649,113

Art Technology Group, Inc.

742,100

74,905,719

Automatic Data Processing, Inc.

1,415,500

75,817,719

BEA Systems, Inc. (a)

1,548,050

76,531,722

BroadVision, Inc. (a)

1,454,300

73,896,619

Citrix Systems, Inc. (a)

32,100

607,894

Data Return Corp.

130,300

3,778,700

Digex, Inc. Class A (c)

1,235,800

83,957,163

Electronic Arts, Inc. (a)

984,000

71,770,500

Healtheon/WebMD (a)

1,039,500

15,397,594

Inktomi Corp. (a)

295,000

34,883,750

Intertrust Technologies Corp.

874,400

17,979,850

Intuit, Inc. (a)

2,675,600

110,702,950

Microsoft Corp. (a)

2,735,523

218,841,840

Nuance Communications, Inc.

219,500

18,287,094

Oracle Corp. (a)

2,368,100

199,068,406

PeopleSoft, Inc. (a)

846,600

14,180,550

Razorfish, Inc. Class A (a)

524,200

8,419,963

Software.com, Inc.

256,900

33,364,888

Trans Cosmos, Inc.

153,800

23,094,662

Travelocity.com, Inc. (a)

466,200

7,634,025

Usinternetworking, Inc. (a)

573,800

11,727,038

VeriSign, Inc. (a)

485,907

85,762,586

VERITAS Software Corp. (a)

558,675

63,139,004

Viant Corp.

179,300

5,311,763

Vignette Corp. (a)

461,800

24,020,816

1,481,013,928

Computers & Office Equipment - 10.6%

Brocade Communications
Systems, Inc. (a)

427,500

78,439,570

CDW Computer Centers, Inc. (a)

1,554,400

97,150,000

Compaq Computer Corp.

2,698,000

68,967,625

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Dell Computer Corp. (a)

6,459,900

$ 318,553,819

EMC Corp. (a)

5,129,740

394,669,371

Gateway, Inc. (a)

1,011,000

57,374,250

Hewlett-Packard Co.

1,720,400

214,834,950

International Business Machines Corp.

2,986,500

327,208,406

Lexmark International Group, Inc.
Class A (a)

742,800

49,953,300

MRV Communications, Inc. (a)

1,744,800

117,337,800

SCI Systems, Inc. (a)

1,534,500

60,133,219

Softbank Corp.

429,900

58,390,495

Sun Microsystems, Inc. (a)

3,416,100

310,651,594

2,153,664,399

Electronic Instruments - 1.1%

Agilent Technologies, Inc.

1,702,760

125,578,550

Applied Materials, Inc. (a)

736,300

66,727,188

Varian, Inc. (a)

347,700

16,037,663

208,343,401

Electronics - 12.6%

Advanced Micro Devices, Inc. (a)

565,000

43,646,250

Bookham Technology PLC sponsored ADR

577,500

34,216,875

Broadcom Corp. Class A (a)

396,000

86,699,250

Chartered Semiconductor
Manufacturing Ltd. ADR

888,500

79,965,000

Intel Corp.

6,712,700

897,404,081

JDS Uniphase Corp. (a)

1,341,200

160,776,350

Kyocera Corp.

351,500

60,392,096

LSI Logic Corp. (a)

1,405,900

76,094,338

Marvell Technology Group Ltd. (a)

7,800

444,600

Micron Technology, Inc. (a)

1,485,400

130,808,038

Mitsubishi Electric Corp.

9,445,000

102,271,840

Motorola, Inc.

3,130,200

90,971,438

PMC-Sierra, Inc. (a)

291,000

51,707,063

Samsung Electronics Co. Ltd.

170,080

56,285,311

Sanmina Corp. (a)

1,014,700

86,756,850

SDL, Inc. (a)

248,800

70,954,650

Stratos Lightwave, Inc. (a)

8,100

225,788

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)

1,796,354

69,608,718

Shares

Value (Note 1)

Texas Instruments, Inc.

5,659,200

$ 388,716,300

Xilinx, Inc. (a)

857,800

70,822,113

2,558,766,949

TOTAL TECHNOLOGY

8,633,845,453

TRANSPORTATION - 0.7%

Air Transportation - 0.2%

Southwest Airlines Co.

2,211,100

41,872,706

Railroads - 0.5%

Burlington Northern Santa Fe Corp.

1,209,300

27,738,319

Canadian National Railway Co.

1,458,980

42,473,514

Union Pacific Corp.

684,000

25,436,250

95,648,083

TOTAL TRANSPORTATION

137,520,789

UTILITIES - 6.5%

Cellular - 3.7%

AT&T Corp. - Wireless Group

1,172,100

32,672,288

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

723,050

128,567,328

China Unicom Ltd. sponsored ADR

2,673,200

56,805,500

Nextel Communications, Inc. Class A (a)

1,992,200

121,897,738

Sprint Corp. - PCS Group Series 1 (a)

1,787,180

106,337,210

Vodafone AirTouch PLC

32,309,376

133,881,853

Vodafone AirTouch PLC sponsored ADR

1,652,650

68,481,684

VoiceStream Wireless Corp. (a)

874,073

101,651,958

750,295,559

Electric Utility - 0.8%

AES Corp. (a)

2,006,000

91,523,750

Calpine Corp. (a)

1,211,900

79,682,425

171,206,175

Telephone Services - 2.0%

DDI Corp.

6,392

61,496,324

iBasis, Inc.

468,100

20,157,556

McLeodUSA, Inc. Class A (a)

3,343,800

69,174,863

Metromedia Fiber Network, Inc.
Class A (a)

2,442,800

96,948,625

NEXTLINK Communications, Inc. Class A

1,691,593

64,174,809

Sprint Corp. - FON Group

756,000

38,556,000

TeraBeam Networks (d)

60,800

228,000

Time Warner Telecom, Inc. Class A

784,500

50,502,188

401,238,365

TOTAL UTILITIES

1,322,740,099

TOTAL COMMON STOCKS

(Cost $14,218,076,542)

19,952,072,280

Cash Equivalents - 3.7%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

296,344,139

$ 296,344,139

Taxable Central Cash Fund, 6.59% (b)

454,771,936

454,771,936

TOTAL CASH EQUIVALENTS

(Cost $751,116,075)

751,116,075

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $14,969,192,617)

20,703,188,355

NET OTHER ASSETS - (2.1)%

(422,988,881)

NET ASSETS - 100%

$ 20,280,199,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA
sponsored
ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

-

-

83,957,163

TOTALS

$ 313,744

$ -

$ -

$ 83,957,163

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $10,740,018,866 and $9,565,681,575, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $332,074 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $228,000 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $302,340,051. The fund received cash collateral of $296,344,139 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

88.6%

Japan

3.2

Canada

1.7

United Kingdom

1.3

Others (individually less than 1%)

5.2

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $15,074,908,308. Net unrealized appreciation aggregated $5,628,280,047, of which $6,454,968,371 related to appreciated investment securities and $826,688,324 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $14,969,192,617) -
See accompanying schedule

$ 20,703,188,355

Receivable for investments sold

154,406,528

Receivable for fund shares sold

13,515,281

Dividends receivable

13,538,228

Interest receivable

1,031,263

Other receivables

825,472

Total assets

20,886,505,127

Liabilities

Payable for investments purchased

$ 288,895,972

Payable for fund shares redeemed

10,484,314

Accrued management fee

9,499,178

Distribution fees payable

135,980

Other payables and
accrued expenses

946,070

Collateral on securities loaned,
at value

296,344,139

Total liabilities

606,305,653

Net Assets

$ 20,280,199,474

Net Assets consist of:

Paid in capital

$ 13,338,505,241

Distributions in excess of
net investment income

(3,734,826)

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

1,211,401,186

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

5,734,027,873

Net Assets

$ 20,280,199,474

Initial Class:
Net Asset Value, offering
price and redemption price
per share ($18,566,075,419
÷ 360,203,600 shares)

$51.54

Service Class:
Net Asset Value, offering
price and redemption price
per share ($1,704,493,641
÷
33,165,225 shares)

$51.39

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($9,630,414
÷ 187,554 shares)

$51.35

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 52,399,181

Interest

4,779,796

Security lending

1,284,282

Total income

58,463,259

Expenses

Management fee

$ 54,947,825

Transfer agent fees

6,350,319

Distribution fees

652,691

Accounting and security lending fees

641,945

Non-interested trustees' compensation

68,264

Custodian fees and expenses

339,442

Registration fees

89,572

Audit

46,992

Legal

69,742

Interest

6,948

Miscellaneous

83,780

Total expenses before reductions

63,297,520

Expense reductions

(1,596,136)

61,701,384

Net investment income (loss)

(3,238,125)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,263,186,366

Foreign currency transactions

270,216

1,263,456,582

Change in net unrealized appreciation (depreciation) on:

Investment securities

(303,021,726)

Assets and liabilities in
foreign currencies

10,711

(303,011,015)

Net gain (loss)

960,445,567

Net increase (decrease) in net assets resulting from operations

$ 957,207,442

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,592,303

Custodian credits

3,833

$ 1,596,136

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ (3,238,125)

$ 19,639,750

Net realized gain (loss)

1,263,456,582

2,028,922,212

Change in net unrealized appreciation (depreciation)

(303,011,015)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

957,207,442

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,294,652,295

3,313,015,561

Total increase (decrease) in net assets

2,221,458,180

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including under (over) distribution of net investment income of $(3,734,826)
and $18,773,383, respectively)

$ 20,280,199,474

$ 18,058,741,294

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

36,209,385

$ 1,867,900,668

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(26,208,895)

(1,332,024,693)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

48,129,337

$ 2,448,037,665

61,503,036

$ 2,681,313,471

Service Class
Sold

14,784,762

$ 754,915,605

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(703,110)

(35,750,550)

(792,556)

(36,145,144)

Net increase (decrease)

16,445,278

$ 837,393,649

13,682,492

$ 631,702,090

Service Class 2 A
Sold

191,871

$ 9,432,086

-

$ -

Reinvested

225

11,274

-

-

Redeemed

(4,542)

(222,379)

-

-

Net increase (decrease)

187,554

$ 9,220,981

-

$ -

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

$ 21.69

Income from Investment Operations

Net investment income (loss)

(.01) D

.07 D

.08 D

.20 D

.22

.08

Net realized and unrealized gain (loss)

2.65

15.10

12.85

6.91

3.82

7.55

Total from investment operations

2.64

15.17

12.93

7.11

4.04

7.63

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

(.12)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

-

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

(.12)

Net asset value, end of period

$ 51.54

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Total Return B, C

5.11%

37.44%

39.49%

23.48%

14.71%

35.36%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,566,075

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

$ 4,162,702

Ratio of expenses to average net assets

.65% A

.66%

.68%

.69%

.69%

.70%

Ratio of expenses to average net assets after
expense reductions

.64% A, F

.65% F

.66% F

.67% F

.67% F

.70%

Ratio of net investment income (loss) to average net assets

(.03)% A

.14%

.21%

.58%

.81%

.37%

Portfolio turnover

101% A

84%

123%

113%

81%

108%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

(.03)

.02

.06

.03

Net realized and unrealized gain (loss)

2.64

15.07

12.83

.14

Total from investment operations

2.61

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 51.39

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

5.06%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,704,494

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76% A

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% A, F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.13)% A

.04%

.15%

.70% A

Portfolio turnover

101% A

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.07)

Net realized and unrealized gain (loss)

4.04

Total from investment operations

3.97

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 51.35

Total Return B, C

7.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,630

Ratio of expenses to average net assets

.94% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.31)% A

Portfolio turnover

101% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Contrafund -
Initial Class

10.22%

21.82%

24.63%

S&P 500 ®

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Contrafund Portfolio Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $33,511 - a 235.11% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.3

Viacom, Inc. Class B (non-vtg.)

4.1

McDonald's Corp.

2.9

BP Amoco PLC sponsored ADR

1.9

Exxon Mobil Corp.

1.8

15.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.9

Media & Leisure

13.0

Finance

12.0

Utilities

9.6

Energy

7.1

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.5%

Bonds 2.3%

Short-Term Investments
and Net Other Assets 7.2%



* Foreign investments 15.5%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund

Q. How did the fund perform, Will?

A. Performance was disappointing. For the six months that ended June 30, 2000, the fund trailed the Standard & Poor's 500 Index, which returned -0.42%. For the 12 months that ended June 30, 2000, the fund's performance topped the S&P 500, which returned 7.25%.

Q. What factors influenced the fund's performance during the six-month period?

A. The biggest drag on performance was the fund's low weighting in health stocks relative to the S&P 500. I kept the fund's exposure to the group at around half that of the index because the growth rates for health stocks were slowing. Health stocks rebounded during the period - returning around 25% - and the fund's low weighting ultimately hurt. Technology stocks, which accounted for approximately one-third of the S&P 500 at the end of the period, also played a key role. At the beginning of the period, I was concerned about high valuations and excessive speculation throughout the sector. As a result, I kept the fund underweighted relative to the index, and my decision to do so worked out well as technology stock prices corrected during April and May.

Q. What was your strategy in terms of the fund's technology investments?

A. I firmly believe that the Internet will be a major growth engine of the world economy for years to come. Dot-com stocks had been a major driver behind the market since mid-1998, but many of them were selling at valuations that drastically exceeded their potential earnings growth rates. When Internet stocks declined, the whole sector followed suit. At that time, I upgraded the fund's technology holdings by adding to its positions in leading technology names such as Cisco Systems and Nortel Networks, as well as emerging-but-profitable leaders such as Brocade Communications and Broadcom. These companies were well-positioned to benefit from the continued buildout of the Internet infrastructure. While the fund's investments in semiconductor names such as Micron Technology and Texas Instruments performed well during the period, a higher weighting in technology overall would have helped performance.

Q. The fund's emphasis on media and leisure stocks helped performance. Can you elaborate?

A. I viewed media stocks as beneficiaries of the Internet tidal wave, because I felt the Internet would serve as a significant outlet for media companies' content. Unlike many of the new dot-com companies, traditional media companies were producing positive earnings and cash flow. By investing in these stocks, the fund participated in the Internet investment theme, but with its risk limited by the real earnings and cash flow from these companies. This strategy proved wise, as the fund's investments in Time Warner and Viacom were particularly lucrative during the period. Consolidation also was prevalent throughout the media group, as America Online announced its intent to aquire Time Warner in January, and the Viacom-CBS merger produced better-than-expected results.

Q. Which stocks were disappointing?

A. McDonald's was a disappointment. I was initially attracted to the stock as a turnaround story, but the company's sales during the period were weaker than I had hoped. Rising interest rates hurt the stock of Home Depot, but the company continued to execute well and remained a core holding. Microsoft performed poorly during the period, as the ongoing federal government antitrust suit against the company and slowing revenue growth hurt its stock.

Q. What's your outlook?

A. The market remains extremely expensive. Price-to-earnings (P/E) ratios - which tell investors how much they're paying for a company's earnings power - have risen dramatically during the period and currently stand at almost twice their 75-year average. Corporate earnings thus far in 2000 have been very good - S&P earnings for the first quarter of 2000 were up 29% - but they may slow considering the six interest-rate hikes we've seen over the past year. Inflation is rising, but it remains under control. Against this uncertain backdrop, I'll try to concentrate on finding high-quality companies that are gaining market share, have sustainable competitive advantages and are in growing markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long term capital appreciation

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$10.2 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.2%

Aerospace & Defense - 0.1%

Boeing Co.

21,980

$ 919,039

Bombardier, Inc. Class B (non-vtg.)

237,100

6,437,974

Northrop Grumman Corp.

18,600

1,232,250

United Technologies Corp.

21,701

1,277,646

9,866,909

Ship Building & Repair - 0.1%

General Dynamics Corp.

186,200

9,728,950

TOTAL AEROSPACE & DEFENSE

19,595,859

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avery Dennison Corp.

332,400

22,312,350

Pharmacia Corp.

373,500

19,305,281

Sealed Air Corp. (a)

41,900

2,194,513

Spartech Corp.

172,600

4,660,200

Valspar Corp.

404,200

13,641,750

62,114,094

Metals & Mining - 0.2%

Alcoa, Inc.

246,200

7,139,800

Broken Hill Proprietary Co. Ltd.

791,982

9,335,716

16,475,516

Paper & Forest Products - 0.0%

Bowater, Inc.

6,500

286,813

TOTAL BASIC INDUSTRIES

78,876,423

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.1%

Fastenal Co.

101,600

5,143,500

Fortune Brands, Inc.

230,500

5,315,906

10,459,406

Construction - 0.1%

Ashtead Group PLC

24,700

35,971

Jacobs Engineering Group, Inc. (a)

290,530

9,496,699

9,532,670

Engineering - 0.0%

360networks, Inc. (sub. vtg.)

220,400

3,379,318

Tetra Tech, Inc. (a)

9,100

208,163

3,587,481

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

984,513

Real Estate Investment Trusts - 0.3%

Equity Office Properties Trust

448,600

12,364,538

Equity Residential Properties Trust (SBI)

115,100

5,294,600

Glenborough Realty Trust, Inc.

213,600

3,724,650

Shares

Value (Note 1)

Pinnacle Holdings, Inc. (a)

93,900

$ 5,070,600

Spieker Properties, Inc.

46,600

2,143,600

28,597,988

TOTAL CONSTRUCTION & REAL ESTATE

53,162,058

DURABLES - 3.4%

Autos, Tires, & Accessories - 2.2%

Danaher Corp.

837,422

41,400,050

Gentex Corp. (a)

172,700

4,339,088

Goodyear Tire & Rubber Co.

22,500

450,000

Lear Corp. (a)

190,800

3,816,000

Midas, Inc.

304,800

6,096,000

Sonic Automotive, Inc. Class A (a)

50,000

534,375

SPX Corp.

1,053,141

127,364,240

Toyota Motor Corp.

305,000

13,895,020

TRW, Inc.

612,500

26,567,188

224,461,961

Consumer Durables - 0.1%

Blyth, Inc.

69,000

2,035,500

Boyds Collection, Ltd. (a)

408,500

3,472,250

5,507,750

Consumer Electronics - 1.1%

General Motors Corp. Class H (a)

232,100

20,366,775

Harman International Industries, Inc.

461,000

28,121,000

Pioneer Corp.

402,000

15,659,876

Sony Corp.

499,700

47,127,958

111,275,609

Home Furnishings - 0.0%

Herman Miller, Inc.

86,900

2,248,538

The Bombay Company, Inc. (a)

429,100

1,260,481

3,509,019

Textiles & Apparel - 0.0%

Delta Woodside Industries

88,700

194,031

Timberland Co. Class A (a)

7,600

538,175

Warnaco Group, Inc. Class A

571,100

4,426,025

5,158,231

TOTAL DURABLES

349,912,570

ENERGY - 7.1%

Energy Services - 0.5%

Baker Hughes, Inc.

432,000

13,824,000

ENSCO International, Inc.

107,100

3,835,519

Global Marine, Inc.

117,300

3,306,394

Hanover Compressor Co. (a)

225,100

8,553,800

Schlumberger Ltd. (NY Shares)

286,600

21,387,525

50,907,238

Oil & Gas - 6.6%

Alberta Energy Co. Ltd.

1,046,700

42,278,055

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Apache Corp.

402,000

$ 23,642,625

BP Amoco PLC sponsored ADR

3,497,532

197,829,154

Canada Occidental Petroleum Ltd.

559,700

15,178,625

Canadian Natural Resources Ltd. (a)

168,930

4,906,444

Chevron Corp.

408,600

34,654,388

Cooper Cameron Corp. (a)

22,900

1,511,400

Devon Energy Corp.

36,640

2,058,710

EOG Resources, Inc.

416,600

13,956,100

Exxon Mobil Corp.

2,329,171

182,839,924

Newfield Exploration Co. (a)

174,100

6,811,663

Royal Dutch Petroleum Co. (NY Shares)

534,900

32,929,781

Santa Fe Snyder Corp. (a)

257,300

2,926,788

Suncor Energy, Inc.

1,445,940

33,401,653

Talisman Energy, Inc. (a)

186,300

6,172,249

Tosco Corp.

651,000

18,431,438

TotalFinaElf SA sponsored ADR

526,823

40,466,592

Vastar Resources, Inc.

261,200

21,451,050

681,446,639

TOTAL ENERGY

732,353,877

FINANCE - 12.0%

Banks - 1.6%

Bank of New York Co., Inc.

476,900

22,175,850

Bank One Corp.

1,587,400

42,165,313

Commerce Bancorp, Inc.

32,000

1,472,000

Fifth Third Bancorp

250,800

15,863,100

Firstar Corp.

806,100

16,978,481

M&T Bank Corp.

33,230

14,953,500

Mellon Financial Corp.

137,700

5,017,444

Northern Trust Corp.

249,000

16,200,563

PNC Financial Services Group, Inc.

74,400

3,487,500

Royal Bank of Scotland Group PLC

704,573

11,821,340

Wells Fargo & Co.

225,400

8,734,250

158,869,341

Credit & Other Finance - 3.0%

American Express Co.

964,700

50,284,988

Associates First Capital Corp. Class A

2,427,604

54,165,914

Citigroup, Inc.

2,820,000

169,905,000

Concord EFS, Inc. (a)

144,500

3,757,000

Household International, Inc.

578,700

24,052,219

MBNA Corp.

93,100

2,525,338

304,690,459

Federal Sponsored Credit - 0.8%

Fannie Mae

1,593,000

83,134,688

Freddie Mac

62,800

2,543,400

85,678,088

Insurance - 4.5%

Ace Ltd.

170,200

4,765,600

AFLAC, Inc.

211,500

9,715,781

Shares

Value (Note 1)

American International Group, Inc.

1,303,156

$ 153,120,830

Berkshire Hathaway, Inc. Class A (a)

1,683

90,545,400

Canada Life Financial Corp.

210,300

4,275,603

CIGNA Corp.

187,870

17,565,845

Everest Re Group Ltd.

80,200

2,636,575

Hartford Financial Services Group, Inc.

361,600

20,227,000

John Hancock Financial Services, Inc.

37,600

890,650

Marsh & McLennan Companies, Inc.

175,275

18,305,283

MetLife, Inc.

3,458,700

72,848,869

Mutual Risk Management Ltd.

24,200

418,963

PartnerRe Ltd.

135,300

4,794,694

PMI Group, Inc.

96,900

4,602,750

RenaissanceRe Holdings Ltd.

128,500

5,597,781

The Chubb Corp.

267,300

16,438,950

The St. Paul Companies, Inc.

151,500

5,169,938

XL Capital Ltd. Class A

442,500

23,950,313

Zenith National Insurance Corp.

127,700

2,713,625

458,584,450

Savings & Loans - 0.5%

Golden West Financial Corp.

1,330,500

54,301,031

TCF Financial Corp.

55,200

1,417,950

55,718,981

Securities Industry - 1.6%

AXA Financial, Inc.

20,600

700,400

Daiwa Securities Group, Inc.

5,186,000

68,481,421

Morgan Stanley Dean Witter & Co.

125,500

10,447,875

Nikko Securities Co. Ltd.

3,741,000

37,050,086

Nomura Securities Co. Ltd.

2,049,000

50,152,379

166,832,161

TOTAL FINANCE

1,230,373,480

HEALTH - 7.0%

Drugs & Pharmaceuticals - 4.9%

Accredo Health, Inc. (a)

6,500

224,656

Allergan, Inc.

68,800

5,125,600

ALZA Corp. (a)

18,700

1,105,638

Amgen, Inc.

73,800

5,184,450

Cephalon, Inc. (a)

41,500

2,484,813

COR Therapeutics, Inc. (a)

18,600

1,586,813

Elan Corp. PLC sponsored ADR (a)

502,000

24,315,625

Eli Lilly & Co.

964,482

96,327,640

Forest Laboratories, Inc. (a)

75,600

7,635,600

Genentech, Inc.

334,460

57,527,120

Gilead Sciences, Inc. (a)

37,200

2,645,850

Immunex Corp. (a)

1,423,770

70,387,629

Medimmune, Inc. (a)

74,700

5,527,800

Pfizer, Inc.

3,194,575

153,339,600

Schering-Plough Corp.

1,426,900

72,058,450

505,477,284

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - 1.5%

Boston Scientific Corp. (a)

132,800

$ 2,913,300

Cardinal Health, Inc.

214,800

15,895,200

DENTSPLY International, Inc.

91,000

2,803,938

Edwards Lifesciences Corp. (a)

4,600

85,100

Guidant Corp. (a)

37,838

1,872,981

Medtronic, Inc.

949,300

47,287,006

Millipore Corp.

130,300

9,821,363

MiniMed, Inc. (a)

98,100

11,575,800

Novoste Corp. (a)

52,800

3,220,800

Novoste Corp. (a)(d)

167,000

10,187,000

ORATEC Interventions, Inc.

67,400

2,249,475

Patterson Dental Co. (a)

470,100

23,975,100

Priority Healthcare Corp. (a)

7,100

527,619

Smith & Nephew PLC

1,658,322

6,138,246

Varian Medical Systems, Inc. (a)

425,500

16,647,688

155,200,616

Medical Facilities Management - 0.6%

Chronimed, Inc.

2,100

15,488

HCA - The Healthcare Co.

233,400

7,089,525

Health Management Associates, Inc. Class A (a)

119,800

1,564,888

Oxford Health Plans, Inc. (a)

205,200

4,886,325

UnitedHealth Group, Inc.

484,900

41,580,175

Universal Health Services, Inc.
Class B (a)

40,700

2,665,850

57,802,251

TOTAL HEALTH

718,480,151

INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%

Electrical Equipment - 1.3%

Alcatel SA sponsored ADR

617,150

41,040,475

Allen Telecom, Inc. (a)

479,500

8,481,156

American Power Conversion Corp. (a)

16,700

681,569

General Electric Co.

381,300

20,208,900

Hutchison Whampoa Ltd.

993,900

12,494,510

Koninklijke Philips Electronics NV
(NY Shares)

414,200

19,674,500

Littelfuse, Inc. (a)

3,700

181,300

Loral Space & Communications Ltd. (a)

846,933

5,875,598

Pinnacle Systems (a)

439,700

9,886,380

Rayovac Corp. (a)

553,950

12,394,631

Roper Industries, Inc.

118,700

3,041,688

133,960,707

Industrial Machinery & Equipment - 0.1%

Exide Corp.

100

800

Mettler-Toledo International, Inc. (a)

153,700

6,148,000

Shares

Value (Note 1)

MSC Industrial Direct, Inc. (a)

57,500

$ 1,203,906

Sandvik AB

56,300

1,184,960

8,537,666

Pollution Control - 0.1%

Waste Management, Inc.

387,600

7,364,400

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

149,862,773

MEDIA & LEISURE - 13.0%

Broadcasting - 3.2%

American Tower Corp. Class A (a)

2,553,250

106,438,609

AT&T Corp. - Liberty Media Group
Class A (a)

1,471,816

35,691,538

Carlton Communications PLC

1,628,640

21,000,498

Clear Channel Communications, Inc. (a)

148,700

11,152,500

Cox Radio, Inc. Class A (a)

191,500

5,362,000

Grupo Televisa SA de CV
sponsored GDR (a)

139,200

9,596,100

Infinity Broadcasting Corp. Class A (a)

2,899,160

105,638,143

Time Warner, Inc.

337,903

25,680,628

Westwood One, Inc.

263,800

9,002,175

329,562,191

Entertainment - 5.4%

Fox Entertainment Group, Inc.
Class A (a)

533,700

16,211,138

MGM Grand, Inc.

317,200

10,190,050

Park Place Entertainment Corp. (a)

922,700

11,245,406

Premier Parks, Inc. (a)

553,900

12,601,225

Viacom, Inc.:

Class A (a)

475,100

32,484,963

Class B (non-vtg.) (a)

6,230,551

424,845,696

Walt Disney Co.

1,303,620

50,596,751

558,175,229

Leisure Durables & Toys - 0.5%

Callaway Golf Co.

622,800

10,159,425

Harley-Davidson, Inc.

794,600

30,592,100

Mattel, Inc.

608,000

8,018,000

48,769,525

Lodging & Gaming - 0.3%

Aztar Corp. (a)

57,500

891,250

Starwood Hotels & Resorts
Worldwide, Inc. unit

911,100

29,667,694

30,558,944

Publishing - 0.5%

Harte Hanks Communications, Inc.

19,500

487,500

McGraw-Hill Companies, Inc.

280,900

15,168,600

PRIMEDIA, Inc. (a)

275,200

6,260,800

Reader's Digest Association, Inc.
Class A (non-vtg.)

653,640

25,982,190

United News & Media PLC

90,900

1,310,005

49,209,095

Restaurants - 3.1%

CEC Entertainment, Inc. (a)

196,000

5,022,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

McDonald's Corp.

9,129,400

$ 300,699,613

Outback Steakhouse, Inc. (a)

45,350

1,326,488

Pizzaexpress PLC

20,902

200,080

PJ America, Inc. (a)(c)

581,700

5,671,575

Ryan's Family Steak Houses, Inc. (a)

188,500

1,590,469

314,510,725

TOTAL MEDIA & LEISURE

1,330,785,709

NONDURABLES - 3.0%

Foods - 1.9%

Booker PLC (a)

2,151,689

4,724,802

Earthgrains Co.

840,100

16,329,444

General Mills, Inc.

264,200

10,105,650

Keebler Foods Co.

859,200

31,897,800

Nestle SA (Reg.)

7,933

15,859,200

PepsiCo, Inc.

548,700

24,382,856

Quaker Oats Co.

846,000

63,555,750

Sysco Corp.

394,400

16,614,100

Wm. Wrigley Jr. Co.

80,700

6,471,131

189,940,733

Household Products - 1.1%

Avon Products, Inc.

1,140,300

50,743,350

Colgate-Palmolive Co.

936,400

56,066,950

Estee Lauder Companies, Inc.

182,400

9,017,400

Yankee Candle Co., Inc.

61,800

1,336,425

117,164,125

TOTAL NONDURABLES

307,104,858

PRECIOUS METALS - 0.9%

Barrick Gold Corp.

2,174,060

39,281,395

Franco Nevada Mining Corp. Ltd.

1,499,464

17,319,037

Gold Fields Ltd.

932,600

3,658,873

Newmont Mining Corp.

773,100

16,718,288

Placer Dome, Inc.

1,698,845

15,949,980

92,927,573

RETAIL & WHOLESALE - 4.6%

Apparel Stores - 0.8%

Charming Shoppes, Inc. (a)

1,479,600

7,536,713

Claire's Stores, Inc.

304,800

5,867,400

Talbots, Inc.

344,700

18,936,956

The Limited, Inc.

783,800

16,949,675

Shares

Value (Note 1)

TJX Companies, Inc.

1,762,400

$ 33,045,000

Venator Group, Inc. (a)

2,300

23,575

82,359,319

Drug Stores - 1.6%

CVS Corp.

3,220,202

128,808,080

Rite Aid Corp.

173,400

1,137,938

Walgreen Co.

1,136,600

36,584,313

166,530,331

General Merchandise Stores - 0.5%

Costco Wholesale Corp. (a)

415,400

13,708,200

Dollar Tree Stores, Inc. (a)

173,450

6,862,116

JCPenney Co., Inc.

651,700

12,015,719

Kohls Corp. (a)

232,500

12,932,813

Michaels Stores, Inc. (a)

74,300

3,403,869

Stein Mart, Inc. (a)

241,400

2,474,350

Tuesday Morning Corp. (a)

250,900

2,634,450

54,031,517

Grocery Stores - 0.2%

Fleming Companies, Inc.

556,356

7,267,400

Iceland Group PLC

470,067

1,987,743

Krispy Kreme Doughnuts, Inc.

6,500

477,750

Safeway PLC

1,616,114

6,300,727

16,033,620

Retail & Wholesale, Miscellaneous - 1.5%

Bed Bath & Beyond, Inc. (a)

856,100

31,033,625

Best Buy Co., Inc. (a)

382,400

24,186,800

Good Guys, Inc. (a)

28,700

104,038

Guitar Center, Inc. (a)

18,200

191,100

Home Depot, Inc.

1,625,290

81,162,919

Staples, Inc. (a)

1,420,350

21,837,881

158,516,363

TOTAL RETAIL & WHOLESALE

477,471,150

SERVICES - 1.0%

Advertising - 0.5%

Getty Images, Inc. (a)

48,200

1,786,413

Interpublic Group of Companies, Inc.

55,700

2,395,100

Omnicom Group, Inc.

194,240

17,299,500

TMP Worldwide, Inc. (a)

8,300

612,644

Young & Rubicam, Inc.

499,300

28,553,719

50,647,376

Educational Services - 0.0%

Apollo Group, Inc. Class A (a)

70,700

1,979,600

Printing - 0.1%

Reynolds & Reynolds Co. Class A

134,000

2,445,500

Valassis Communications, Inc. (a)

32,700

1,246,688

3,692,188

Services - 0.4%

Carlisle Holdings Ltd. (a)

205,500

1,509,141

Gartner Group, Inc. Class B (a)

38,777

382,923

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Learning Tree International, Inc. (a)

2,800

$ 171,500

NOVA Corp. (a)

312,600

8,733,263

Professional Detailing, Inc. (a)

9,500

323,594

Robert Half International, Inc. (a)

130,000

3,705,000

Storagenetworks, Inc.

5,400

487,350

True North Communications

58,100

2,556,400

Viad Corp.

967,812

26,372,877

44,242,048

TOTAL SERVICES

100,561,212

TECHNOLOGY - 23.9%

Communications Equipment - 7.3%

ADC Telecommunications, Inc. (a)

552,700

46,357,713

Advanced Fibre
Communications, Inc. (a)

24,400

1,105,625

Andrew Corp. (a)

111,000

3,725,438

Centillium Communications, Inc. (a)

14,400

993,600

Ciena Corp. (a)

37,800

6,300,788

Cisco Systems, Inc. (a)

6,866,788

436,470,182

Comverse Technology, Inc. (a)

41,600

3,868,800

Corning, Inc.

275,700

74,404,538

Jabil Circuit, Inc. (a)

73,600

3,652,400

NEC Corp.

210,000

6,595,926

Nokia AB sponsored ADR

1,072,400

53,552,975

Nortel Networks Corp.

1,352,190

93,799,333

Plantronics, Inc. (a)

56,600

6,537,300

Tellabs, Inc. (a)

239,500

16,390,781

753,755,399

Computer Services & Software - 5.1%

Adobe Systems, Inc.

1,016,100

132,093,000

Amdocs Ltd. (a)

170,200

13,062,850

Art Technology Group, Inc.

15,700

1,584,719

Automatic Data Processing, Inc.

1,439,900

77,124,644

BEA Systems, Inc. (a)

16,200

800,888

Black Box Corp. (a)

203,600

16,119,394

BroadVision, Inc. (a)

176,500

8,968,406

Ceridian Corp. (a)

101,020

2,430,794

Computer Sciences Corp. (a)

209,200

15,624,625

DST Systems, Inc. (a)

136,700

10,406,288

E.piphany, Inc.

37,200

3,987,375

Electronic Data Systems Corp.

536,100

22,114,125

Exodus Communications, Inc. (a)

107,900

4,970,144

Extensity, Inc.

4,900

167,825

Fiserv, Inc. (a)

101,800

4,402,850

Forsoft Ltd. (a)(c)

831,800

6,446,450

Foundry Networks, Inc.

90,600

9,966,000

Go2Net, Inc. (a)

148,100

7,451,281

Infonet Services Corp. Class B

361,320

4,313,258

Macromedia, Inc. (a)

208,400

20,149,675

Mentor Graphics Corp. (a)

230,400

4,579,200

Micromuse, Inc. (a)

42,000

6,950,344

Shares

Value (Note 1)

Microsoft Corp. (a)

59,070

$ 4,725,600

National Computer Systems, Inc.

130,500

6,427,125

National Instrument Corp. (a)

28,500

1,243,313

Nuance Communications, Inc.

43,200

3,599,100

Oracle Corp. (a)

298,900

25,126,281

Paychex, Inc.

61,500

2,583,000

Polycom, Inc. (a)

127,250

11,973,430

Rational Software Corp. (a)

413,600

38,438,950

SEI Investments Co.

46,600

1,855,263

Siebel Systems, Inc. (a)

74,900

12,250,831

Software.com, Inc.

48,800

6,337,900

The Bisys Group (a)

58,900

3,622,350

Unisys Corp. (a)

1,682,358

24,499,338

VeriSign, Inc. (a)

14,500

2,559,250

Vignette Corp. (a)

16,900

879,064

webMethods, Inc.

13,200

2,074,875

521,909,805

Computers & Office Equipment - 4.2%

Apple Computer, Inc. (a)

199,300

10,438,338

Brocade Communications
Systems, Inc. (a)

520,000

95,411,875

Canon, Inc.

406,000

20,452,251

CDW Computer Centers, Inc. (a)

61,700

3,856,250

Copper Mountain Networks, Inc.

66,100

5,825,063

Dell Computer Corp. (a)

432,100

21,307,931

Diebold, Inc.

346,000

9,644,750

EMC Corp. (a)

249,600

19,203,600

Extreme Networks, Inc. (a)

22,300

2,352,650

Handspring, Inc.

12,700

342,900

Hewlett-Packard Co.

738,050

92,163,994

Insight Enterprises, Inc. (a)

108,800

6,453,200

Juniper Networks, Inc.

77,600

11,295,650

Network Appliance, Inc. (a)

34,500

2,777,250

Oak Technology, Inc. (a)

162,800

3,510,375

Palm, Inc.

318,200

10,619,925

RSA Security, Inc. (a)

82,800

5,733,900

Sun Microsystems, Inc. (a)

851,700

77,451,469

Symbol Technologies, Inc.

510,860

27,586,440

426,427,811

Electronic Instruments - 1.9%

Agilent Technologies, Inc.

1,010,574

74,529,833

LAM Research Corp. (a)

200

7,500

Lernout & Hauspie Speech
Products NV (a)

129,600

5,710,500

Novellus Systems, Inc. (a)

276,300

15,628,219

PerkinElmer, Inc.

48,250

3,190,531

Tektronix, Inc.

82,300

6,090,200

Teradyne, Inc. (a)

143,800

10,569,300

Thermo Electron Corp. (a)

1,149,050

24,201,866

Waters Corp. (a)

480,600

59,984,888

199,912,837

Electronics - 5.4%

Altera Corp. (a)

152,900

15,586,244

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Amphenol Corp. Class A (a)

62,100

$ 4,110,244

Analog Devices, Inc. (a)

224,200

17,039,200

Arrow Electronics, Inc. (a)

52,100

1,615,100

Broadcom Corp. Class A (a)

94,900

20,777,169

Conexant Systems, Inc. (a)

68,500

3,330,813

Fairchild Semiconductor
International, Inc. Class A

62,000

2,511,000

Flextronics International Ltd. (a)

178,000

12,226,375

Infineon Technologies AG
sponsored ADR (a)

561,500

44,498,875

Intel Corp.

24,580

3,286,039

Intersil Holding Corp. Class A

134,400

7,266,000

JDS Uniphase Corp. (a)

50,900

6,101,638

Kyocera Corp.

232,600

39,963,589

Linear Technology Corp.

347,900

22,243,856

LSI Logic Corp. (a)

152,400

8,248,650

Merix Corp. (a)

20,700

972,900

Micron Technology, Inc. (a)

1,457,600

128,359,900

Molex, Inc. Class A

143,200

5,012,000

National Semiconductor Corp. (a)

46,700

2,650,225

NVIDIA Corp. (a)

277,600

17,644,950

Power-One, Inc. (a)

45,500

5,184,156

Sanmina Corp. (a)

130,600

11,166,300

STMicroelectronics NV (NY Shares)

234,600

15,058,388

TDK Corp.

67,000

9,631,013

Texas Instruments, Inc.

1,479,200

101,602,550

Vitesse Semiconductor Corp. (a)

280,800

20,656,350

Xilinx, Inc. (a)

213,500

17,627,094

Zoran Corp. (a)

162,400

10,708,250

555,078,868

TOTAL TECHNOLOGY

2,457,084,720

TRANSPORTATION - 1.5%

Air Transportation - 0.5%

Continental Airlines, Inc. Class B (a)

385,900

18,137,300

Ryanair Holdings PLC sponsored ADR (a)

341,700

12,472,050

Southwest Airlines Co.

1,265,387

23,963,266

54,572,616

Railroads - 0.1%

Canadian Pacific Ltd.

245,200

6,359,797

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

418,700

20,725,650

Expeditors International of
Washington, Inc.

229,400

10,896,500

Forward Air Corp. (a)

17,200

688,000

Ocean Group PLC(OLD)

1,781,680

29,460,613

Shares

Value (Note 1)

Swift Transportation Co., Inc. (a)

1,093,300

$ 15,306,200

United Parcel Service, Inc. Class B

281,700

16,620,300

93,697,263

TOTAL TRANSPORTATION

154,629,676

UTILITIES - 9.6%

Cellular - 4.8%

AT&T Corp. - Wireless Group

939,700

26,194,138

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

37,300

6,632,406

Crown Castle International Corp. (a)

494,800

18,060,200

Dobson Communications Corp. Class A

69,600

1,339,800

Nextel Communications, Inc. Class A (a)

1,869,900

114,414,506

NTT DoCoMo, Inc.

1,141

30,887,287

Sprint Corp. - PCS Group Series 1 (a)

2,093,000

124,533,500

Triton PCS Holdings, Inc. Class A

439,730

25,394,408

Vodafone AirTouch PLC sponsored ADR

3,203,400

132,740,888

VoiceStream Wireless Corp. (a)

46,750

5,436,879

485,634,012

Electric Utility - 0.7%

AES Corp. (a)

1,018,900

46,487,313

Calpine Corp. (a)

130,700

8,593,525

DPL, Inc.

68,800

1,509,300

Duke Energy Corp.

128,400

7,238,550

Northern States Power Co.

313,400

6,326,763

NRG Energy, Inc.

248,100

4,527,825

74,683,276

Gas - 0.5%

Dynegy, Inc. Class A

700,656

47,863,563

Enron Corp.

61,300

3,953,850

51,817,413

Telephone Services - 3.6%

Allegiance Telecom, Inc. (a)

231,280

14,801,920

BellSouth Corp.

1,588,200

67,697,025

Cable & Wireless PLC sponsored ADR

734,900

36,790,931

DDI Corp.

2,103

20,232,598

Energis PLC (a)

219,335

8,245,079

McLeodUSA, Inc. Class A (a)

2,005,074

41,479,968

Metromedia Fiber Network, Inc.
Class A (a)

56,300

2,234,406

NEXTLINK Communications, Inc. Class A

492,400

18,680,425

Nippon Telegraph & Telephone Corp.

3,410

45,350,879

Qwest Communications
International, Inc. (a)

889,944

44,219,093

SBC Communications, Inc.

69,106

2,988,835

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

Time Warner Telecom, Inc. Class A

80,203

$ 5,163,068

U.S. WEST, Inc.

730,400

62,631,800

370,516,027

TOTAL UTILITIES

982,650,728

TOTAL COMMON STOCKS

(Cost $7,454,454,140)

9,235,832,817

U.S. Treasury Obligations - 2.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.6% to 5.62% 8/17/00 (e)

-

$ 2,000,000

1,985,950

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

20,636,775

6.125% 11/15/27

Aaa

63,000,000

62,862,030

6.375% 8/15/27

Aaa

66,000,000

67,969,440

6.5% 11/15/26

Aaa

20,000,000

20,890,600

6.75% 8/15/26

Aaa

9,900,000

10,653,291

6.875% 8/15/25

Aaa

36,500,000

39,779,160

7.625% 2/15/25

Aaa

9,500,000

11,233,750

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $235,882,664)

236,010,996

Cash Equivalents - 7.4%

Shares

Central Cash Collateral Fund, 6.71% (b)

125,228,100

125,228,100

Taxable Central Cash Fund, 6.59% (b)

628,988,088

628,988,088

TOTAL CASH EQUIVALENTS

(Cost $754,216,188)

754,216,188

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $8,444,552,992)

10,226,060,001

NET OTHER ASSETS - 0.3%

32,329,993

NET ASSETS - 100%

$ 10,258,389,994

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

150 S&P 500 Stock Index Contracts

Sept. 2000

$ 55,053,750

$ (206,670)

The face value of futures purchased as a percentage of net assets - 0.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ -

$ -

$ 6,446,450

PJ America, Inc.

-

-

-

5,671,575

TOTALS

$ -

$ -

$ -

$ 12,118,025

(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $10,187,000 or 0.1%
of net assets.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,985,950.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $8,415,238,617 and $8,270,968,679, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $740,575,595 and $702,738,997, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $336,878 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $122,412,563. The fund received cash collateral of $125,228,100 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

84.5%

United Kingdom

4.6

Japan

3.9

Canada

2.9

Others (individually less than 1%)

4.1

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income
tax purposes was $8,536,447,288. Net unrealized appreciation
aggregated $1,689,612,713, of which $2,107,965,785 related to appreciated investment securities and $418,353,072 related to
depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $8,444,552,992) -
See accompanying schedule

$ 10,226,060,001

Foreign currency held at value (cost $3,198,136)

3,200,762

Receivable for investments sold

227,343,121

Receivable for fund shares sold

5,795,420

Dividends receivable

6,174,594

Interest receivable

8,752,007

Receivable for daily variation on futures contracts

394,650

Other receivables

1,705,788

Total assets

10,479,426,343

Liabilities

Payable for investments purchased

$ 88,850,142

Payable for fund shares redeemed

1,847,512

Accrued management fee

4,877,662

Distribution fees payable

94,923

Other payables and
accrued expenses

138,010

Collateral on securities loaned,
at value

125,228,100

Total liabilities

221,036,349

Net Assets

$ 10,258,389,994

Net Assets consist of:

Paid in capital

$ 8,001,539,614

Undistributed net
investment income

28,658,206

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

446,882,094

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,781,310,080

Net Assets

$ 10,258,389,994

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,119,275,383
÷
363,406,993 shares)

$25.09

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,110,439,215
÷
44,361,957 shares)

$25.03

Service Class 2:
Net Asset Value, offering
price and redemption price
per share ($28,675,396
÷
1,146,087 shares)

$25.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 27,621,948

Interest

31,147,532

Security lending

1,347,457

Total income

60,116,937

Expenses

Management fee

$ 28,674,384

Transfer agent fees

3,272,693

Distribution fees

484,572

Accounting and security lending fees

450,247

Non-interested trustees' compensation

15,815

Custodian fees and expenses

315,685

Registration fees

43,475

Audit

31,520

Legal

36,304

Miscellaneous

70,060

Total expenses before reductions

33,394,755

Expense reductions

(1,509,996)

31,884,759

Net investment income

28,232,178

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

529,036,819

Foreign currency transactions

41,699

Futures contracts

(2,603,401)

526,475,117

Change in net unrealized appreciation (depreciation) on:

Investment securities

(684,382,795)

Assets and liabilities in
foreign currencies

11,087

Futures contracts

(216,147)

(684,587,855)

Net gain (loss)

(158,112,738)

Net increase (decrease) in net assets resulting from operations

$ (129,880,560)

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,501,131

Custodian credits

8,865

$ 1,509,996

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 28,232,178

$ 37,064,074

Net realized gain (loss)

526,475,117

1,238,554,251

Change in net unrealized appreciation (depreciation)

(684,587,855)

533,893,873

Net increase (decrease) in net assets resulting from operations

(129,880,560)

1,809,512,198

Distributions to shareholders
From net investment income

(34,082,876)

(32,779,255)

From net realized gain

(1,237,208,385)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

1,879,217,135

1,702,847,259

Total increase (decrease) in net assets

478,045,314

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $28,658,206 and $34,775,260, respectively)

$ 10,258,389,994

$ 9,780,344,680

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

31,827,829

$ 821,871,536

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(22,956,691)

(590,350,809)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

54,524,472

$ 1,393,398,071

47,451,606

$ 1,182,789,864

Service Class
Sold

14,727,745

$ 380,358,381

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,238

291,308

6,968,091

Redeemed

(1,309,500)

(32,733,410)

(669,866)

(17,161,230)

Net increase (decrease)

17,724,120

$ 456,994,209

20,390,180

$ 520,057,395

Service Class 2 A
Sold

1,156,782

$ 29,090,053

-

$ -

Reinvested

1,759

44,679

-

-

Redeemed

(12,454)

(309,877)

-

-

Net increase (decrease)

1,146,087

$ 28,824,855

-

$ -

Distributions
From net investment income
Initial Class

$ 31,149,527

$ 31,943,084

Service Class

2,932,151

836,171

Service Class 2 A

1,198

-

Total

$ 34,082,876

$ 32,779,255

From net realized gain
Initial Class

$ 1,130,727,819

$ 234,249,282

Service Class

106,437,085

6,131,920

Service Class 2 A

43,481

-

Total

$ 1,237,208,385

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

$ 10.00

Income from Investment Operations

Net investment income

.07 C

.12 C

.13 C

.16 C

.14

.06

Net realized and unrealized gain (loss)

(.40)

5.59

5.54

3.73

2.76

3.91

Total from investment operations

(.33)

5.71

5.67

3.89

2.90

3.97

Less Distributions

From net investment income

(.10)

(.12)

(.14)

(.14)

-

(.06)

From net realized gain

(3.63)

(.88)

(1.03)

(.37)

(.13)

(.12)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

(.18)

Net asset value, end of period

$ 25.09

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Total Return B, G

(1.31)%

24.25%

29.98%

24.14%

21.22%

39.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,119,275

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

$ 877,000

Ratio of expenses to average net assets

.66% A

.67%

.70%

.71%

.74%

.72%

Ratio of expenses to average net assets after
expense reductions

.63% A, F

.65% F

.66% F

.68% F

.71% F

.72%

Ratio of net investment income to average net assets

.58% A

.48%

.62%

.90%

1.33%

1.07%

Portfolio turnover

178% A

172%

201%

142%

178%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 D

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income C

.06

.10

.11

.03

Net realized and unrealized gain (loss)

(.40)

5.58

5.55

(.09)

Total from investment operations

(.34)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.10)

(.12)

(.14)

-

From net realized gain

(3.63)

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 25.03

$ 29.10

$ 24.42

$ 19.93

Total Return B, G

(1.36)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,110,439

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76% A

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.73% A, F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.47% A

.37%

.53%

1.14% A

Portfolio turnover

178% A

172%

201%

142%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

E For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income C

.04

Net realized and unrealized gain (loss)

.51 G

Total from investment operations

.55

Less Distributions

From net investment income

(.10)

From net realized gain

(3.63)

Total distributions

(3.73)

Net asset value, end of period

$ 25.02

Total Return B, F

1.75%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,675

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.88% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover

178% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating
market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Initial Class

-5.65%

16.68%

18.58%

S&P 500 ®

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,499 - a 154.99% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunitites Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bettina Doulton became Portfolio Manager of Growth Opportunities Portfolio on February 1, 2000.

Q. How did the fund perform, Bettina?

A. For the six-month period ending June 30, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -0.42%. For the 12-month period that ended June 30, 2000, the fund also trailed the S&P 500, which returned 7.25%.

Q. Why did the fund underperform its benchmark?

A. Early in the period, the fund was considerably underweighted in technology and telecommunications - the sectors that drove equity markets to record heights. Our lack of exposure here was a big detractor from performance. After taking over the fund in February, I repositioned it to be more in line with expectations - with more of a growth emphasis than a value proposition - and increased the tech position to approximately 43% of net assets at the end of the period, compared to just over 16% six months ago.

Q. Was that strategy successful?

A. On a short-term basis, the repositioning seemed poorly timed. Fund performance was negatively affected by the massive rotation away from technology that began in mid-March and lasted through the end of May. Several factors contributed to the tech sell-off: interest-rate hikes, fears of a slowdown in earnings growth, high valuations and illiquidity. Tech stocks did rebound in June, however, and the fund more than doubled the return of the S&P for the month.

Q. What other changes did you make to the fund since taking over?

A. In light of margin pressures and credit concerns in the finance sector, I reduced the sector's aggregate weighting to 11.8% of net assets compared to 20.6% six months ago. I also shifted the sector's asset allocation, reducing the fund's positions in regional banks, mortgage insurance companies and GSEs - government-sponsored enterprises such as Fannie Mae and Freddie Mac - while adding more capital markets exposure, which was a plus. Two other moves also helped. I reduced the fund's consumer nondurables holdings, largely due to the elimination of the Philip Morris position. I was less enamored with the company's fundamental prospects than my predecessor. I also eliminated the fund's bond position, as I expect to focus largely on equity investments.

Q. Which stocks were among the best absolute contributors?

A. Despite the technology sector's spring decline, six of the fund's 10 best-performing stocks came from that area. Most are very familiar names: Micron Technology, Intel, Oracle, Adobe Systems, Analog Devices and Nortel. All benefited from the growth prospects surrounding the rapid acceleration and penetration of Internet- and wireless-related communications. General Electric, the fund's largest holding at the end of the period, also was a strong contributor. GE experienced an acceleration in revenue and profit growth due to market share gains, acquisitions and strong global economies. Eli Lilly was another winner, benefiting from investor appreciation of its strong product pipeline and increased confidence in the company's earnings growth potential.

Q. Which stocks did not perform as well as you expected?

A. Although I have reduced these positions dramatically since taking over the fund, Fannie Mae and Freddie Mac significantly detracted from performance during the period. Several factors caused the underperformance of these stocks, including the Federal Reserve Board's recent string of interest-rate hikes and increased political bantering about capital ratios and funding requirements. Two other disappointments were retailers Home Depot and Wal-Mart. Despite continuing to deliver strong results, these stocks came under pressure as investors grew increasingly concerned that results would come under pressure due to slowing consumer spending caused by interest-rate increases.

Q. What is your outlook, Bettina?

A. It comes down to whether the technology sector's recent struggle was a short-term rotation or a permanent change in leadership. I believe it was just a violent short-term rotation similar to what we experienced at this time last year. On a medium-term basis, I expect the companies that are the enablers of our networked, communications economy - those that provide servers, data storage, fiber optics, etc. - are going to lead, because we still appear to be in the early stages of the "e-economy" build out.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$1.5 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Boeing Co.

374,200

$ 15,646,238

Textron, Inc.

30,200

1,640,238

17,286,476

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.3%

Praxair, Inc.

122,000

4,567,375

ENERGY - 6.4%

Energy Services - 1.3%

Baker Hughes, Inc.

36,700

1,174,400

Halliburton Co.

272,200

12,844,438

Schlumberger Ltd. (NY Shares)

92,300

6,887,888

20,906,726

Oil & Gas - 5.1%

BP Amoco PLC sponsored ADR

221,190

12,511,059

Chevron Corp.

27,000

2,289,938

Conoco, Inc. Class B

97,868

2,403,883

Cooper Cameron Corp. (a)

72,300

4,771,800

Exxon Mobil Corp.

417,300

32,758,050

Royal Dutch Petroleum Co. (NY Shares)

178,300

10,976,594

Tosco Corp.

257,300

7,284,806

TotalFinaElf SA:

Class B

6,153

947,562

sponsored ADR

94,405

7,251,484

81,195,176

TOTAL ENERGY

102,101,902

FINANCE - 11.8%

Banks - 1.1%

Bank of America Corp.

65,200

2,803,600

Bank of Tokyo-Mitsubishi Ltd.

255,000

3,081,070

Bank of Tokyo-Mitsubishi Ltd. ADR

44,500

539,563

Chase Manhattan Corp.

232,800

10,723,350

17,147,583

Credit & Other Finance - 2.9%

American Express Co.

499,400

26,031,225

Citigroup, Inc.

340,200

20,497,050

46,528,275

Federal Sponsored Credit - 4.1%

Fannie Mae

712,400

37,178,375

Freddie Mac

688,000

27,864,000

65,042,375

Insurance - 2.2%

Allmerica Financial Corp.

41,500

2,173,563

American International Group, Inc.

184,175

21,640,563

CIGNA Corp.

92,812

8,677,922

Shares

Value (Note 1)

Hartford Financial Services Group, Inc.

13,700

$ 766,344

The Chubb Corp.

37,200

2,287,800

35,546,192

Securities Industry - 1.5%

Daiwa Securities Group, Inc.

72,000

950,764

Morgan Stanley Dean Witter & Co.

155,900

12,978,675

Nomura Securities Co. Ltd.

391,000

9,570,317

23,499,756

TOTAL FINANCE

187,764,181

HEALTH - 10.3%

Drugs & Pharmaceuticals - 9.0%

American Home Products Corp.

82,900

4,870,375

Amgen, Inc.

71,300

5,008,825

Bristol-Myers Squibb Co.

373,600

21,762,200

Eli Lilly & Co.

466,400

46,581,700

Merck & Co., Inc.

149,200

11,432,450

Pfizer, Inc.

449,693

21,585,264

Schering-Plough Corp.

650,600

32,855,300

144,096,114

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

102,200

4,554,288

Johnson & Johnson

148,300

15,108,063

19,662,351

TOTAL HEALTH

163,758,465

INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%

Electrical Equipment - 4.2%

General Electric Co.

1,269,700

67,294,088

Industrial Machinery & Equipment - 1.1%

Deere & Co.

156,600

5,794,200

Ingersoll-Rand Co.

60,400

2,431,100

Tyco International Ltd.

194,200

9,200,225

17,425,525

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

84,719,613

MEDIA & LEISURE - 4.7%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group
Class A (a)

501,244

12,155,167

Charter Communications, Inc.

167,700

2,756,569

Comcast Corp. Class A (special) (a)

77,500

3,138,750

Cox Communications, Inc. Class A (a)

78,213

3,563,580

Infinity Broadcasting Corp. Class A (a)

23,400

852,638

Time Warner, Inc.

89,500

6,802,000

Univision Communications, Inc.
Class A (a)

6,100

631,350

29,900,054

Entertainment - 2.2%

Fox Entertainment Group, Inc. Class A (a)

239,400

7,271,775

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - continued

Viacom, Inc. Class B (non-vtg.) (a)

328,428

$ 22,394,684

Walt Disney Co.

133,500

5,181,469

34,847,928

Publishing - 0.1%

McGraw-Hill Companies, Inc.

35,400

1,911,600

Restaurants - 0.5%

McDonald's Corp.

268,700

8,850,306

TOTAL MEDIA & LEISURE

75,509,888

NONDURABLES - 0.5%

Beverages - 0.1%

The Coca-Cola Co.

27,300

1,568,044

Household Products - 0.4%

Avon Products, Inc.

16,900

752,050

Clorox Co.

41,700

1,868,681

Procter & Gamble Co.

67,320

3,854,070

6,474,801

TOTAL NONDURABLES

8,042,845

RETAIL & WHOLESALE - 4.6%

General Merchandise Stores - 2.5%

Kohls Corp. (a)

56,400

3,137,250

Target Corp.

119,400

6,925,200

Wal-Mart Stores, Inc.

533,700

30,754,463

40,816,913

Retail & Wholesale, Miscellaneous - 2.1%

Home Depot, Inc.

394,000

19,675,375

Lowe's Companies, Inc.

320,900

13,176,956

32,852,331

TOTAL RETAIL & WHOLESALE

73,669,244

SERVICES - 0.0%

Advertising - 0.0%

Interpublic Group of Companies, Inc.

13,800

593,400

Services - 0.0%

Gartner Group, Inc. Class B (a)

106

1,047

TOTAL SERVICES

594,447

TECHNOLOGY - 42.8%

Communications Equipment - 11.1%

Ciena Corp. (a)

61,700

10,284,619

Cisco Systems, Inc. (a)

1,046,300

66,505,444

Corning, Inc.

50,500

13,628,688

Lucent Technologies, Inc.

226,200

13,402,350

Nokia AB sponsored ADR

533,900

26,661,631

Shares

Value (Note 1)

Nortel Networks Corp.

481,200

$ 33,380,101

Telefonaktiebolaget LM Ericsson sponsored ADR

665,500

13,310,000

177,172,833

Computer Services & Software - 9.9%

Adobe Systems, Inc.

134,700

17,511,000

Amazon.com, Inc. (a)

10,200

370,388

America Online, Inc. (a)

266,600

14,063,150

Automatic Data Processing, Inc.

224,300

12,014,069

BEA Systems, Inc. (a)

75,100

3,712,756

BroadVision, Inc. (a)

111,400

5,660,513

Computer Sciences Corp. (a)

9,700

724,469

E.piphany, Inc.

13,000

1,393,438

First Data Corp.

61,700

3,061,863

i2 Technologies, Inc. (a)

25,800

2,690,053

InfoSpace.com, Inc. (a)

47,000

2,596,750

Microsoft Corp. (a)

242,100

19,368,000

Oracle Corp. (a)

456,600

38,382,939

Phone.com, Inc.

24,100

1,569,513

Redback Networks, Inc.

16,100

2,883,913

Siebel Systems, Inc. (a)

93,500

15,293,094

VeriSign, Inc. (a)

82,537

14,567,781

Yahoo!, Inc. (a)

23,000

2,849,125

158,712,814

Computers & Office Equipment - 7.2%

Compaq Computer Corp.

285,500

7,298,094

Dell Computer Corp. (a)

217,200

10,710,675

EMC Corp. (a)

270,500

20,811,594

Hewlett-Packard Co.

76,600

9,565,425

International Business Machines Corp.

34,100

3,736,081

Network Appliance, Inc. (a)

154,700

12,453,350

SCI Systems, Inc. (a)

490,600

19,225,388

Sun Microsystems, Inc. (a)

345,200

31,391,625

115,192,232

Electronic Instruments - 2.8%

Agilent Technologies, Inc.

86,915

6,409,981

Applied Materials, Inc. (a)

178,900

16,212,813

KLA-Tencor Corp. (a)

118,600

6,945,513

LAM Research Corp. (a)

404,000

15,150,000

44,718,307

Electronics - 11.8%

Analog Devices, Inc. (a)

245,100

18,627,600

Broadcom Corp. Class A (a)

7,100

1,554,456

Flextronics International Ltd. (a)

119,171

8,185,558

Intel Corp.

316,500

42,312,094

JDS Uniphase Corp. (a)

116,200

13,929,475

Methode Electronics, Inc. Class A

4,300

166,088

Micron Technology, Inc. (a)

335,200

29,518,550

Molex, Inc. Class A

145,810

5,103,350

Motorola, Inc.

60,000

1,743,750

National Semiconductor Corp. (a)

228,600

12,973,050

Samsung Electronics Co. Ltd.

2,800

926,616

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Sanmina Corp. (a)

59,500

$ 5,087,250

SDL, Inc. (a)

13,700

3,907,069

Texas Instruments, Inc.

541,900

37,221,756

Xilinx, Inc. (a)

83,700

6,910,481

188,167,143

TOTAL TECHNOLOGY

683,963,329

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

Southwest Airlines Co.

31,500

596,531

UTILITIES - 5.8%

Cellular - 4.5%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

34,100

6,063,406

Nextel Communications, Inc. Class A (a)

291,000

17,805,563

Nextel Partners, Inc. Class A

2,500

81,406

QUALCOMM, Inc. (a)

27,800

1,668,000

Sprint Corp. - PCS Group Series 1 (a)

316,800

18,849,600

Vodafone AirTouch PLC

122,991

509,643

Vodafone AirTouch PLC sponsored ADR

378,900

15,700,669

VoiceStream Wireless Corp. (a)

91,800

10,676,053

71,354,340

Electric Utility - 0.3%

AES Corp. (a)

113,000

5,155,625

Telephone Services - 1.0%

Level 3 Communications, Inc. (a)

105,100

9,248,800

NEXTLINK Communications, Inc. Class A

132,800

5,038,100

U.S. WEST, Inc.

16,300

1,397,725

15,684,625

TOTAL UTILITIES

92,194,590

TOTAL COMMON STOCKS

(Cost $1,159,260,000)

1,494,768,886

Cash Equivalents - 6.9%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

1,235,200

$ 1,235,200

Taxable Central Cash Fund, 6.59% (b)

109,058,384

109,058,384

TOTAL CASH EQUIVALENTS

(Cost $110,293,584)

110,293,584

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,269,553,584)

1,605,062,470

NET OTHER ASSETS - (0.5)%

(7,485,639)

NET ASSETS - 100%

$ 1,597,576,831

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,110,429,310 and $1,386,467,463, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $2,939,068 and $2,727,952, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $41,941 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,236,406. The fund received cash collateral of $1,235,200 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

90.0%

Canada

2.1

United Kingdom

1.8

Finland

1.7

Others (individually less than 1%)

4.4

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,270,414,331. Net unrealized appreciation aggregated $334,648,139, of which $383,735,051 related to appreciated investment securities and $49,086,912 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportuntities Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $1,269,553,584) -
See accompanying schedule

$ 1,605,062,470

Foreign currency held at value
(cost $869,073)

869,422

Receivable for investments sold

18,787,103

Receivable for fund shares sold

2,992,234

Dividends receivable

563,371

Interest receivable

475,311

Other receivables

13,116

Total assets

1,628,763,027

Liabilities

Payable to custodian bank

$ 1,150,566

Payable for investments purchased

27,237,658

Payable for fund shares redeemed

663,655

Accrued management fee

760,615

Distribution fees payable

30,888

Other payables and
accrued expenses

107,614

Collateral on securities loaned,
at value

1,235,200

Total liabilities

31,186,196

Net Assets

$ 1,597,576,831

Net Assets consist of:

Paid in capital

$ 1,297,693,607

Undistributed net
investment income

1,554,523

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(37,177,356)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

335,506,057

Net Assets

$ 1,597,576,831

Initial Class:
Net Asset Value, offering price
and redemption price per share ($1,222,937,712
÷
59,348,075 shares)

$20.61

Service Class:
Net Asset Value, offering price
and redemption price per share ($370,163,567
÷
17,987,163 shares)

$20.58

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,475,552
÷ 217,616 shares)

$20.57

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 4,944,088

Interest

2,196,303

Security lending

43,224

Total income

7,183,615

Expenses

Management fee

$ 4,713,628

Transfer agent fees

531,307

Distribution fees

171,473

Accounting and security lending fees

182,021

Non-interested trustees' compensation

2,651

Custodian fees and expenses

44,138

Registration fees

956

Audit

17,449

Legal

7,156

Reports to shareholders

7,396

Miscellaneous

395

Total expenses before reductions

5,678,570

Expense reductions

(279,920)

5,398,650

Net investment income

1,784,965

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(31,567,618)

Foreign currency transactions

(17,618)

Futures contracts

(211,116)

(31,796,352)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(41,408,261)

Assets and liabilities in
foreign currencies

105

(41,408,156)

Net gain (loss)

(73,204,508)

Net increase (decrease) in net assets resulting from operations

$ (71,419,543)

Other Information

Expense reductions
Directed brokerage arrangements

$ 276,910

Custodian credits

3,010

$ 279,920

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 1,784,965

$ 21,853,752

Net realized gain (loss)

(31,796,352)

109,839,194

Change in net unrealized appreciation (depreciation)

(41,408,156)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(71,419,543)

76,769,847

Distributions to shareholders
From net investment income

(21,794,226)

(17,518,652)

From net realized gain

(111,302,559)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(84,271,368)

140,493,459

Total increase (decrease) in net assets

(288,787,696)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $1,554,523 and $21,419,780, respectively)

$ 1,597,576,831

$ 1,886,364,527

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,804,052

$ 162,982,845

14,140,894

$ 318,792,928

Reinvested

5,190,171

107,280,842

2,116,413

45,714,518

Redeemed

(20,232,012)

(422,309,444)

(18,293,067)

(412,962,598)

Net increase (decrease)

(7,237,789)

$ (152,045,757)

(2,035,760)

$ (48,455,152)

Service Class
Sold

3,431,508

$ 71,121,191

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,498

217,292

4,691,331

Redeemed

(1,604,623)

(33,520,138)

(1,230,823)

(27,601,312)

Net increase (decrease)

3,076,691

$ 63,409,551

8,371,609

$ 188,948,611

Service Class 2 A
Sold

234,557

$ 4,716,010

-

$ -

Reinvested

361

7,445

-

-

Redeemed

(17,302)

(358,617)

-

-

Net increase (decrease)

217,616

$ 4,364,838

-

$ -

Distributions
From net investment income
Initial Class

$ 17,669,786

$ 15,930,817

Service Class

4,123,251

1,587,835

Service Class 2 A

1,189

-

Total

$ 21,794,226

$ 17,518,652

From net realized gain
Initial Class

$ 89,611,056

$ 29,783,702

Service Class

21,685,247

3,103,496

Service Class 2 A

6,256

-

Total

$ 111,302,559

$ 32,887,198

$ 133,096,785

$ 50,405,850

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

$ 10.00

Income from Investment Operations

Net investment income

.02 D

.27 D

.26 D

.29 D

.26

.11

Net realized and unrealized gain (loss)

(.86)

.66

4.29

4.18

2.12

3.14

Total from investment operations

(.84)

.93

4.55

4.47

2.38

3.25

Less Distributions

From net investment income

(.28)

(.23)

(.21)

(.25)

-

(.11)

From net realized gain

(1.42)

(.43)

(.73)

(.35)

(.05)

(.07)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

(.18)

Net asset value, end of period

$ 20.61

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Total Return B, C

(3.65)%

4.27%

24.61%

29.95%

18.27%

32.52%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,222,938

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

$ 164,303

Ratio of expenses to average net assets

.67% A

.69%

.71%

.74%

.77%

.85% G

Ratio of expenses to average net assets after
expense reductions

.64% A, H

.68% H

.70% H

.73% H

.76% H

.83% H

Ratio of net investment income to average net assets

.24% A

1.20%

1.27%

1.68%

2.29%

2.49%

Portfolio turnover

138% A

42%

29%

26%

28%

38%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.01

.25

.23

.04

Net realized and unrealized gain (loss)

(.86)

.66

4.30

.73

Total from investment operations

(.85)

.91

4.53

.77

Less Distributions

From net investment income

(.27)

(.22)

(.21)

-

From net realized gain

(1.42)

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 20.58

$ 23.12

$ 22.86

$ 19.27

Total ReturnB, C

(3.70)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 370,164

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.77% A

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.74% A, H

.78% H

.79% H

.83% A, H

Ratio of net investment income to average net assets

.14% A

1.09%

1.16%

1.72% A

Portfolio turnover

138% A

42%

29%

26%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 3, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income (loss) D

(.00)

Net realized and unrealized gain (loss)

(.44)

Total from investment operations

(.44)

Less Distributions

From net investment income

(.27)

From net realized gain

(1.42)

Total distributions

(1.69)

Net asset value, end of period

$ 20.57

Total Return B, C

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,476

Ratio of expenses to average net assets

.96% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.05)% A

Portfolio turnover

138% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned. C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,377,496,384.11

94.671

Against

12,255,144.99

0.842

Abstain

65,286,057.94

4.487

TOTAL

1,455,037,587.04

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 6

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,340,780,422.20

92.147

Against

27,115,319.81

1.864

Abstain

87,141,845.03

5.989

TOTAL

1,455,037,587.04

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,739,032.83

91.526

Against

27,683,762.48

1.903

Abstain

95,614,791.73

6.571

TOTAL

1,455,037,587.04

100.000

* Denotes trust-wide proposals and voting results.

PROPOSAL 10

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,323,899,985.14

90.987

Against

34,015,265.88

2.338

Abstain

97,122,336.02

6.675

TOTAL

1,455,037,587.04

100.000

PROPOSAL 13

Diversification - To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,328,921,810.70

91.332

Against

33,755,864.67

2.320

Abstain

92,359,911.67

6.348

TOTAL

1,455,037,587.04

100.000

PROPOSAL 14

Underwriting - To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,436,859.78

91.505

Against

31,609,505.60

2.173

Abstain

91,991,221.66

6.322

TOTAL

1,455,037,587.04

100.000

PROPOSAL 15

Concentration - To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,327,032,945.65

91.203

Against

34,495,489.11

2.370

Abstain

93,509,152.28

6.427

TOTAL

1,455,037,587.04

100.000

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Index 500 -
Initial Class

6.94%

23.42%

19.52%

S&P 500 ®

7.25%

23.80%

19.89%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Index 500 Portfolio - Initial Class on August 27, 1992, when the fund started. As the chart shows, by June 30, 2000 the value of the investment would have grown to $40,524 - a 305.24% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $41,515 - a 315.15% increase.

Investment Summary

Top Ten Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.1

Intel Corp.

3.5

Cisco Systems, Inc.

3.4

Microsoft Corp.

3.3

Pfizer, Inc.

2.4

Exxon Mobil Corp.

2.1

Wal-Mart Stores, Inc.

2.0

Oracle Corp.

1.9

Nortel Networks Corp.

1.6

Citigroup, Inc.

1.6

25.9

Top Ten Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

32.4

Finance

12.4

Health

10.9

Utilities

9.1

Industrial Machinery & Equipment

5.7

Retail & Wholesale

5.4

Nondurables

5.4

Energy

5.3

Media & Leisure

4.4

Basic Industries

2.6

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Dean Barr, who oversees the Index 500 Portfolio's investment management personnel as Managing Director for Bankers Trust, sub-adviser of the fund

Q. How did the fund perform, Dean?

A. For the six-month period that ended June 30, 2000, the fund closely tracked the -0.42% return of the Standard & Poor's 500 Index. For the 12 months that ended June 30, 2000, fund performance also fell in line with the index, which returned 7.25%.

Q. What was the market environment like over the past six months?

A. It was a grueling round trip. The stock market battled through one of the most volatile periods on record, yet had very little to show for its efforts. Technology-enabled productivity gains helped keep the lid on inflation, allowing the economy to advance at a feverish pace. In this high-growth environment, speculative investors rallied seemingly indiscriminately around smaller-sized tech stocks expected to give shape to the new economy. Amid the tech rush, the broader market retreated into bear territory. A quarter-point interest-rate hike levied by the Federal Reserve Board in February, expected to slow the advances of new economy stocks, had the opposite effect of pushing old economy stocks lower, further widening the performance disparity between the two groups. In late March, however, the tables turned on tech stocks.

Q. What sparked this reversal of fortune?

A. Concerns about seemingly overstretched valuations and further Fed tightening spurred a flight to safety, with jittery investors fleeing smaller-cap tech stocks en masse for the predictability found in large, value-oriented companies. The S&P 500 - home to many of these well-known stocks - benefited from this migration, although the party was short-lived. Another quarter-point hike on March 24, coupled with expectations for an even bigger increase in May, pulled the entire market into a steep decline, culminating in a 5.8% drop in the index on April 14. Stocks forged a recovery later in the month, only to turn back again in May when the Fed dropped a half-point bomb on them. Investors - seeing signs of a slowdown and sensing the smoke was clearing on the rate front - eased their way back into the market, focusing on seasoned growth companies with actual revenues and earnings.

Q. What areas of technology survived the tumult, and which didn't?

A. Not surprisingly, semiconductors - providing the lifeblood for the digital age - led the way, posting impressive gains during the six-month period. Chips were in high demand thanks to growing usage of personal computers and wireless communications devices worldwide. Index standouts Intel, Micron Technology, Texas Instruments and Altera were the big winners here. Not far behind were the providers of networking equipment - central to the development of broadband services - most notably Corning, Nortel, Cisco and Network Appliance. Conversely, Internet stocks - namely AOL and Yahoo! - lost ground, as did Microsoft, which was plagued by antitrust litigation.

Q. How did other sectors of the market fare?

A. Health stocks rode the biotech wave to a strong turnaround during the period. Most biotech and genomics stocks fell sharply in the spring, but recovered nicely in June behind investors' renewed enthusiasm for the sector when researchers reported a successful mapping of the human genome. PE Corp. and Amgen were notable contributors. Drug stocks, such as Eli Lilly and Pfizer, rallied as exciting new product pipelines overcame concerns that presidential campaign rhetoric would dominate the investment landscape. Among financials, banks got a bounce out of the rotation in April and May, but ended up generally flat to down thanks to rising rates. Investment management firms and brokerage houses, however, did quite well, benefiting from robust capital markets activity. Lehman Brothers was one of the stars here. Energy stocks, particularly companies engaged in oil services, such as Baker Hughes, got a lift from the rebound in oil prices. On the downside, retailers such as Wal-Mart and Home Depot suffered from the fear of a slowdown in consumer spending. Utilities also underperformed due to the poor performance of traditional telecommunications providers, such as AT&T and WorldCom, which slipped on increased competition and pricing pressures in their long-distance businesses.

Q. What's your outlook?

A. In choosing not to raise rates further on June 28, the Fed acknowledged that the economy appears to be cooling, for now at least. More evidence of a slowdown will be needed before we can be sure that the Fed will stop tightening. Strong technology-related spending should continue to fuel productivity growth, which, hopefully, will dampen inflationary pressures and keep corporate profits rising. If so, growth stocks could prosper and continue to outperform in the coming months.

The views expressed in this report reflect those of Bankers Trust only through the end of the period of the report as stated on the cover. Any such views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of June 30, 2000, more than
$4.8 billion

Manager: Bankers Trust, since 1997

3

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Aerospace & Defense - 1.0%

BFGoodrich Co.

41,200

$ 1,403,375

Boeing Co.

324,668

13,575,181

Honeywell International, Inc.

295,662

9,960,114

Lockheed Martin Corp.

147,986

3,671,903

Northrop Grumman Corp.

26,000

1,722,500

Rockwell International Corp.

70,900

2,233,350

Textron, Inc.

55,600

3,019,775

United Technologies Corp.

177,600

10,456,200

46,042,398

Defense Electronics - 0.0%

Raytheon Co. Class B

126,400

2,433,200

Ship Building & Repair - 0.1%

General Dynamics Corp.

75,100

3,923,975

TOTAL AEROSPACE & DEFENSE

52,399,573

BASIC INDUSTRIES - 2.6%

Chemicals & Plastics - 1.5%

Air Products & Chemicals, Inc.

83,500

2,572,844

Armstrong Holdings, Inc.

14,900

228,156

Ashland, Inc.

26,700

936,169

Avery Dennison Corp.

42,200

2,832,675

Dow Chemical Co.

246,000

7,426,125

E.I. du Pont de Nemours and Co.

390,379

17,079,081

Eastman Chemical Co.

29,375

1,402,656

Engelhard Corp.

47,300

807,056

FMC Corp.

11,500

667,000

Great Lakes Chemical Corp.

21,600

680,400

Hercules, Inc.

39,500

555,469

Pharmacia Corp.

473,423

24,470,051

PPG Industries, Inc.

65,100

2,884,744

Praxair, Inc.

59,500

2,227,531

Rohm & Haas Co.

81,936

2,826,792

Sealed Air Corp. (a)

31,260

1,637,243

Union Carbide Corp.

50,100

2,479,950

W.R. Grace & Co. (a)

26,800

324,950

72,038,892

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

34,492

620,856

Bethlehem Steel Corp. (a)

45,000

160,313

Crane Co.

24,300

590,794

Nucor Corp.

34,900

1,158,244

USX - U.S. Steel Group

35,600

660,825

Worthington Industries, Inc.

32,550

341,775

3,532,807

Metals & Mining - 0.3%

Alcan Aluminium Ltd.

85,157

2,645,878

Alcoa, Inc.

322,504

9,352,616

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

59,500

550,375

Shares

Value (Note 1)

Inco Ltd. (a)

69,436

$ 1,064,638

Phelps Dodge Corp.

31,157

1,158,651

14,772,158

Packaging & Containers - 0.1%

Ball Corp.

10,730

345,372

Bemis Co., Inc.

16,500

554,813

Crown Cork & Seal Co., Inc.

45,800

687,000

Owens-Illinois, Inc. (a)

54,800

640,475

Tupperware Corp.

20,900

459,800

2,687,460

Paper & Forest Products - 0.6%

Boise Cascade Corp.

20,700

535,613

Fort James Corp.

83,400

1,928,625

Georgia-Pacific Corp.

64,400

1,690,500

International Paper Co.

182,336

5,435,892

Kimberly-Clark Corp.

205,632

11,798,136

Louisiana-Pacific Corp.

43,800

476,325

Mead Corp.

37,900

956,975

Pactiv Corp. (a)

70,200

552,825

Potlatch Corp.

12,100

400,813

Temple-Inland, Inc.

20,900

877,800

Westvaco Corp.

33,450

829,978

Weyerhaeuser Co.

86,900

3,736,700

Willamette Industries, Inc.

38,800

1,057,300

30,277,482

TOTAL BASIC INDUSTRIES

123,308,799

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Fortune Brands, Inc.

61,300

1,413,731

Masco Corp.

167,000

3,016,438

Owens Corning

20,400

188,700

Sherwin-Williams Co.

62,300

1,319,981

Vulcan Materials Co.

37,500

1,600,781

7,539,631

Construction - 0.0%

Centex Corp.

22,200

521,700

Kaufman & Broad Home Corp.

17,700

350,681

Pulte Corp.

16,100

348,163

1,220,544

Engineering - 0.0%

Fluor Corp.

28,300

894,988

TOTAL CONSTRUCTION & REAL ESTATE

9,655,163

DURABLES - 1.6%

Autos, Tires, & Accessories - 1.0%

AutoZone, Inc. (a)

52,050

1,145,100

Cooper Tire & Rubber Co.

30,300

337,088

Cummins Engine Co., Inc.

15,500

422,375

Dana Corp.

62,466

1,323,498

Common Stocks - continued

Shares

Value (Note 1)

DURABLES - continued

Autos, Tires, & Accessories - continued

Danaher Corp.

53,200

$ 2,630,075

Delphi Automotive Systems Corp.

213,335

3,106,691

Eaton Corp.

27,300

1,829,100

Ford Motor Co.

452,100

19,440,300

General Motors Corp.

199,878

11,605,416

Genuine Parts Co.

66,550

1,331,000

Goodyear Tire & Rubber Co.

58,700

1,174,000

Johnson Controls, Inc.

31,700

1,626,606

Navistar International Corp. (a)

24,570

763,206

PACCAR, Inc.

30,090

1,194,197

TRW, Inc.

45,400

1,969,225

Visteon Corp. (a)

59,194

717,727

50,615,604

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

149,200

12,309,000

Snap-On, Inc.

21,900

583,088

12,892,088

Consumer Electronics - 0.1%

Black & Decker Corp.

32,700

1,285,519

Maytag Corp.

33,100

1,220,563

Whirlpool Corp.

25,500

1,188,938

3,695,020

Home Furnishings - 0.1%

Leggett & Platt, Inc.

73,900

1,219,350

Newell Rubbermaid, Inc.

105,493

2,716,445

3,935,795

Textiles & Apparel - 0.1%

Liz Claiborne, Inc.

23,600

831,900

NIKE, Inc. Class B

105,900

4,216,144

Reebok International Ltd. (a)

21,300

339,469

Russell Corp.

13,000

260,000

Springs Industries, Inc. Class A

6,700

214,400

VF Corp.

44,500

1,059,656

6,921,569

TOTAL DURABLES

78,060,076

ENERGY - 5.3%

Energy Services - 0.7%

Baker Hughes, Inc.

122,230

3,911,360

Halliburton Co.

166,700

7,866,156

McDermott International, Inc.

20,700

182,419

Rowan Companies, Inc. (a)

31,000

941,625

Schlumberger Ltd. (NY Shares)

207,200

15,462,300

Transocean Sedco Forex, Inc.

68,606

3,666,133

32,029,993

Oil & Gas - 4.6%

Amerada Hess Corp.

34,600

2,136,550

Anadarko Petroleum Corp.

47,100

2,322,619

Shares

Value (Note 1)

Apache Corp.

42,300

$ 2,487,769

Burlington Resources, Inc.

81,557

3,119,555

Chevron Corp.

245,700

20,838,431

Conoco, Inc. Class B

234,031

5,748,386

Exxon Mobil Corp.

1,290,933

101,338,241

Kerr-McGee Corp.

34,894

2,056,565

Occidental Petroleum Corp.

137,900

2,904,519

Phillips Petroleum Co.

95,500

4,840,656

Royal Dutch Petroleum Co. (NY Shares)

801,975

49,371,586

Sunoco, Inc.

33,700

992,044

Texaco, Inc.

206,700

11,006,775

The Coastal Corp.

79,800

4,857,825

Tosco Corp.

55,300

1,565,681

Union Pacific Resources Group, Inc.

91,912

2,022,064

Unocal Corp.

90,850

3,009,406

USX - Marathon Group

116,100

2,909,756

223,528,428

TOTAL ENERGY

255,558,421

FINANCE - 12.4%

Banks - 4.2%

AmSouth Bancorp.

143,900

2,266,425

Bank of America Corp.

619,240

26,627,320

Bank of New York Co., Inc.

275,700

12,820,050

Bank One Corp.

429,199

11,400,598

BB&T Corp.

129,300

3,087,038

Capital One Financial Corp.

74,800

3,337,950

Chase Manhattan Corp.

462,669

21,311,691

Comerica, Inc.

59,000

2,647,625

Fifth Third Bancorp

115,725

7,319,606

First Union Corp.

369,645

9,171,816

Firstar Corp.

367,142

7,732,928

FleetBoston Financial Corp.

336,783

11,450,622

Huntington Bancshares, Inc.

84,104

1,329,895

J.P. Morgan & Co., Inc.

60,700

6,684,588

KeyCorp

168,214

2,964,772

Mellon Financial Corp.

183,500

6,686,281

National City Corp.

231,442

3,948,979

Northern Trust Corp.

83,500

5,432,719

PNC Financial Services Group, Inc.

110,400

5,175,000

Regions Financial Corp.

79,800

1,586,025

SouthTrust Corp.

63,600

1,438,950

State Street Corp.

60,000

6,363,750

Summit Bancorp

66,100

1,627,713

SunTrust Banks, Inc.

113,000

5,162,688

Synovus Finanical Corp.

101,700

1,792,463

U.S. Bancorp

275,551

5,304,357

Union Planters Corp.

51,100

1,427,606

Wachovia Corp.

76,200

4,133,850

Wells Fargo & Co.

602,100

23,331,375

203,564,680

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Credit & Other Finance - 2.7%

American Express Co.

503,037

$ 26,220,804

Associates First Capital Corp. Class A

274,748

6,130,315

Citigroup, Inc.

1,254,329

75,573,322

Countrywide Credit Industries, Inc.

42,300

1,282,219

Household International, Inc.

177,082

7,359,971

MBNA Corp.

301,725

8,184,291

Old Kent Financial Corp.

47,775

1,277,981

Providian Financial Corp.

53,700

4,833,000

130,861,903

Federal Sponsored Credit - 0.7%

Fannie Mae

376,500

19,648,594

Freddie Mac

260,900

10,566,450

SLM Holding Corp.

60,100

2,249,994

32,465,038

Insurance - 2.9%

Aetna, Inc.

53,400

3,427,613

AFLAC, Inc.

99,400

4,566,188

Allstate Corp.

278,242

6,190,885

American General Corp.

92,352

5,633,472

American International Group, Inc.

576,012

67,681,410

Aon Corp.

92,525

2,874,058

CIGNA Corp.

63,000

5,890,500

Cincinnati Financial Corp.

60,300

1,895,681

Conseco, Inc.

122,116

1,190,631

Hartford Financial Services Group, Inc.

84,400

4,721,125

Jefferson-Pilot Corp.

39,700

2,240,569

Lincoln National Corp.

73,100

2,640,738

Loews Corp.

39,100

2,346,000

Marsh & McLennan Companies, Inc.

100,250

10,469,859

MBIA, Inc.

36,300

1,749,206

MGIC Investment Corp.

39,700

1,806,350

Progressive Corp.

26,600

1,968,400

SAFECO Corp.

49,400

981,825

The Chubb Corp.

68,400

4,206,600

The St. Paul Companies, Inc.

79,192

2,702,427

Torchmark Corp.

49,100

1,212,156

UnumProvident Corp.

89,638

1,798,362

138,194,055

Savings & Loans - 0.2%

Charter One Financial, Inc.

78,400

1,803,200

Golden West Financial Corp.

60,800

2,481,400

Washington Mutual, Inc.

204,662

5,909,615

10,194,215

Securities Industry - 1.7%

Bear Stearns Companies, Inc.

42,397

1,764,775

Charles Schwab Corp.

498,000

16,745,250

Franklin Resources, Inc.

92,900

2,821,838

Lehman Brothers Holdings, Inc.

44,700

4,226,944

Merrill Lynch & Co., Inc.

138,500

15,927,500

Morgan Stanley Dean Witter & Co.

422,912

35,207,424

Shares

Value (Note 1)

PaineWebber Group, Inc.

53,300

$ 2,425,150

T. Rowe Price Associates, Inc.

44,700

1,899,750

81,018,631

TOTAL FINANCE

596,298,522

HEALTH - 10.9%

Drugs & Pharmaceuticals - 7.7%

Allergan, Inc.

49,500

3,687,750

ALZA Corp. (a)

44,300

2,619,238

American Home Products Corp.

488,400

28,693,500

Amgen, Inc.

390,200

27,411,550

Bausch & Lomb, Inc.

20,100

1,555,238

Biogen, Inc. (a)

56,600

3,650,700

Bristol-Myers Squibb Co.

737,100

42,936,075

Eli Lilly & Co.

420,892

42,036,589

Medimmune, Inc. (a)

72,800

5,387,200

Merck & Co., Inc.

859,700

65,874,513

Pfizer, Inc.

2,363,825

113,463,600

Quintiles Transnational Corp. (a)

42,900

605,963

Schering-Plough Corp.

549,900

27,769,950

Sigma-Aldrich Corp.

37,500

1,096,875

Watson Pharmaceuticals, Inc. (a)

35,900

1,929,625

368,718,366

Medical Equipment & Supplies - 2.8%

Abbott Laboratories

575,300

25,636,806

Baxter International, Inc.

109,200

7,678,125

Becton, Dickinson & Co.

94,400

2,708,100

Biomet, Inc.

42,700

1,641,281

Boston Scientific Corp. (a)

156,400

3,431,025

C.R. Bard, Inc.

19,500

938,438

Cardinal Health, Inc.

105,650

7,818,100

Guidant Corp. (a)

115,400

5,712,300

Johnson & Johnson

520,400

53,015,750

Mallinckrodt, Inc.

25,900

1,125,031

McKesson HBOC, Inc.

105,748

2,214,099

Medtronic, Inc.

446,800

22,256,225

Millipore Corp.

16,100

1,213,538

St. Jude Medical, Inc. (a)

29,329

1,345,468

136,734,286

Medical Facilities Management - 0.4%

HCA - The Healthcare Co.

210,412

6,391,265

HEALTHSOUTH Corp. (a)

144,300

1,037,156

Humana, Inc. (a)

60,500

294,938

Manor Care, Inc. (a)

38,600

270,200

Tenet Healthcare Corp.

112,300

3,032,100

UnitedHealth Group, Inc.

63,400

5,436,550

Wellpoint Health Networks, Inc. (a)

23,800

1,724,013

18,186,222

TOTAL HEALTH

523,638,874

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 5.7%

Electrical Equipment - 4.4%

American Power Conversion Corp. (a)

64,000

$ 2,612,000

Emerson Electric Co.

161,100

9,726,413

General Electric Co.

3,687,400

195,432,166

Scientific-Atlanta, Inc.

59,900

4,462,550

Thomas & Betts Corp.

21,600

413,100

W.W. Grainger, Inc.

34,600

1,066,113

213,712,342

Industrial Machinery & Equipment - 1.2%

Briggs & Stratton Corp.

8,600

294,550

Caterpillar, Inc.

132,800

4,498,600

Cooper Industries, Inc.

35,146

1,144,442

Deere & Co.

88,500

3,274,500

Dover Corp.

77,800

3,155,763

Illinois Tool Works, Inc.

112,300

6,401,100

Ingersoll-Rand Co.

61,200

2,463,300

ITT Industries, Inc.

35,500

1,078,313

Pall Corp.

46,500

860,250

Parker-Hannifin Corp.

41,925

1,435,931

The Stanley Works

33,500

795,625

Timken Co.

22,584

420,627

Tyco International Ltd.

631,842

29,933,515

55,756,516

Pollution Control - 0.1%

Allied Waste Industries, Inc. (a)

64,500

645,000

Waste Management, Inc.

242,209

4,601,971

5,246,971

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

274,715,829

MEDIA & LEISURE - 4.4%

Broadcasting - 1.6%

Clear Channel Communications, Inc. (a)

127,200

9,540,000

Comcast Corp. Class A (special) (a)

337,300

13,660,650

MediaOne Group, Inc. (a)

229,200

15,199,111

Time Warner, Inc.

490,440

37,273,440

75,673,201

Entertainment - 1.5%

Carnival Corp.

230,800

4,500,600

Viacom, Inc. Class B (non-vtg.) (a)

571,393

38,961,860

Walt Disney Co.

774,700

30,068,044

73,530,504

Leisure Durables & Toys - 0.2%

Brunswick Corp.

34,100

564,781

Harley-Davidson, Inc.

113,200

4,358,200

Hasbro, Inc.

66,804

1,006,235

Mattel, Inc.

157,176

2,072,759

8,001,975

Lodging & Gaming - 0.1%

Harrah's Entertainment, Inc. (a)

39,500

827,031

Shares

Value (Note 1)

Hilton Hotels Corp.

137,800

$ 1,291,875

Marriott International, Inc. Class A

92,900

3,350,206

5,469,112

Publishing - 0.5%

American Greetings Corp. Class A

26,200

497,800

Dow Jones & Co., Inc.

29,700

2,175,525

Gannett Co., Inc.

99,600

5,957,325

Harcourt General, Inc.

22,400

1,218,000

Knight-Ridder, Inc.

32,300

1,717,956

McGraw-Hill Companies, Inc.

74,100

4,001,400

Meredith Corp.

19,200

648,000

The New York Times Co. Class A

65,300

2,579,350

Tribune Co.

116,747

4,086,145

22,881,501

Restaurants - 0.5%

Darden Restaurants, Inc.

50,600

822,250

McDonald's Corp.

499,300

16,445,694

Starbucks Corp. (a)

68,500

2,615,844

Tricon Global Restaurants, Inc. (a)

58,910

1,664,208

Wendy's International, Inc.

46,000

819,375

22,367,371

TOTAL MEDIA & LEISURE

207,923,664

NONDURABLES - 5.4%

Beverages - 1.7%

Adolph Coors Co. Class B

13,200

798,600

Anheuser-Busch Companies, Inc.

168,800

12,607,250

Brown-Forman Corp. Class B (non-vtg.)

22,700

1,220,125

Coca-Cola Enterprises, Inc.

159,300

2,598,581

Seagram Co. Ltd.

165,400

9,719,554

The Coca-Cola Co.

923,900

53,066,506

80,010,616

Foods - 1.7%

Archer-Daniels-Midland Co.

224,928

2,207,106

Bestfoods

105,300

7,292,025

Campbell Soup Co.

159,900

4,657,088

ConAgra, Inc.

183,100

3,490,344

General Mills, Inc.

113,800

4,352,850

H.J. Heinz Co.

133,850

5,855,938

Hershey Foods Corp.

50,700

2,458,950

Kellogg Co.

150,400

4,474,400

Nabisco Group Holdings Corp.

126,500

3,281,094

PepsiCo, Inc.

538,500

23,929,594

Quaker Oats Co.

50,800

3,816,350

Ralston Purina Co.

112,800

2,248,950

Sara Lee Corp.

330,900

6,390,506

Sysco Corp.

124,500

5,244,563

Wm. Wrigley Jr. Co.

43,900

3,520,231

83,219,989

Household Products - 1.5%

Avon Products, Inc.

90,500

4,027,250

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Household Products - continued

Clorox Co.

87,700

$ 3,930,056

Colgate-Palmolive Co.

217,700

13,034,788

Gillette Co.

390,100

13,629,119

International Flavors & Fragrances, Inc.

39,100

1,180,331

Procter & Gamble Co.

491,600

28,144,100

Unilever NV (NY Shares)

214,452

9,221,436

73,167,080

Tobacco - 0.5%

Philip Morris Companies, Inc.

854,500

22,697,656

UST, Inc.

63,900

938,531

23,636,187

TOTAL NONDURABLES

260,033,872

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

147,700

2,668,676

Homestake Mining Co.

92,200

633,875

Newmont Mining Corp.

63,065

1,363,781

Placer Dome, Inc.

122,500

1,150,118

5,816,450

RETAIL & WHOLESALE - 5.4%

Apparel Stores - 0.3%

Gap, Inc.

318,475

9,952,344

The Limited, Inc.

161,480

3,492,005

TJX Companies, Inc.

116,600

2,186,250

15,630,599

Drug Stores - 0.4%

CVS Corp.

146,700

5,868,000

Longs Drug Stores Corp.

14,100

306,675

Rite Aid Corp.

98,700

647,719

Walgreen Co.

376,400

12,115,375

18,937,769

General Merchandise Stores - 2.8%

Consolidated Stores Corp. (a)

39,700

476,400

Costco Wholesale Corp. (a)

167,078

5,513,574

Dillards, Inc. Class A

37,600

460,600

Dollar General Corp.

111,616

2,176,512

Federated Department Stores, Inc. (a)

76,400

2,578,500

JCPenney Co., Inc.

95,500

1,760,781

Kmart Corp. (a)

178,800

1,218,075

Kohls Corp. (a)

122,700

6,825,188

Nordstrom, Inc.

51,200

1,235,200

Sears, Roebuck & Co.

131,700

4,296,713

Target Corp.

164,300

9,529,400

The May Department Stores Co.

125,800

3,019,200

Wal-Mart Stores, Inc.

1,664,900

95,939,863

135,030,006

Shares

Value (Note 1)

Grocery Stores - 0.5%

Albertson's, Inc.

160,681

$ 5,342,643

Great Atlantic & Pacific Tea, Inc.

13,900

231,088

Kroger Co. (a)

314,900

6,947,481

Safeway, Inc. (a)

185,500

8,370,688

SUPERVALU, Inc.

47,600

907,375

Winn-Dixie Stores, Inc.

53,600

767,150

22,566,425

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

19,900

608,194

Bed Bath & Beyond, Inc. (a)

51,700

1,874,125

Best Buy Co., Inc. (a)

76,400

4,832,300

Circuit City Stores, Inc. - Circuit City Group

76,300

2,532,206

Home Depot, Inc.

860,450

42,968,722

Lowe's Companies, Inc.

143,100

5,876,044

Office Depot, Inc. (a)

124,000

775,000

RadioShack Corp.

71,700

3,396,788

Staples, Inc. (a)

176,150

2,708,306

Tiffany & Co., Inc.

22,500

1,518,750

Toys 'R' Us, Inc. (a)

90,500

1,317,906

68,408,341

TOTAL RETAIL & WHOLESALE

260,573,140

SERVICES - 0.6%

Advertising - 0.3%

Interpublic Group of Companies, Inc.

104,900

4,510,700

Omnicom Group, Inc.

66,300

5,904,844

Young & Rubicam, Inc.

26,000

1,486,875

11,902,419

Leasing & Rental - 0.0%

Ryder System, Inc.

28,700

543,506

Printing - 0.0%

Deluxe Corp.

28,900

680,956

R.R. Donnelley & Sons Co.

49,100

1,107,819

1,788,775

Services - 0.3%

Cendant Corp. (a)

260,441

3,646,174

Convergys Corp. (a)

57,700

2,993,188

Dun & Bradstreet Corp.

60,100

1,720,363

Ecolab, Inc.

48,600

1,898,438

H&R Block, Inc.

38,000

1,230,250

National Service Industries, Inc.

15,200

296,400

11,784,813

TOTAL SERVICES

26,019,513

TECHNOLOGY - 32.4%

Communications Equipment - 7.9%

3Com Corp.

129,500

7,462,438

ADC Telecommunications, Inc. (a)

113,000

9,477,875

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Andrew Corp. (a)

33,212

$ 1,114,678

Cabletron Systems, Inc. (a)

67,900

1,714,475

Cisco Systems, Inc. (a)

2,593,900

164,874,769

Comverse Technology, Inc. (a)

54,900

5,105,700

Corning, Inc.

104,600

28,228,925

Lucent Technologies, Inc.

1,224,406

72,546,056

Nortel Networks Corp.

1,103,580

76,553,641

Tellabs, Inc. (a)

151,600

10,375,125

377,453,682

Computer Services & Software - 8.9%

Adobe Systems, Inc.

46,800

6,084,000

America Online, Inc. (a)

858,300

45,275,325

Autodesk, Inc.

22,700

787,406

Automatic Data Processing, Inc.

235,300

12,603,256

BMC Software, Inc. (a)

91,200

3,327,375

Ceridian Corp. (a)

52,400

1,260,875

Citrix Systems, Inc. (a)

67,500

1,278,281

Computer Associates International, Inc.

213,312

10,918,908

Computer Sciences Corp. (a)

62,600

4,675,438

Compuware Corp. (a)

134,700

1,397,513

Electronic Data Systems Corp.

175,900

7,255,875

Equifax, Inc.

52,200

1,370,250

First Data Corp.

156,600

7,771,275

IMS Health, Inc.

115,100

2,071,800

Mercury Interactive Corp. (a)

26,200

2,534,850

Microsoft Corp. (a)

1,961,200

156,896,000

NCR Corp. (a)

36,300

1,413,431

Novell, Inc. (a)

124,300

1,149,775

Oracle Corp. (a)

1,064,550

89,488,734

Parametric Technology Corp. (a)

101,300

1,114,300

Paychex, Inc.

138,525

5,818,050

PeopleSoft, Inc. (a)

101,000

1,691,750

Sabre Holdings Corp. Class A

52,664

1,500,924

Sapient Corp. (a)

21,400

2,288,463

Shared Medical Systems Corp.

9,500

692,906

Siebel Systems, Inc. (a)

76,200

12,463,463

Unisys Corp. (a)

116,600

1,697,988

VERITAS Software Corp. (a)

148,600

16,794,122

Yahoo!, Inc. (a)

201,500

24,960,813

426,583,146

Computers & Office Equipment - 7.1%

Adaptec, Inc. (a)

38,500

875,875

Apple Computer, Inc. (a)

128,000

6,704,000

Compaq Computer Corp.

647,762

16,558,416

Dell Computer Corp. (a)

956,200

47,152,613

EMC Corp. (a)

810,750

62,377,078

Gateway, Inc. (a)

119,100

6,758,925

Hewlett-Packard Co.

373,700

46,665,788

International Business Machines Corp.

662,500

72,585,156

Shares

Value (Note 1)

Lexmark International Group, Inc.
Class A (a)

48,100

$ 3,234,725

Network Appliance, Inc. (a)

116,300

9,362,150

Pitney Bowes, Inc.

99,800

3,992,000

Seagate Technology, Inc. (a)

78,400

4,312,000

Sun Microsystems, Inc. (a)

596,700

54,262,406

Xerox Corp.

250,000

5,187,500

340,028,632

Electronic Instruments - 1.2%

Agilent Technologies, Inc.

169,020

12,465,225

Applied Materials, Inc. (a)

297,800

26,988,125

KLA-Tencor Corp. (a)

68,000

3,982,250

Novellus Systems, Inc. (a)

43,001

2,432,244

PE Corp. - Biosystems Group

78,000

5,138,250

PerkinElmer, Inc.

18,400

1,216,700

Tektronix, Inc.

17,050

1,261,700

Teradyne, Inc. (a)

64,900

4,770,150

Thermo Electron Corp. (a)

57,200

1,204,775

59,459,419

Electronics - 7.2%

Advanced Micro Devices, Inc. (a)

60,200

4,650,450

Altera Corp. (a)

76,200

7,767,638

Analog Devices, Inc. (a)

131,200

9,971,200

Broadcom Corp. Class A (a)

79,300

17,361,744

Conexant Systems, Inc. (a)

81,900

3,982,388

Intel Corp.

1,252,400

167,430,225

Linear Technology Corp.

116,400

7,442,325

LSI Logic Corp. (a)

111,900

6,056,588

Maxim Integrated Products, Inc. (a)

103,800

7,051,913

Micron Technology, Inc. (a)

210,800

18,563,575

Molex, Inc.

73,700

3,546,813

Motorola, Inc.

796,515

23,148,717

National Semiconductor Corp. (a)

64,500

3,660,375

Sanmina Corp. (a)

48,200

4,121,100

Solectron Corp. (a)

222,400

9,313,000

Texas Instruments, Inc.

616,700

42,359,581

Xilinx, Inc. (a)

120,000

9,907,500

346,335,132

Photographic Equipment - 0.1%

Eastman Kodak Co.

118,000

7,021,000

Polaroid Corp.

16,700

301,644

7,322,644

TOTAL TECHNOLOGY

1,557,182,655

TRANSPORTATION - 0.6%

Air Transportation - 0.2%

AMR Corp.

55,300

1,461,994

Delta Air Lines, Inc.

48,200

2,437,113

Southwest Airlines Co.

183,575

3,476,452

US Airways Group, Inc. (a)

26,700

1,041,300

8,416,859

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

160,054

$ 3,671,239

CSX Corp.

81,638

1,729,705

Kansas City Southern Industries, Inc.

39,800

3,529,763

Norfolk Southern Corp.

138,500

2,060,188

Union Pacific Corp.

92,900

3,454,719

14,445,614

Trucking & Freight - 0.1%

FedEx Corp. (a)

109,140

4,147,320

TOTAL TRANSPORTATION

27,009,793

UTILITIES - 9.1%

Cellular - 1.3%

ALLTEL Corp.

117,300

7,265,269

Nextel Communications, Inc. Class A (a)

283,000

17,316,063

QUALCOMM, Inc. (a)

279,800

16,788,000

Sprint Corp. - PCS Group Series 1 (a)

341,400

20,313,300

61,682,632

Electric Utility - 1.6%

AES Corp. (a)

154,400

7,044,500

Ameren Corp.

46,700

1,576,125

American Electric Power Co., Inc.

121,837

3,609,421

Cinergy Corp.

53,613

1,363,781

CMS Energy Corp.

42,800

946,950

Consolidated Edison, Inc.

84,900

2,515,163

Constellation Energy Corp.

51,200

1,667,200

CP&L Energy, Inc.

50,400

1,609,650

Dominion Resources, Inc.

89,557

3,839,756

DTE Energy Co.

57,100

1,745,119

Duke Energy Corp.

140,707

7,932,357

Edison International

124,200

2,546,100

Entergy Corp.

86,000

2,338,125

FirstEnergy Corp.

78,900

1,844,288

Florida Progress Corp.

37,100

1,739,063

FPL Group, Inc.

67,700

3,351,150

GPU, Inc.

40,900

1,106,856

New Century Energies, Inc.

37,800

1,134,000

Niagara Mohawk Holdings, Inc. (a)

67,500

940,781

Northern States Power Co.

46,900

946,794

PECO Energy Co.

63,400

2,555,813

PG&E Corp.

144,000

3,546,000

Pinnacle West Capital Corp.

32,400

1,097,550

PPL Corp.

50,640

1,110,915

Public Service Enterprise Group, Inc.

81,300

2,815,013

Reliant Energy, Inc.

102,322

3,024,894

Southern Co.

242,400

5,650,950

Shares

Value (Note 1)

TXU Corp.

98,500

$ 2,905,750

Unicom Corp.

66,400

2,568,850

75,072,914

Gas - 0.7%

Columbia Energy Group

30,400

1,995,000

Eastern Enterprises Co.

10,100

636,300

El Paso Energy Corp.

85,300

4,344,969

Enron Corp.

278,100

17,937,450

NICOR, Inc.

17,600

574,200

ONEOK, Inc.

11,506

298,437

Peoples Energy Corp.

13,300

430,588

Sempra Energy

75,141

1,277,397

Williams Companies, Inc.

162,400

6,770,050

34,264,391

Telephone Services - 5.5%

AT&T Corp.

1,175,405

37,172,183

Bell Atlantic Corp.

577,578

29,348,182

BellSouth Corp.

704,500

30,029,313

CenturyTel, Inc.

52,300

1,503,625

Global Crossing Ltd. (a)

318,725

8,386,452

GTE Corp.

359,800

22,397,550

Qwest Communications International, Inc. (a)

9,947

494,242

SBC Communications, Inc.

1,275,870

55,181,378

Sprint Corp. - FON Group

326,600

16,656,600

U.S. WEST, Inc.

189,492

16,248,939

WorldCom, Inc. (a)

1,074,655

49,299,798

266,718,262

TOTAL UTILITIES

437,738,199

TOTAL COMMON STOCKS

(Cost $2,899,268,000)

4,695,932,543

U.S. Treasury Obligations - 2.4%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.68%
to 6.25% 7/6/00 to 10/19/00 (b)
(Cost $114,604,574)

-

$ 116,450,000

114,682,780

Cash Equivalents - 0.8%

Shares

Bankers Trust Institutional Daily
Asset Fund, 6.66% (c)
(Cost $39,754,793)

39,754,793

39,754,793

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $3,053,627,367)

4,850,370,116

NET OTHER ASSETS - (1.0)%

(46,355,055)

NET ASSETS - 100%

$ 4,804,015,061

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/Loss

Purchased

274 S&P 500 Stock Index Contracts

Sept. 2000

$ 100,564,851

$ (654,705)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,127,769.

(c) The rate quoted is the annualized daily yield of the fund at
period end.

Other Information

Purchases of securities, other than short-term securities aggregated $222,776,885. Sales of securities, other than short-term securities, aggregated $923,876,945, of which $766,371,542 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $35,507,297 on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $600,789,704 and $561,095,562, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Bankers Trust Company. The commissions paid to these affiliated firms were $0 and $19,320, respectively, for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $38,752,243. The fund received
cash collateral of $39,754,793 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income
tax purposes was $3,058,068,454. Net unrealized appreciation
aggregated $1,792,301,662, of which $2,059,068,748 related to appreciated investment securities and $266,767,086 related to
depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $3,053,627,367) -
See accompanying schedule

$ 4,850,370,116

Cash

810,569

Receivable for investments sold

1,449,070

Receivable for fund shares sold

13,222,207

Dividends receivable

3,661,604

Interest receivable

4,847

Receivable for daily variation on futures contracts

802,951

Total assets

4,870,321,364

Liabilities

Payable for investments purchased

$ 21,169,951

Payable for fund shares redeemed

4,225,085

Accrued management fee

799,398

Other payables and
accrued expenses

357,076

Collateral on securities loaned,
at value

39,754,793

Total liabilities

66,306,303

Net Assets

$ 4,804,015,061

Net Assets consist of:

Paid in capital

$ 2,966,769,627

Undistributed net investment income

23,406,752

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

17,750,423

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,796,088,259

Net Assets

$ 4,804,015,061

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,803,913,226
÷ 29,306,593
shares)

$163.92

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($101,835
÷ 622 shares)

$163.72

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 27,728,094

Interest

2,374,504

Security lending

273,278

Total income

30,375,876

Expenses

Management fee

$ 6,002,485

Transfer agent fees

1,638,175

Distribution fees

116

Accounting fees

331,008

Non-interested trustees' compensation

8,015

Registration fees

59,131

Audit

33,825

Legal

17,261

Miscellaneous

37,818

Total expenses before reductions

8,127,834

Expense reductions

(1,159,409)

6,968,425

Net investment income

23,407,451

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

30,967,239

Foreign currency transactions

53

Futures contracts

(7,060,446)

23,906,846

Change in net unrealized appreciation (depreciation) on:

Investment securities

(91,497,383)

Assets and liabilities in
foreign currencies

215

Futures contracts

(1,826,245)

(93,323,413)

Net gain (loss)

(69,416,567)

Net increase (decrease) in net assets resulting from operations

$ (46,009,116)

Other Information

Expense reductions
FMR reimbursement:

Initial Class

$ 1,138,105

Service Class 2

22

Custodian credits

21,282

$ 1,159,409

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 23,407,451

$ 51,674,088

Net realized gain (loss)

23,906,846

9,155,111

Change in net unrealized appreciation (depreciation)

(93,323,413)

832,662,055

Net increase (decrease) in net assets resulting from operations

(46,009,116)

893,491,254

Distributions to shareholders
From net investment income

(51,736,686)

(39,106,912)

From net realized gain

(22,615,438)

(26,536,833)

Total distributions

(74,352,124)

(65,643,745)

Share transactions - net increase (decrease)

(614,358,389)

938,819,660

Total increase (decrease) in net assets

(734,719,629)

1,766,667,169

Net Assets

Beginning of period

5,538,734,690

3,772,067,521

End of period (including undistributed net investment income of $23,406,752 and $51,598,237, respectively)

$ 4,804,015,061

$ 5,538,734,690

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,611,791

$ 746,908,804

12,455,112

$ 1,868,929,324

Reinvested

477,249

74,350,653

468,884

65,643,745

Redeemed

(8,866,876)

(1,435,720,785)

(6,545,615)

(995,753,409)

Net increase (decrease)

(3,777,836)

$ (614,461,328)

6,378,381

$ 938,819,660

Service Class 2 A
Sold

612

$ 101,469

-

$ -

Reinvested

10

1,470

-

-

Redeemed

-

-

-

-

Net increase (decrease)

622

$ 102,939

-

$ -

Distributions
From net investment income
Initial Class

$ 51,735,663

$ 39,106,912

Service Class 2 A

1,023

-

Total

$ 51,736,686

$ 39,106,912

From net realized gain
Initial Class

$ 22,614,991

$ 26,536,833

Service Class 2 A

447

-

Total

$ 22,615,438

$ 26,536,833

$ 74,352,124

$ 65,643,745

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

$ 56.22

Income from Investment Operations

Net investment income

.76 D

1.64 D

1.65 D

1.80 D

1.04

.85

Net realized and unrealized gain (loss)

(1.85)

26.88

29.70

26.67

15.55

19.72

Total from investment operations

(1.09)

28.52

31.35

28.47

16.59

20.57

Less Distributions

From net investment income

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

(.95)

From net realized gain

(.73)

(.95)

(3.15)

(2.09)

(2.34)

(.11)

In excess of net realized gain

-

-

-

-

-

(.02)

Total distributions

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

(1.08)

Net asset value, end of period

$ 163.92

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Total Return B, C

(0.58)%

20.52%

28.31%

32.83%

22.71%

37.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,803,913

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

$ 245,700

Ratio of expenses to average net assets

.28% A, F

.28% F

.28% F

.28% F

.28% F

.28% F

Ratio of net investment income to average net assets

.94% A

1.09%

1.33%

1.74%

2.26%

2.70%

Portfolio turnover

9% A

8%

4%

9%

14%

16%

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 163.25

Income from Investment Operations

Net investment income D

.52

Net realized and unrealized gain (loss)

2.35 G

Total from investment operations

2.87

Less Distributions

From net investment income

(1.67)

From net realized gain

(.73)

Total distributions

(2.40)

Net asset value, end of period

$ 163.72

Total Return B, C

1.83%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 102

Ratio of expenses to average net assets

.53% A, F

Ratio of net investment income to average net assets

.69% A

Portfolio turnover

9% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Initial Class

-1.03%

17.93%

S&P 500 ®

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,814 - a 78.14% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $20,310 - a 103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six- and 12-month periods that ended June 30, 2000, the fund's returns fell short of the -0.42% and 7.25% returns recorded by the Standard & Poor's 500 Index, respectively.

Q. Why did the fund underperform the index during the past six months?

A. At the beginning of the period, one of the primary difficulties was an underweighting in the technology sector. This time period witnessed a speculative bubble in technology shares that finally burst in the spring of 2000, flattening many formerly high-flying technology stocks that had little or no earnings. The fund's emphasis on growth at a reasonable price prevented it from owning many of the best-performing stocks during this period. An overweighting in the finance sector, which faced a stiff headwind in the form of sharply higher interest rates, also undermined performance. Stock selection in the finance sector hurt as well, as a number of the fund's finance holdings detracted significantly from performance.

Q. The Federal Reserve Board raised short-term interest rates three times during the period. Why did you continue to overweight finance stocks, which tend to do poorly when rates rise?

A. Most of the overweighting was accounted for by two mortgage loan providers: Fannie Mae and Freddie Mac. These government-sponsored enterprises (GSEs) tend to be less sensitive to rising interest rates than banks, which I underweighted. Although the share prices of these two holdings did poorly during the period, they did not accurately reflect the earnings outlook, which remained excellent. Unfortunately, the herd instinct took over, and investors appeared to lump Fannie and Freddie with the rate-sensitive segments of the finance sector. Since the spring correction, however, investors have seemed more willing to evaluate stocks on the basis of earnings and other fundamental factors - a potentially positive development for these two stocks.

Q. What stocks did well for the fund?

A. Intel was one of the better performers. The stock firmed because of a shortage of microprocessors and expectations of improving personal computer demand in the second half of 2000. Intel also manufactures memory components for the cellular phone market, which experienced robust growth during the period. Another technology standout, Cisco Systems, has a significant share of the market for the routers used to expand the Internet. Drug giant Eli Lilly also per-
formed well. The company had a very successful test of Zovant, a new drug for treating sepsis, or blood poisoning. In addition, Lilly benefited from greater investor interest in drug stocks, which are thought to offer relatively stable earnings streams in a slowing economy.

Q. What stocks were disappointing?

A. The biggest detractor, Microsoft, received an unfavorable ruling in the federal government's antitrust suit against the company. The ruling may, despite the company's appeals, result in splitting Microsoft into two separate companies. In the consumer nondurables sector, Procter & Gamble fell sharply following a warning from the company that its earnings would fall short of analysts' estimates due, in part, to higher raw materials prices. Freddie Mac and Fannie Mae also made the list of stocks that detracted most from performance. This is a case where I felt that investors missed the boat - for the reasons I gave previously. Because of my strong conviction about these stocks, I used weakness in their prices as an opportunity to add to the fund's positions in them.

Q. What's your outlook, Louis?

A. Higher interest rates have begun to slow the economy, and I believe that more slowing can be expected over the next six to 12 months, as the Federal Reserve Board's series of interest-rate hikes percolates through the economy. While a slowing economy should alleviate concerns about inflation, it might also create a lot more earnings risk. With valuations relatively high, we probably will continue to see stocks punished severely when a company fails to meet earnings estimates. Investing in stocks with attractive growth prospects at reasonable prices is the fund's overall strategy, but finding companies that can deliver stable earnings growth under a variety of economic conditions also will be important in the period just ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; manager, Fidelity Growth & Income II, since 1998; various Fidelity Select Portfolios, 1992-1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co.

181,300

$ 7,580,606

BASIC INDUSTRIES - 0.4%

Packaging & Containers - 0.4%

Ball Corp.

165,401

5,323,845

CONSTRUCTION & REAL ESTATE - 1.2%

Real Estate Investment Trusts - 1.2%

Equity Office Properties Trust

263,600

7,265,475

Equity Residential Properties Trust (SBI)

159,000

7,314,000

14,579,475

DURABLES - 1.8%

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

118,700

9,792,750

Consumer Electronics - 1.0%

General Motors Corp. Class H (a)

139,800

12,267,450

TOTAL DURABLES

22,060,200

ENERGY - 6.1%

Energy Services - 0.8%

Schlumberger Ltd. (NY Shares)

123,700

9,231,113

Oil & Gas - 5.3%

BP Amoco PLC sponsored ADR

232,262

13,137,319

Exxon Mobil Corp.

661,528

51,929,948

65,067,267

TOTAL ENERGY

74,298,380

FINANCE - 18.2%

Banks - 4.2%

Bank of New York Co., Inc.

536,700

24,956,550

Mellon Financial Corp.

316,900

11,547,044

Wachovia Corp.

271,200

14,712,600

51,216,194

Credit & Other Finance - 3.7%

American Express Co.

298,600

15,564,525

Associates First Capital Corp. Class A

1,363,000

30,411,938

45,976,463

Federal Sponsored Credit - 7.3%

Fannie Mae

918,200

47,918,563

Freddie Mac

1,021,132

41,355,846

89,274,409

Insurance - 0.9%

American International Group, Inc.

76,537

8,993,098

PMI Group, Inc.

47,800

2,270,500

11,263,598

Securities Industry - 2.1%

Charles Schwab Corp.

218,150

7,335,294

Shares

Value (Note 1)

Merrill Lynch & Co., Inc.

68,200

$ 7,843,000

Morgan Stanley Dean Witter & Co.

127,200

10,589,400

25,767,694

TOTAL FINANCE

223,498,358

HEALTH - 7.0%

Drugs & Pharmaceuticals - 6.4%

Allergan, Inc.

90,600

6,749,700

Bristol-Myers Squibb Co.

447,100

26,043,575

Eli Lilly & Co.

385,400

38,491,825

Merck & Co., Inc.

91,100

6,980,538

78,265,638

Medical Equipment & Supplies - 0.6%

Baxter International, Inc.

109,500

7,699,219

TOTAL HEALTH

85,964,857

INDUSTRIAL MACHINERY & EQUIPMENT - 4.5%

Electrical Equipment - 2.6%

General Electric Co.

599,700

31,784,100

Industrial Machinery & Equipment - 1.9%

Caterpillar, Inc.

144,700

4,901,713

Ingersoll-Rand Co.

132,400

5,329,100

Tyco International Ltd.

266,720

12,635,860

22,866,673

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

54,650,773

MEDIA & LEISURE - 5.8%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

230,500

9,335,250

EchoStar Communications Corp.
Class A (a)

327,800

10,853,253

Infinity Broadcasting Corp. Class A (a)

408,825

14,896,561

Pegasus Communications Corp. (a)

282,900

13,879,781

48,964,845

Entertainment - 0.7%

Walt Disney Co.

217,800

8,453,363

Publishing - 1.1%

McGraw-Hill Companies, Inc.

256,500

13,851,000

TOTAL MEDIA & LEISURE

71,269,208

NONDURABLES - 3.4%

Foods - 1.1%

Bestfoods

166,700

11,543,975

Nabisco Holdings Corp. Class A

43,800

2,299,500

13,843,475

Household Products - 0.2%

Procter & Gamble Co.

40,300

2,307,175

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Tobacco - 2.1%

Philip Morris Companies, Inc.

941,760

$ 25,015,500

TOTAL NONDURABLES

41,166,150

RETAIL & WHOLESALE - 5.6%

Drug Stores - 0.9%

Walgreen Co.

322,500

10,380,469

General Merchandise Stores - 2.5%

Wal-Mart Stores, Inc.

539,800

31,105,975

Retail & Wholesale, Miscellaneous - 2.2%

Bed Bath & Beyond, Inc. (a)

233,900

8,478,875

Home Depot, Inc.

374,000

18,676,625

27,155,500

TOTAL RETAIL & WHOLESALE

68,641,944

SERVICES - 0.3%

Advertising - 0.3%

Omnicom Group, Inc.

35,100

3,126,094

TECHNOLOGY - 23.2%

Communications Equipment - 6.5%

Cisco Systems, Inc. (a)

715,300

45,466,256

Lucent Technologies, Inc.

72,000

4,266,000

Nokia AB sponsored ADR

260,700

13,018,706

Nortel Networks Corp.

246,000

17,064,640

79,815,602

Computer Services & Software - 6.8%

Adobe Systems, Inc.

53,400

6,942,000

IMS Health, Inc.

595,000

10,710,000

Intuit, Inc. (a)

99,800

4,129,225

Microsoft Corp. (a)

659,100

52,727,994

VERITAS Software Corp. (a)

73,800

8,340,553

82,849,772

Computers & Office Equipment - 3.9%

Compaq Computer Corp.

630,900

16,127,381

EMC Corp. (a)

249,300

19,180,519

Pitney Bowes, Inc.

301,400

12,056,000

47,363,900

Electronics - 6.0%

Intel Corp.

345,500

46,189,031

LSI Logic Corp. (a)

90,600

4,903,725

Micron Technology, Inc. (a)

81,400

7,168,288

Texas Instruments, Inc.

226,200

15,537,113

73,798,157

TOTAL TECHNOLOGY

283,827,431

Shares

Value (Note 1)

UTILITIES - 10.0%

Cellular - 3.6%

Nextel Communications, Inc.
Class A (a)

374,500

$ 22,914,719

Vodafone AirTouch PLC sponsored ADR

524,900

21,750,544

44,665,263

Electric Utility - 0.5%

IPALCO Enterprises, Inc.

302,800

6,093,850

Telephone Services - 5.9%

Allegiance Telecom, Inc. (a)

119,400

7,641,600

AT&T Corp.

235,450

7,446,106

BellSouth Corp.

248,200

10,579,525

NEXTLINK Communications, Inc.
Class A

203,800

7,731,663

Qwest Communications
International, Inc. (a)

137,700

6,841,969

SBC Communications, Inc.

728,530

31,508,923

WorldCom, Inc. (a)

1

23

71,749,809

TOTAL UTILITIES

122,508,922

TOTAL COMMON STOCKS

(Cost $974,550,110)

1,078,496,243

U.S. Treasury Obligations - 0.1%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.57% 8/17/00 (c)
(Cost $1,488,940)

$ 1,500,000

1,489,463

Cash Equivalents - 11.9%

Shares

Central Cash Collateral Fund, 6.71% (b)

5,919,200

5,919,200

Taxable Central Cash Fund, 6.59% (b)

140,027,095

140,027,095

TOTAL CASH EQUIVALENTS

(Cost $145,946,295)

145,946,295

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,121,985,345)

1,225,932,001

NET OTHER ASSETS - (0.1)%

(717,905)

NET ASSETS - 100%

$ 1,225,214,096

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

70 S&P 500 Stock Index Contracts

Sept. 2000

$ 25,691,750

$ (194,795)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,489,463.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $339,324,728 and $468,732,226, respectively.

The market value of futures contracts opened and closed during the period amounted to $73,545,687 and $48,716,990, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,856 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,002,310. The fund received cash collateral of $5,919,200 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,123,779,759. Net unrealized appreciation aggregated $102,152,242, of which $210,748,476 related to appreciated investment securities and $108,596,234 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $1,121,985,345) -
See accompanying schedule

$ 1,225,932,001

Receivable for investments sold

9,778,991

Receivable for fund shares sold

972,216

Dividends receivable

979,605

Interest receivable

739,383

Receivable for daily variation
on futures contracts

176,750

Other receivables

15,747

Total assets

1,238,594,693

Liabilities

Payable for investments purchased

$ 5,986,196

Payable for fund shares redeemed

898,008

Accrued management fee

485,655

Distribution fees payable

13,646

Other payables and
accrued expenses

77,892

Collateral on securities loaned,
at value

5,919,200

Total liabilities

13,380,597

Net Assets

$ 1,225,214,096

Net Assets consist of:

Paid in capital

$ 1,061,452,605

Undistributed net investment income

6,495,495

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

53,514,137

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

103,751,859

Net Assets

$ 1,225,214,096

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,057,884,369
÷
68,340,631 shares)

$15.48

Service Class:
Net Asset Value, offering price
and redemption price per share
($165,011,887
÷
10,707,166 shares)

$15.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,317,840
÷ 150,497 shares)

$15.40

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 6,835,962

Interest

2,943,179

Security lending

86,077

Total income

9,865,218

Expenses

Management fee

$ 2,904,405

Transfer agent fees

394,900

Distribution fees

64,785

Accounting and security lending fees

148,951

Non-interested trustees' compensation

1,956

Custodian fees and expenses

12,206

Audit

12,783

Legal

5,249

Reports to shareholders

4,672

Miscellaneous

303

Total expenses before reductions

3,550,210

Expense reductions

(82,248)

3,467,962

Net investment income

6,397,256

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

54,093,706

Foreign currency transactions

8,989

Futures contracts

1,057,848

55,160,543

Change in net unrealized appreciation (depreciation) on:

Investment securities

(94,278,054)

Assets and liabilities in
foreign currencies

(2)

Futures contracts

(194,795)

(94,472,851)

Net gain (loss)

(39,312,308)

Net increase (decrease) in net assets resulting from operations

$ (32,915,052)

Other Information

Expense reductions
Directed brokerage arrangements

$ 81,894

Custodian credits

354

$ 82,248

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,397,256

$ 14,349,137

Net realized gain (loss)

55,160,543

94,527,839

Change in net unrealized appreciation (depreciation)

(94,472,851)

5,576,047

Net increase (decrease) in net assets resulting from operations

(32,915,052)

114,453,023

Distributions to shareholders
From net investment income

(14,244,194)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,301)

(22,391,118)

Share transactions - net increase (decrease)

10,338,716

102,753,346

Total increase (decrease) in net assets

(129,782,637)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $6,495,495 and $14,353,340, respectively)

$ 1,225,214,096

$ 1,354,996,733

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,848,084

$ 75,165,202

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(15,652,464)

(244,802,304)

(15,445,916)

(257,900,936)

Net increase (decrease)

(4,455,829)

$ (71,678,956)

2,104,330

$ 29,664,983

Service Class
Sold

4,709,059

$ 72,777,536

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(148,738)

(2,281,362)

(55,277)

(910,981)

Net increase (decrease)

5,161,473

$ 79,735,887

4,405,208

$ 73,088,363

Service Class 2 A
Sold

149,950

$ 2,273,384

-

$ -

Reinvested

550

8,442

-

-

Redeemed

(3)

(41)

-

-

Net increase (decrease)

150,497

$ 2,281,785

-

$ -

Distributions
From net investment income

Initial Class

$ 13,015,418

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,194

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,301

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996 H

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.08 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.47)

1.27

3.54

2.84

(.10)

Total from investment operations

(.39)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.48

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(2.23)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,057,884

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.57% A

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.56% A, G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.06% A

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover

60% A

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.07

.16

.15

.03

Net realized and unrealized gain (loss)

(.47)

1.27

3.50

.49

Total from investment operations

(.40)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.41

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(2.30)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 165,012

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.67% A

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.66% A, G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

.96% A

.98%

1.05%

1.24% A

Portfolio turnover

60% A

58%

66%

81%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
F

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.05

Net realized and unrealized gain (loss)

(.16)

Total from investment operations

(.11)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.40

Total Return B, C

(0.63)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,318

Ratio of expenses to average net assets

.81% A

Ratio of expenses to average net assets after expense reductions

.80% A, E

Ratio of net investment income to average net assets

.82% A

Portfolio turnover

60% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,094,741,303.86

94.882

Against

8,150,336.78

0.707

Abstain

50,895,725.39

4.411

TOTAL

1,153,787,366.03

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,065,660,945.04

92.362

Against

14,930,318.61

1.294

Abstain

73,196,102.38

6.344

TOTAL

1,153,787,366.03

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,052,012,765.56

91.179

Against

14,716,021.72

1.276

Abstain

87,058,578.75

7.545

TOTAL

1,153,787,366.03

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,047,279,358.30

90.769

Against

18,168,639.12

1.575

Abstain

88,339,368.61

7.656

TOTAL

1,153,787,366.03

100.000

PROPOSAL 7

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,045,547,591.12

90.619

Against

27,126,923.06

2.351

Abstain

81,112,851.85

7.030

TOTAL

1,153,787,366.03

100.000

PROPOSAL 8

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,041,821,757.51

90.296

Against

27,809,789.09

2.410

Abstain

84,155,819.43

7.294

TOTAL

1,153,787,366.03

100.000

PROPOSAL 9

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,042,706,287.48

90.372

Against

26,973,368.78

2.338

Abstain

84,107,709.77

7.290

TOTAL

1,153,787,366.03

100.000

* Denotes trust-wide proposals and voting results.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Initial Class

-8.20%

14.29%

14.68%

Russell 3000® Value

-8.38%

17.20%

15.03%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Initial Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $39,340 - a 293.40% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $40,554 - a 305.54% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.8

Citigroup, Inc.

3.6

Exxon Mobil Corp.

3.4

BP Amoco PLC sponsored ADR

2.6

Viacom, Inc. Class B (non-vtg.)

2.4

15.8

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Finance

24.2

Energy

15.9

Utilities

10.3

Health

7.8

Industrial Machinery & Equipment

7.6

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 96.5%

Bonds 2.1%

Short-Term Investments
and Net Other Assets 1.4%



* Foreign investments 9.7%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Steve Petersen,
Portfolio Manager of
Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2000, the fund outperformed the Russell 3000 Value Index, which returned -3.56%. The fund also outperformed the Russell index's 12-month return of -8.38% for the one-year period ending June 30, 2000.

Q. What helped the fund outperform its benchmark?

A. The most important aspect of the fund's performance relative to the index was the huge swing in technology stock prices and the impact it had. From the beginning of the year through mid-March, technology stocks led the market. That came to an end as the NASDAQ plummeted and was still struggling to recover at the end of the period. The Russell 3000 Value Index, which focuses on companies with value characteristics, closely reflects the fund's investment strategy. However, with a lower weighting in technology stocks than the Russell index, the fund was not as exposed to these wild swings. Consequently, the underweighting in technology stocks helped the fund's relative performance.

Q. How did financial stocks - the fund's largest sector weighting - do?

A. Their performance was mixed. Although fund holding American Express' fundamentals were good, the company, which focuses on high-end travel and entertainment spending, was hurt by the perception of a slowing economy, and its high valuation added to concern about a possible decline in its earnings momentum. Fannie Mae continued to be plagued by Congress' current debate about whether the U.S. government should continue to implicitly guarantee its debt. Fannie Mae also was hurt by higher interest rates. On the positive side, financial companies that earned a higher percentage of their revenues from transactions or asset management businesses did well during the period. Fund holding Citigroup benefited from subsidiary Salomon Smith Barney's strong revenues, and Bank of New York's growing revenues from its successful custody business helped its performance.

Q. Pharmaceutical stocks appeared to come back from their slump last year . . .

A. Yes, they were disappointments last year. The U.S. government had considered providing coverage to Medicare patients for prescription drugs, potentially cutting drug companies' profits. This year, however, an evolving perception of a slowing economy helped pharmaceutical stocks, which are considered to be defensive, to come back strongly. As a result, the fund's pharmaceutical holdings performed very well. Eli Lilly was one example of a strong pharmaceutical stock. The company's performance was boosted by its development of a drug to treat sepsis, an often fatal condition resulting from severe infections. This drug could be a possible source of significant revenues for the company. The company's stock soared following the reports of promising clinical test results. Schering-Plough was another beneficiary of the general recovery in pharmaceutical stock prices.

Q. Which stocks were disappointments?

A. Along with many other companies, AT&T was hurt by announcements that its earnings growth would be lower than expected. Its core business - consumer long-distance telephone service - has been rather flat over the past few years. Prices have declined while competition has increased. Honeywell's expectations for earnings growth also slipped. This multi-industry company saw a softening in a couple of its business lines, and its performance slumped. SBC Communications, a telephone company specializing in local service, also announced slower-than-expected earnings growth, and its stock performance suffered.

Q. What's your near-term outlook, Steve?

A. The big question is how much the economy will slow. If it strengthens once again, showing the last couple of months to be an anomaly, it would cause more worry about increasingly drastic steps the Federal Reserve Board could take - such as increasing interest rates significantly - to slow the economy, potentially causing a recession. On the other hand, if the Fed's tightening moves have been sufficient to slow the economy and reduce expectations for growth, perhaps even causing a bit of a correction in technology stocks, the market would probably perceive that as a very positive scenario. No matter what scenario evolves, I will continue to invest in what I believe to be the cheapest part of the market. I'm focusing on finding very solid companies, looking for good value and strong dividend yields. Although this area could remain out of favor for some time, there are still some terrific opportunities in this universe, and I'll continue to search for them.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2000, more than $9.9 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.5%

Aerospace & Defense - 3.2%

Boeing Co.

1,678,000

$ 70,161,375

Honeywell International, Inc.

1,758,825

59,250,417

Rockwell International Corp.

592,100

18,651,150

Textron, Inc.

1,515,000

82,283,438

United Technologies Corp.

1,466,300

86,328,413

316,674,793

Ship Building & Repair - 0.3%

General Dynamics Corp.

505,700

26,422,825

TOTAL AEROSPACE & DEFENSE

343,097,618

BASIC INDUSTRIES - 4.7%

Chemicals & Plastics - 2.5%

Arch Chemicals, Inc.

292,600

6,400,625

Celanese AG

151,110

2,911,858

Crompton Corp.

1,090,651

13,360,475

Dow Chemical Co.

820,200

24,759,788

E.I. du Pont de Nemours and Co.

609,449

26,663,394

Engelhard Corp.

557,500

9,512,344

Great Lakes Chemical Corp.

1,060,100

33,393,150

Hercules Trust II unit

15,700

8,713,500

Hercules, Inc.

856,100

12,038,906

IMC Global, Inc.

1,626,800

21,148,400

M.A. Hanna Co.

979,200

8,812,800

Millennium Chemicals, Inc.

749,200

12,736,400

Olin Corp.

712,700

11,759,550

Praxair, Inc.

446,900

16,730,819

Rohm & Haas Co.

122,300

4,219,350

Solutia, Inc.

1,249,300

17,177,875

Union Carbide Corp.

376,200

18,621,900

248,961,134

Iron & Steel - 0.5%

Allegheny Technologies, Inc.

782,050

14,076,900

Dofasco, Inc.

749,800

12,332,070

Nucor Corp.

628,100

20,845,069

47,254,039

Metals & Mining - 0.9%

Alcoa, Inc.

2,308,216

66,938,264

Phelps Dodge Corp.

556,500

20,694,844

Ryerson Tull, Inc.

753,323

7,815,726

95,448,834

Packaging & Containers - 0.2%

Ball Corp.

387,075

12,458,977

Owens-Illinois, Inc. (a)

700,700

8,189,431

20,648,408

Paper & Forest Products - 0.6%

Bowater, Inc.

798,600

35,238,225

International Paper Co.

165,910

4,946,192

Shares

Value (Note 1)

Pentair, Inc.

236,600

$ 8,399,300

Smurfit-Stone Container Corp. (a)

755,400

9,725,775

58,309,492

TOTAL BASIC INDUSTRIES

470,621,907

CONSTRUCTION & REAL ESTATE - 1.4%

Building Materials - 0.4%

Fortune Brands, Inc.

805,700

18,581,456

Masco Corp.

1,265,800

22,863,513

41,444,969

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

109,600

3,760,650

Crescent Real Estate Equities Co.

810,400

16,613,200

Duke-Weeks Realty Corp.

434,622

9,724,667

Equity Office Properties Trust

524,500

14,456,531

Equity Residential Properties Trust (SBI)

649,500

29,877,000

Public Storage, Inc.

609,700

14,289,844

Spieker Properties, Inc.

277,000

12,742,000

101,463,892

TOTAL CONSTRUCTION & REAL ESTATE

142,908,861

DURABLES - 2.4%

Autos, Tires, & Accessories - 1.2%

AutoNation, Inc.

642,800

4,539,775

Eaton Corp.

428,300

28,696,100

Goodyear Tire & Rubber Co.

407,100

8,142,000

Johnson Controls, Inc.

333,600

17,117,850

Meritor Automotive, Inc.

408,600

4,494,600

Navistar International Corp. (a)

387,600

12,039,825

Pep Boys-Manny, Moe & Jack

662,100

3,972,600

TRW, Inc.

801,700

34,773,738

113,776,488

Consumer Durables - 0.9%

Minnesota Mining & Manufacturing Co.

682,500

56,306,250

Snap-On, Inc.

1,102,000

29,340,750

85,647,000

Consumer Electronics - 0.1%

Black & Decker Corp.

252,600

9,930,338

General Motors Corp. Class H (a)

43,086

3,780,797

13,711,135

Home Furnishings - 0.2%

Newell Rubbermaid, Inc.

822,067

21,168,225

Textiles & Apparel - 0.0%

Kellwood Co.

85,800

1,812,525

TOTAL DURABLES

236,115,373

ENERGY - 15.7%

Energy Services - 2.3%

Baker Hughes, Inc.

1,817,400

58,156,800

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Services - continued

Halliburton Co.

2,882,900

$ 136,036,844

Schlumberger Ltd. (NY Shares)

409,500

30,558,938

224,752,582

Oil & Gas - 13.4%

Amerada Hess Corp.

246,500

15,221,375

Anadarko Petroleum Corp.

587,900

28,990,819

BP Amoco PLC sponsored ADR

4,538,242

256,694,313

Burlington Resources, Inc.

1,192,100

45,597,825

Chevron Corp.

1,280,171

108,574,503

Conoco, Inc.:

Class A

721,200

15,866,400

Class B

1,931,915

47,452,662

Exxon Mobil Corp.

4,334,118

340,228,263

Occidental Petroleum Corp.

985,000

20,746,563

Royal Dutch Petroleum Co. (NY Shares)

1,968,600

121,191,938

Santa Fe Snyder Corp. (a)

1,336,203

15,199,309

Tosco Corp.

449,800

12,734,963

TotalFinaElf SA:

Class B

448,000

68,992,001

sponsored ADR

2,183,396

167,712,105

Ultramar Diamond Shamrock Corp.

713,600

17,706,200

Union Pacific Resources Group, Inc.

645,500

14,201,000

USX - Marathon Group

1,621,100

40,628,819

1,337,739,058

TOTAL ENERGY

1,562,491,640

FINANCE - 23.5%

Banks - 10.2%

Bank of America Corp.

2,935,590

126,230,370

Bank of New York Co., Inc.

4,579,000

212,923,500

Bank One Corp.

1,119,438

29,735,072

Chase Manhattan Corp.

2,924,450

134,707,478

Comerica, Inc.

1,601,800

71,880,775

Firstar Corp.

138,900

2,925,581

FleetBoston Financial Corp.

2,006,200

68,210,800

Mellon Financial Corp.

2,266,900

82,600,169

National Bank of Canada

2,476,636

36,969,710

PNC Financial Services Group, Inc.

233,000

10,921,875

U.S. Bancorp

2,928,094

56,365,810

Wachovia Corp.

442,500

24,005,625

Wells Fargo & Co.

3,967,200

153,729,000

1,011,205,765

Credit & Other Finance - 7.2%

American Express Co.

3,251,616

169,490,484

Associates First Capital Corp. Class A

3,623,656

80,852,825

Shares

Value (Note 1)

Citigroup, Inc.

5,969,898

$ 359,686,355

Household International, Inc.

2,527,647

105,055,328

715,084,992

Federal Sponsored Credit - 2.7%

Fannie Mae

4,308,800

224,865,500

Freddie Mac

762,900

30,897,450

SLM Holding Corp.

412,700

15,450,456

271,213,406

Insurance - 2.5%

Ace Ltd.

1,474,100

41,274,800

American International Group, Inc.

315,900

37,118,250

Everest Re Group Ltd.

96,800

3,182,300

Hartford Financial Services Group, Inc.

1,691,600

94,623,875

Highlands Insurance Group, Inc. (a)

371,100

3,479,063

Protective Life Corp.

180,700

4,811,138

The Chubb Corp.

382,500

23,523,750

The St. Paul Companies, Inc.

374,200

12,769,575

UnumProvident Corp.

1,063,700

21,340,481

XL Capital Ltd. Class A

180,700

9,780,388

251,903,620

Savings & Loans - 0.2%

TCF Financial Corp.

573,000

14,718,938

Securities Industry - 0.7%

Franklin Resources, Inc.

243,700

7,402,388

Morgan Stanley Dean Witter & Co.

410,600

34,182,450

Nomura Securities Co. Ltd.

1,061,000

25,969,582

Waddell & Reed Financial, Inc. Class B

94,498

2,746,348

70,300,768

TOTAL FINANCE

2,334,427,489

HEALTH - 7.8%

Drugs & Pharmaceuticals - 5.8%

Bristol-Myers Squibb Co.

2,457,400

143,143,550

Eli Lilly & Co.

2,053,000

205,043,375

Merck & Co., Inc.

1,595,700

122,270,513

Schering-Plough Corp.

2,129,530

107,541,265

577,998,703

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,616,600

72,039,738

Becton, Dickinson & Co.

680,800

19,530,450

Cardinal Health, Inc.

481,100

35,601,400

127,171,588

Medical Facilities Management - 0.7%

HCA - The Healthcare Co.

2,259,150

68,621,681

TOTAL HEALTH

773,791,972

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 7.4%

Electrical Equipment - 4.2%

General Electric Co.

7,160,900

$ 379,527,680

Siemens AG

253,900

38,268,849

417,796,529

Industrial Machinery & Equipment - 3.2%

Caterpillar, Inc.

1,009,800

34,206,975

CNH Global NV

506,200

4,682,350

Deere & Co.

1,258,250

46,555,250

Ingersoll-Rand Co.

799,500

32,179,875

ITT Industries, Inc.

218,600

6,639,975

Kennametal, Inc.

500,708

10,733,928

Parker-Hannifin Corp.

641,100

21,957,675

The Stanley Works

293,700

6,975,375

Tyco International Ltd.

3,208,246

151,990,654

315,922,057

Pollution Control - 0.0%

Republic Services, Inc. Class A (a)

341,200

5,459,200

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

739,177,786

MEDIA & LEISURE - 5.8%

Broadcasting - 1.4%

Clear Channel Communications, Inc. (a)

123,500

9,262,500

MediaOne Group, Inc. (a)

636,110

42,182,840

Time Warner, Inc.

1,167,754

88,749,334

140,194,674

Entertainment - 2.9%

Fox Entertainment Group, Inc.
Class A (a)

721,700

21,921,638

Mandalay Resort Group (a)

534,500

10,690,000

Viacom, Inc. Class B (non-vtg.) (a)

3,482,118

237,436,921

Walt Disney Co.

586,900

22,779,056

292,827,615

Lodging & Gaming - 0.6%

Harrah's Entertainment, Inc. (a)

424,500

8,887,969

Starwood Hotels & Resorts
Worldwide, Inc. unit

1,465,981

47,736,006

56,623,975

Publishing - 0.4%

Reader's Digest Association, Inc.
Class A (non-vtg.)

953,200

37,889,700

Restaurants - 0.5%

McDonald's Corp.

1,562,400

51,461,550

TOTAL MEDIA & LEISURE

578,997,514

NONDURABLES - 3.6%

Beverages - 0.1%

Brown-Forman Corp. Class B (non-vtg.)

147,800

7,944,250

Shares

Value (Note 1)

Foods - 0.7%

Nabisco Group Holdings Corp.

967,700

$ 25,099,719

Nabisco Holdings Corp. Class A

779,200

40,908,000

66,007,719

Household Products - 1.8%

Avon Products, Inc.

915,600

40,744,200

Clorox Co.

649,300

29,096,756

Dial Corp.

624,300

6,477,113

Gillette Co.

769,200

26,873,925

International Flavors & Fragrances, Inc.

244,600

7,383,863

Procter & Gamble Co.

438,400

25,098,400

Unilever NV (NY Shares)

241,485

10,383,855

Unilever PLC

6,090,714

38,257,265

184,315,377

Tobacco - 1.0%

Philip Morris Companies, Inc.

3,741,200

99,375,625

TOTAL NONDURABLES

357,642,971

RETAIL & WHOLESALE - 2.5%

Apparel Stores - 0.9%

Charming Shoppes, Inc. (a)

612,800

3,121,450

Footstar, Inc. (a)

206,300

6,859,475

The Limited, Inc.

2,635,400

56,990,525

TJX Companies, Inc.

1,362,300

25,543,125

Venator Group, Inc. (a)

221,300

2,268,325

94,782,900

General Merchandise Stores - 1.6%

Ames Department Stores, Inc.

203,500

1,577,125

Consolidated Stores Corp. (a)

2,020,156

24,241,875

Federated Department Stores, Inc. (a)

1,102,700

37,216,125

Hudson's Bay Co. (e)

302,500

3,207,869

JCPenney Co., Inc.

328,100

6,049,344

Target Corp.

870,700

50,500,600

Wal-Mart Stores, Inc.

608,600

35,070,575

157,863,513

TOTAL RETAIL & WHOLESALE

252,646,413

SERVICES - 1.3%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,367,000

R.R. Donnelley & Sons Co.

535,300

12,077,706

15,444,706

Services - 1.1%

ACNielsen Corp. (a)

750,100

16,502,200

Brascan Corp. Class A (ltd. vtg.)

2,699,800

31,730,172

Dun & Bradstreet Corp.

134,300

3,844,338

H&R Block, Inc.

1,073,800

34,764,275

Per-Se Technologies, Inc. (a)

9,540

89,438

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

$ 0

Viad Corp.

775,800

21,140,550

108,070,973

TOTAL SERVICES

123,515,679

TECHNOLOGY - 3.5%

Communications Equipment - 0.1%

Nortel Networks Corp.

122,804

8,518,724

Computer Services & Software - 0.9%

IMS Health, Inc.

891,500

16,047,000

Microsoft Corp. (a)

196,400

15,712,000

NCR Corp. (a)

683,800

26,625,463

Sabre Holdings Corp. Class A

145,116

4,135,806

Unisys Corp. (a)

2,059,717

29,994,629

92,514,898

Computers & Office Equipment - 2.1%

Compaq Computer Corp.

2,037,300

52,078,481

Hewlett-Packard Co.

157,800

19,705,275

International Business Machines Corp.

567,400

62,165,763

Pitney Bowes, Inc.

1,582,000

63,280,000

Xerox Corp.

463,100

9,609,325

206,838,844

Electronic Instruments - 0.3%

Thermo Electron Corp. (a)

1,295,400

27,284,363

Photographic Equipment - 0.1%

Eastman Kodak Co.

257,200

15,303,400

TOTAL TECHNOLOGY

350,460,229

TRANSPORTATION - 1.2%

Air Transportation - 0.2%

AMR Corp.

371,000

9,808,313

Southwest Airlines Co.

435,000

8,237,813

18,046,126

Railroads - 1.0%

Burlington Northern Santa Fe Corp.

2,998,700

68,782,681

CSX Corp.

559,200

11,848,050

Union Pacific Corp.

409,400

15,224,563

95,855,294

TOTAL TRANSPORTATION

113,901,420

UTILITIES - 9.2%

Cellular - 0.1%

AT&T Corp. - Wireless Group

453,300

12,635,738

Electric Utility - 2.4%

Allegheny Energy, Inc.

1,148,700

31,445,663

Shares

Value (Note 1)

American Electric Power Co., Inc.

997,100

$ 29,539,088

Cinergy Corp.

415,000

10,556,563

DPL, Inc.

168,354

3,693,266

Entergy Corp.

3,187,300

86,654,719

IPALCO Enterprises, Inc.

431,500

8,683,938

Niagara Mohawk Holdings, Inc. (a)

1,682,100

23,444,269

NRG Energy, Inc.

308,800

5,635,600

PG&E Corp.

1,551,878

38,214,996

237,868,102

Telephone Services - 6.7%

AT&T Corp.

4,236,400

133,976,150

Bell Atlantic Corp.

1,266,240

64,340,820

BellSouth Corp.

2,151,399

91,703,382

GTE Corp.

1,087,100

67,671,975

Pathnet, Inc. warrants 4/15/08 (a)(e)

510

5,100

SBC Communications, Inc.

5,353,193

231,525,597

U.S. WEST, Inc.

189,300

16,232,475

WorldCom, Inc. (a)

1,309,716

60,083,199

665,538,698

TOTAL UTILITIES

916,042,538

TOTAL COMMON STOCKS

(Cost $7,320,124,457)

9,295,839,410

Preferred Stocks - 3.0%

Convertible Preferred Stocks - 3.0%

BASIC INDUSTRIES - 0.2%

Chemicals & Plastics - 0.1%

Monsanto Co. $1.625 ACES

283,800

12,966,113

Paper & Forest Products - 0.1%

Georgia-Pacific Corp. $3.75 PEPS

314,100

9,854,888

TOTAL BASIC INDUSTRIES

22,821,001

ENERGY - 0.2%

Oil & Gas - 0.2%

Apache Corp. $2.015 ACES

183,100

9,349,635

The Coastal Corp. $1.20 PRIDES

368,900

11,938,711

21,288,346

FINANCE - 0.7%

Credit & Other Finance - 0.4%

Federal-Mogul Financing Trust $3.50

490,300

10,725,313

Union Pacific Capital Trust:

$3.125

403,200

15,926,400

$3.125 TIDES (e)

384,500

15,187,750

41,839,463

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

FINANCE - continued

Insurance - 0.3%

Ace Ltd. $4.125 PRIDES

225,800

$ 14,126,725

MetLife, Inc. $4.00

225,800

15,523,750

29,650,475

TOTAL FINANCE

71,489,938

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Electrical Equipment - 0.1%

Loral Space & Communications Ltd. Series C:

$3.00 (e)

183,200

4,122,000

$3.00

208,700

4,695,750

8,817,750

Industrial Machinery & Equipment - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,188,522

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,006,272

MEDIA & LEISURE - 0.9%

Broadcasting - 0.6%

Cox Communications, Inc.:

$2.27 PRIDES

159,500

9,884,215

$6.858 PRIZES

146,000

16,078,250

MediaOne Group, Inc.
(Vodafone AirTouch PLC):

$3.04 PIES

317,100

12,763,275

$3.63 PIES

249,900

22,491,000

61,216,740

Entertainment - 0.1%

Premier Parks, Inc. $4.05 PIES

273,300

11,956,875

Publishing - 0.2%

Readers Digest Automatic Common Exchange Securities Trust $1.93 TRACES

464,700

16,409,951

TOTAL MEDIA & LEISURE

89,583,566

NONDURABLES - 0.3%

Beverages - 0.3%

Seagram Co. Ltd. $3.76 ACES

473,400

25,001,674

RETAIL & WHOLESALE - 0.0%

General Merchandise Stores - 0.0%

Kmart Financing I $3.875

100,000

3,643,750

UTILITIES - 0.5%

Electric Utility - 0.3%

Alliant Energy Resources, Inc. $4.91 (e)

52,700

3,642,888

Shares

Value (Note 1)

NiSource, Inc. $3.875 PIES

299,300

$ 11,148,925

TXU Corp. $1.6575 PRIDES

398,400

13,844,400

28,636,213

Gas - 0.2%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

484,900

14,910,675

TOTAL UTILITIES

43,546,888

TOTAL CONVERTIBLE PREFERRED STOCKS

296,381,435

Nonconvertible Preferred Stocks - 0.0%

CONSTRUCTION & REAL ESTATE - 0.0%

Real Estate Investment Trusts - 0.0%

California Federal Preferred
Capital Corp. $2.2812

31,590

671,288

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

CSC Holdings, Inc. 11.125% pay-in-kind

23,622

2,468,499

Publishing - 0.0%

PRIMEDIA, Inc. 8.625%

6,123

520,455

TOTAL MEDIA & LEISURE

2,988,954

TOTAL NONCONVERTIBLE PREFERRED STOCKS

3,660,242

TOTAL PREFERRED STOCKS

(Cost $317,222,517)

300,041,677

Corporate Bonds - 2.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.7%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP
8.3% 7/1/01

Ba2

$ 27,985,000

36,363,009

DURABLES - 0.1%

Consumer Electronics - 0.1%

Sunbeam Corp.
0% 3/25/18 (e)

Caa2

60,290,000

9,344,950

FINANCE - 0.0%

Insurance - 0.0%

Loews Corp.
3.125% 9/15/07

A2

4,320,000

3,591,000

MEDIA & LEISURE - 0.6%

Broadcasting - 0.1%

Cox Communications, Inc. 1% 4/19/20

Baa3

26,600,000

13,815,508

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

Publishing - 0.5%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

$ 42,720,000

$ 47,448,250

TOTAL MEDIA & LEISURE

61,263,758

NONDURABLES - 0.0%

Foods - 0.0%

Chiquita Brands International, Inc.
7% 3/28/01

B3

820,000

721,600

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

Softkey International, Inc. 5.5% 11/1/00 (e)

-

1,340,000

1,313,200

Computers & Office Equipment - 0.1%

Quantum Corp.
7% 8/1/04

B2

7,730,000

6,097,038

Electronics - 0.1%

Solectron Corp.
0% 5/8/20

BBB

13,410,000

8,548,875

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

7,770,000

7,187,250

15,736,125

TOTAL TECHNOLOGY

23,146,363

UTILITIES - 0.4%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (e)

B1

13,390,000

13,858,650

Telephone Services - 0.3%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

13,380,000

12,117,263

Telefonos de Mexico SA de CV 4.25% 6/15/04

Baa3

9,430,000

12,659,775

24,777,038

TOTAL UTILITIES

38,635,688

TOTAL CONVERTIBLE BONDS

173,066,368

Nonconvertible Bonds - 0.4%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

1,340,000

1,326,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co.
11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,641,600

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Macsaver Financial Services, Inc.
7.875% 8/1/03

Ba2

1,000,000

620,000

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,550,000

1,418,250

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

950,000

826,500

7.875% 1/1/09

Ba2

1,065,000

905,250

1,731,750

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Adelphia Communications Corp. 9.875% 3/1/07

B1

2,425,000

2,303,750

Century Communications Corp. Series B,
0% 1/15/08

B1

440,000

180,400

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.625% 4/1/09

B2

1,340,000

1,182,550

NTL Communications Corp. 11.5% 10/1/08

B3

4,140,000

4,171,050

Telewest PLC 0% 10/1/07 (d)

B1

2,265,000

2,163,075

United Pan-Europe Communications NV 10.875% 11/1/07

B2

2,380,000

2,142,000

12,142,825

Entertainment - 0.0%

Regal Cinemas, Inc. 8.875% 12/15/10

Ca

2,340,000

561,600

Lodging & Gaming - 0.0%

HMH Properties, Inc. 7.875% 8/1/08

Ba2

230,000

205,275

Restaurants - 0.0%

Domino's, Inc.
10.375% 1/15/09

B3

1,020,000

946,050

TOTAL MEDIA & LEISURE

13,855,750

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

PSINet, Inc.
10.5% 12/1/06

B3

$ 1,335,000

$ 1,228,200

UTILITIES - 0.2%

Cellular - 0.1%

Nextel
Communications, Inc.:

0% 10/31/07 (d)

B1

3,765,000

2,804,925

12% 11/1/08

B1

1,410,000

1,505,175

4,310,100

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

1,335,000

1,308,300

McLeodUSA, Inc.
9.5% 11/1/08

B1

910,000

887,250

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,780,000

2,606,250

Pathnet, Inc.
12.25% 4/15/08

-

510,000

285,600

Rhythms NetConnections, Inc. 12.75% 4/15/09

B3

1,670,000

1,135,600

WinStar
Communications, Inc.:

0% 4/15/10 (d)(e)

B3

1,449,000

673,785

12.75% 4/15/10 (e)

B3

4,031,000

3,889,915

10,786,700

TOTAL UTILITIES

15,096,800

TOTAL NONCONVERTIBLE BONDS

36,918,950

TOTAL CORPORATE BONDS

(Cost $193,683,286)

209,985,318

Cash Equivalents - 1.0%

Shares

Central Cash Collateral Fund, 6.71% (c)

1,698,015

1,698,015

Taxable Central Cash Fund, 6.59% (c)

94,619,327

94,619,327

TOTAL CASH EQUIVALENTS

(Cost $96,317,342)

96,317,342

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $7,927,347,602)

9,902,183,747

NET OTHER ASSETS - 0.4%

41,016,147

NET ASSETS - 100%

$ 9,943,199,894

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $62,433,357 or 0.6% of
net assets.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $990,959,058 and $2,056,546,197, respectively.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $119,617 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,591,025. The fund received cash collateral of $1,698,015 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate was 5.86%. Interest expense includes $171,586 paid under the interfund lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $13,171,318. The weighted average interest rate was 6.09%. Interest expense includes $49,044 paid under the bank borrowing program.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $7,931,739,825. Net unrealized appreciation aggregated $1,970,443,922, of which $2,830,722,007 related to appreciated investment securities and $860,278,085 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $7,927,347,602) -
See accompanying schedule

$ 9,902,183,747

Cash

80,267

Receivable for investments sold

46,351,579

Receivable for fund shares sold

3,306,224

Dividends receivable

18,707,830

Interest receivable

3,548,270

Other receivables

639,455

Total assets

9,974,817,372

Liabilities

Payable for investments purchased

$ 16,883,268

Payable for fund shares redeemed

8,328,602

Accrued management fee

4,071,933

Distribution fees payable

43,292

Other payables and
accrued expenses

592,368

Collateral on securities loaned,
at value

1,698,015

Total liabilities

31,617,478

Net Assets

$ 9,943,199,894

Net Assets consist of:

Paid in capital

$ 7,592,710,655

Undistributed net investment income

94,996,781

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

280,716,353

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,974,776,105

Net Assets

$ 9,943,199,894

Initial Class:
Net Asset Value, offering price
and redemption price per share ($9,442,871,134
÷
412,176,524 shares)

$22.91

Service Class:
Net Asset Value, offering price
and redemption price per share
($488,634,853
÷
21,378,754 shares)

$22.86

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,693,907
÷ 511,954 shares)

$22.84

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 114,821,549

Interest

7,423,512

Security lending

109,307

Total income

122,354,368

Expenses

Management fee

$ 24,432,214

Transfer agent fees

3,355,035

Distribution fees

226,077

Accounting and security lending fees

443,177

Non-interested trustees' compensation

25,855

Custodian fees and expenses

117,627

Registration fees

1,500

Audit

39,228

Legal

42,473

Interest

220,630

Miscellaneous

59,950

Total expenses before reductions

28,963,766

Expense reductions

(585,247)

28,378,519

Net investment income

93,975,849

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

290,121,682

Foreign currency transactions

(169,714)

289,951,968

Change in net unrealized appreciation (depreciation) on:

Investment securities

(725,820,111)

Assets and liabilities in
foreign currencies

(72,517)

(725,892,628)

Net gain (loss)

(435,940,660)

Net increase (decrease) in net assets resulting from operations

$ (341,964,811)

Other Information

Expense reductions
Directed brokerage arrangements

$ 583,627

Custodian credits

1,620

$ 585,247

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended June 30, 2000 (Unaudited)

Year ended December 31,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 93,975,849

$ 185,905,580

Net realized gain (loss)

289,951,968

697,598,663

Change in net unrealized appreciation (depreciation)

(725,892,628)

(178,860,281)

Net increase (decrease) in net assets resulting from operations

(341,964,811)

704,643,962

Distributions to shareholders
From net investment income

(185,023,672)

(170,985,891)

From net realized gain

(697,715,914)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(283,718,779)

(339,122,770)

Total increase (decrease) in net assets

(1,508,423,176)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $94,996,781 and $185,982,649, respectively)

$ 9,943,199,894

$ 11,451,623,070

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,194,962

$ 468,135,483

41,506,315

$ 1,076,558,536

Reinvested

38,143,294

847,544,035

22,601,688

537,468,103

Redeemed

(74,517,854)

(1,710,461,582)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(16,179,598)

$ (394,782,064)

(20,522,668)

$ (549,152,609)

Service Class
Sold

4,641,894

107,791,908

8,201,124

211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(1,892,879)

(43,575,460)

(507,589)

(13,012,407)

Net increase (decrease)

4,334,978

$ 99,393,101

8,177,180

$ 210,029,839

Service Class 2 A
Sold

523,075

$ 11,931,422

-

$ -

Reinvested

852

18,898

-

-

Redeemed

(11,973)

(280,136)

-

-

Net increase (decrease)

511,954

$ 11,670,184

-

$ -

Distributions
From net investment income
Initial Class

$ 177,777,529

$ 167,408,106

Service Class

7,242,252

3,577,785

Service Class 2 A

3,891

-

Total

$ 185,023,672

$ 170,985,891

From net realized gain
Initial Class

$ 669,766,506

$ 370,059,997

Service Class

27,934,401

7,908,787

Service Class 2 A

15,007

-

Total

$ 697,715,914

$ 377,968,784

$ 882,739,586

$ 548,954,675

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

$ 15.35

Income from Investment Operations

Net investment income

.21 D

.41 D

.38 D

.36 D

.35

.41

Net realized and unrealized gain (loss)

(.96)

1.10

2.31

5.06

2.30

4.69

Total from investment operations

(.75)

1.51

2.69

5.42

2.65

5.10

Less Distributions

From net investment income

(.43)

(.38)

(.34)

(.36)

(.03)

(.40)

From net realized gain

(1.62)

(.84)

(1.21)

(1.81)

(.86)

(.78)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

(1.18)

Net asset value, end of period

$ 22.91

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Total Return B, C

(2.67)%

6.33%

11.63%

28.11%

14.28%

35.09%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,442,871

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

$ 4,879,435

Ratio of expenses to average net assets

.56% A

.57%

.58%

.58%

.58%

.61%

Ratio of expenses to average net assets after
expense reductions

.55% A, F

.56% F

.57% F

.57% F

.56% F

.61%

Ratio of net investment income to average net assets

1.83% A

1.57%

1.58%

1.65%

1.97%

2.56%

Portfolio turnover

19% A

27%

28%

44%

186%

87%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.20

.38

.36

.05

Net realized and unrealized gain (loss)

(.96)

1.11

2.31

.78

Total from investment operations

(.76)

1.49

2.67

.83

Less Distributions

From net investment income

(.42)

(.38)

(.34)

-

From net realized gain

(1.62)

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 22.86

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(2.72)%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 488,635

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66% A

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% A, F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.73% A

1.47%

1.51%

1.63% A

Portfolio turnover

19% A

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.17

Net realized and unrealized gain (loss)

(.47)

Total from investment operations

(.30)

Less Distributions

From net investment income

(.42)

From net realized gain

(1.62)

Total distributions

(2.04)

Net asset value, end of period

$ 22.84

Total Return B, C

(0.95)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,694

Ratio of expenses to average net assets

.82% A

Ratio of expenses to average net assets after expense reductions

.80% A, F

Ratio of net investment income to average net assets

1.58% A

Portfolio turnover

19% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Balanced -
Initial Class

-0.43%

11.87%

12.20%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500 ®

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Balanced Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,815 - an 88.15% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Fund Talk: The Managers' Overview

(portfolio manager photographs)

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six- and 12-month periods that ended June 30, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned 1.45% and 6.44%, respectively, during these time frames.

Q. Why did the fund trail its benchmark during the
six-month period?

J.A. Having an average underweighting in technology hurt during the sector's impressive run-up early in the period. The fund's underexposure to tech was double trouble in the sense that most other areas of the market in which the fund was invested had a difficult period. So, even though the technology group corrected sharply in the spring - as the market turned elsewhere for growth - it was up so much in the first half that, for all intents and purposes, our fate was sealed.

Q. What were some of your strategies and how did they influence performance?

J.A. I maintained an emphasis on equities during the market's upturn, adding convertible securities in lieu of pure stocks. I used convertibles as an indirect, less volatile way to participate in some of the growth stories I liked within the technology sector. This strategy helped provide some nice yield and afforded us the added benefit of downside protection, as convertible securities gave back less than their pure stock equivalents during the correction. When things started to fall apart for tech, I took advantage of the opportunity to increase the fund's concentration in large, high-quality companies, many of which had dropped sharply from their highs of the period. However, the fund was hurt for not owning enough of the period's top performers along the way, namely Oracle and Intel. On a more positive note, the fund's healthy exposure to large drug companies such as Warner-Lambert and Eli Lilly helped, as the group rallied behind renewed enthusiasm for strong new product pipelines. Warner-Lambert merged with Pfizer - another fund holding - just prior to the close of the period. The fund's lack of exposure to a generally weak consumer nondurables sector, and some good picks in media stocks such as Viacom, further aided relative performance.

Q. What other stocks performed well for the fund? Which disappointed?

J.A. A number of the fund's financial holdings performed well - most notably Bank of New York and Morgan Stanley Dean Witter - benefiting from strong capital markets activity. Tech stocks we did own, including Texas Instruments, EMC and Micron Technology, also added meaningfully to performance. Conversely, those that weren't so hot included Motorola, Alltel and Lucent. Motorola was, by far, the fund's worst performer, slipping on execution problems and narrowing margins in its cellular handset business. Traditional telecommunications providers AT&T and WorldCom fell prey to increased competition and falling prices.

Q. Turning to you, Kevin, how did the fund's bond investments fare?

K.G. The investment-grade portion of the fund performed well during the six-month period, benefiting from its exposure to a strong rally in the government market. An announcement by the U.S. Treasury in January of its intent to repurchase long-term debt and reduce future issuance sent the price of the long bond higher and its yield lower. This action, coupled with rising short-term interest rates, induced an inverted yield curve, which occurs when short-term issues provide a higher yield than their longer-term counterparts. This inversion hurt the spread sectors - most notably corporate bonds and mortgage securities - with yield spreads widening out significantly relative to comparable duration Treasuries. The fund was well-positioned for these changes, as we responded to the buybacks by reducing our exposure to long-term corporates in exchange for more Treasuries, which worked out beautifully. This strategy helped the fund's bond subportfolio outperform the Lehman Brothers Aggregate Bond Index during the period. So, despite the Federal Reserve Board's efforts to raise rates during the period, the supply/demand imbalance spurred by the Treasury buybacks helped ensure our success.

Q. John, what's your outlook?

J.A. I'm bullish overall, as business remains strong in many areas of the economy, although I temper that enthusiasm with concern about interest rates rising further. In this uncertain environment, I believe the market will begin to focus more on revenues and earnings. As such, the companies capable of delivering robust top-line growth and strong bottom-line earnings should be the ones to reap the rewards. Given the extent to which technology and the Internet have transformed the global landscape, I expect we'll see strong performance from this sector going forward.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of June 30, 2000, more than $304 million

Manager: John Avery, since 1998, and
Kevin Grant, since 1996; John Avery joined
Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 56.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.4%

Aerospace & Defense - 0.2%

Boeing Co.

13,700

$ 572,831

Textron, Inc.

4,200

228,113

800,944

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

506,825

TOTAL AEROSPACE & DEFENSE

1,307,769

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

14,104

617,050

Praxair, Inc.

16,100

602,744

1,219,794

Metals & Mining - 0.1%

Alcoa, Inc.

13,000

377,000

TOTAL BASIC INDUSTRIES

1,596,794

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.2%

AutoNation, Inc.

3,700

26,131

Danaher Corp.

9,600

474,600

500,731

Consumer Electronics - 0.1%

General Motors Corp. Class H (a)

5,400

473,850

TOTAL DURABLES

974,581

ENERGY - 3.7%

Energy Services - 0.8%

Diamond Offshore Drilling, Inc.

15,200

533,900

Halliburton Co.

12,900

608,719

Nabors Industries, Inc. (a)

16,800

698,250

Schlumberger Ltd. (NY Shares)

9,000

671,625

2,512,494

Oil & Gas - 2.9%

BP Amoco PLC

63,962

602,975

Burlington Resources, Inc.

15,000

573,750

Chevron Corp.

10,000

848,125

Conoco, Inc. Class B

50,800

1,247,775

Exxon Mobil Corp.

53,366

4,189,231

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,317,438

8,779,294

TOTAL ENERGY

11,291,788

FINANCE - 7.4%

Banks - 1.0%

Bank of America Corp.

15,100

649,300

Shares

Value (Note 1)

Bank of New York Co., Inc.

41,700

$ 1,939,050

Chase Manhattan Corp.

10,500

483,656

3,072,006

Credit & Other Finance - 2.3%

American Express Co.

70,900

3,695,663

Citigroup, Inc.

56,325

3,393,581

7,089,244

Federal Sponsored Credit - 1.2%

Fannie Mae

32,400

1,690,875

Freddie Mac

45,300

1,834,650

3,525,525

Insurance - 1.5%

AFLAC, Inc.

9,300

427,219

American International Group, Inc.

30,300

3,560,250

Hartford Financial Services Group, Inc.

8,400

469,875

4,457,344

Securities Industry - 1.4%

Charles Schwab Corp.

25,150

845,669

Merrill Lynch & Co., Inc.

7,500

862,500

Morgan Stanley Dean Witter & Co.

31,900

2,655,675

4,363,844

TOTAL FINANCE

22,507,963

HEALTH - 5.9%

Drugs & Pharmaceuticals - 5.6%

American Home Products Corp.

15,900

934,125

Amgen, Inc.

11,600

814,900

Bristol-Myers Squibb Co.

48,200

2,807,650

Eli Lilly & Co.

39,000

3,895,125

Merck & Co., Inc.

11,300

865,863

Pfizer, Inc.

84,700

4,065,600

Schering-Plough Corp.

72,400

3,656,200

17,039,463

Medical Equipment & Supplies - 0.3%

Johnson & Johnson

4,600

468,625

Medtronic, Inc.

10,000

498,125

966,750

TOTAL HEALTH

18,006,213

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.6%

General Electric Co.

206,400

10,939,184

Industrial Machinery & Equipment - 0.8%

Tyco International Ltd.

53,870

2,552,091

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,491,275

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - 4.3%

Broadcasting - 1.6%

AT&T Corp. - Liberty Media Group
Class A (a)

44,000

$ 1,067,000

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

540

Clear Channel Communications, Inc. (a)

15,400

1,155,000

Infinity Broadcasting Corp. Class A (a)

29,600

1,078,550

NTL, Inc. warrants 10/14/08 (a)

199

8,159

Time Warner, Inc.

20,208

1,535,808

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

4,500

4,849,557

Entertainment - 1.8%

MGM Grand, Inc.

12,500

401,563

Viacom, Inc. Class B (non-vtg.) (a)

56,389

3,845,025

Walt Disney Co.

29,100

1,129,444

5,376,032

Publishing - 0.7%

McGraw-Hill Companies, Inc.

42,100

2,273,400

Restaurants - 0.2%

McDonald's Corp.

20,500

675,219

TOTAL MEDIA & LEISURE

13,174,208

NONDURABLES - 1.6%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

16,700

1,247,281

Seagram Co. Ltd.

6,100

358,460

The Coca-Cola Co.

19,300

1,108,544

2,714,285

Household Products - 0.5%

Clorox Co.

14,700

658,744

Colgate-Palmolive Co.

12,100

724,488

1,383,232

Tobacco - 0.2%

Philip Morris Companies, Inc.

22,400

595,000

TOTAL NONDURABLES

4,692,517

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(k)

3

34

The Limited, Inc.

26,800

579,550

579,584

General Merchandise Stores - 1.6%

Kohls Corp. (a)

9,300

517,313

Target Corp.

21,400

1,241,200

Wal-Mart Stores, Inc.

54,900

3,163,613

4,922,126

Retail & Wholesale, Miscellaneous - 1.1%

Best Buy Co., Inc. (a)

800

50,600

Shares

Value (Note 1)

Home Depot, Inc.

53,550

$ 2,674,153

Lowe's Companies, Inc.

11,100

455,794

3,180,547

TOTAL RETAIL & WHOLESALE

8,682,257

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,531,875

Services - 0.2%

Ecolab, Inc.

18,100

707,031

TOTAL SERVICES

2,238,906

TECHNOLOGY - 19.0%

Communications Equipment - 5.3%

Cisco Systems, Inc. (a)

111,000

7,055,438

Comverse Technology, Inc. (a)

8,100

753,300

Corning, Inc.

4,000

1,079,500

Lucent Technologies, Inc.

30,200

1,789,350

Nokia AB sponsored ADR

34,200

1,707,863

Nortel Networks Corp.

53,100

3,683,465

16,068,916

Computer Services & Software - 3.4%

America Online, Inc. (a)

25,950

1,368,863

BEA Systems, Inc. (a)

14,100

697,069

DecisionOne Corp.

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Inktomi Corp. (a)

3,400

402,050

Microsoft Corp. (a)

40,400

3,232,000

Oracle Corp. (a)

38,700

3,253,219

VeriSign, Inc. (a)

4,392

775,188

Yahoo!, Inc. (a)

6,200

768,025

10,496,420

Computers & Office Equipment - 4.5%

Compaq Computer Corp.

33,600

858,900

Dell Computer Corp. (a)

42,700

2,105,644

EMC Corp. (a)

50,100

3,854,569

Hewlett-Packard Co.

8,400

1,048,950

International Business Machines Corp.

24,000

2,629,500

Network Appliance, Inc. (a)

8,300

668,150

Pitney Bowes, Inc.

11,000

440,000

Sun Microsystems, Inc. (a)

22,800

2,073,375

13,679,088

Electronic Instruments - 0.5%

Applied Materials, Inc. (a)

10,400

942,500

KLA-Tencor Corp. (a)

8,400

491,925

1,434,425

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - 5.3%

Analog Devices, Inc. (a)

12,900

$ 980,400

Broadcom Corp. Class A (a)

4,200

919,538

Flextronics International Ltd. (a)

6,500

446,469

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

39,300

5,253,919

JDS Uniphase Corp. (a)

12,200

1,462,475

Micron Technology, Inc. (a)

20,400

1,796,475

Motorola, Inc.

32,900

956,156

Sanmina Corp. (a)

7,900

675,450

Texas Instruments, Inc.

55,100

3,784,681

16,275,563

TOTAL TECHNOLOGY

57,954,412

UTILITIES - 5.7%

Cellular - 2.5%

China Telecom (Hong Kong) Ltd. (a)

90,000

800,156

Leap Wireless International, Inc.:

warrants 4/15/10 (a)(g)

75

0

warrants 4/15/10 (a)

65

0

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

725

warrants 1/15/07 (CV ratio .6) (a)

50

213

McCaw International Ltd. warrants 4/16/07 (a)(g)

290

725

Nextel Communications, Inc. Class A (a)

23,400

1,431,788

Sprint Corp. - PCS Group Series 1 (a)

35,100

2,088,450

Vodafone AirTouch PLC sponsored ADR

37,800

1,566,338

VoiceStream Wireless Corp. (a)

14,700

1,709,564

7,597,959

Electric Utility - 0.3%

AES Corp. (a)

21,800

994,625

Gas - 0.5%

Dynegy, Inc. Class A

11,600

792,425

Enron Corp.

9,200

593,400

1,385,825

Telephone Services - 2.4%

Allegiance Telecom, Inc. (a)

6,900

441,600

AT&T Corp.

16,604

525,102

BellSouth Corp.

32,000

1,364,000

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(g)

70

175

Level 3 Communications, Inc. (a)

5,400

475,200

McLeodUSA, Inc. Class A (a)

37,600

777,850

Ono Finance PLC rights 5/31/09 (a)(g)

210

2,100

Qwest Communications
International, Inc. (a)

13,600

675,750

SBC Communications, Inc.

37,170

1,607,603

Shares

Value (Note 1)

Sprint Corp. - FON Group

12,300

$ 627,300

WorldCom, Inc. (a)

19,489

894,058

7,390,738

TOTAL UTILITIES

17,369,147

TOTAL COMMON STOCKS

(Cost $133,038,091)

173,287,830

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

MediaOne Group, Inc.
(Vodafone AirTouch PLC) $3.63 PIES

4,700

423,000

Nonconvertible Preferred Stocks - 0.2%

ENERGY - 0.0%

Energy Services - 0.0%

R&B Falcon Corp. 13.875%

113

128,255

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II 8.875%

50

44,513

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital
Trust II 7.875%

190

173,333

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. 11.125% pay-in-kind

2,136

223,212

Publishing - 0.0%

PRIMEDIA, Inc. Series D, $10.00

600

55,500

TOTAL MEDIA & LEISURE

278,712

TOTAL NONCONVERTIBLE PREFERRED STOCKS

624,813

TOTAL PREFERRED STOCKS

(Cost $970,382)

1,047,813

Corporate Bonds - 15.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.1%

HEALTH - 0.4%

Drugs & Pharmaceuticals - 0.4%

Roche Holdings, Inc.
0% 1/19/15 (g)

-

$ 1,261,000

1,153,815

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Liberty Media Corp.
3.75% 2/15/30 (g)

Baa3

$ 481,000

$ 521,885

TECHNOLOGY - 0.4%

Computers & Office Equipment - 0.4%

Juniper Networks, Inc. 4.75% 3/15/07

B-

1,220,000

1,349,625

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (g)

B1

308,000

318,780

Telephone Services - 0.0%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

203,000

183,842

TOTAL UTILITIES

502,622

TOTAL CONVERTIBLE BONDS

3,527,947

Nonconvertible Bonds - 14.1%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co.
7.9% 3/1/03 (g)

Baa2

240,000

240,662

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.2%

Huntsman Corp.
9.5% 7/1/07 (g)

B2

370,000

337,625

Lyondell Chemical Co. 10.875% 5/1/09

B2

340,000

337,450

675,075

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

160,000

145,600

Packaging & Containers - 0.1%

Gaylord Container Corp. 9.75% 6/15/07

Caa1

210,000

163,800

Paper & Forest Products - 0.1%

APP China Group Ltd.
14% 3/15/10 unit (g)

B3

150,000

94,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Fort James Corp.
6.625% 9/15/04

Baa2

$ 45,000

$ 43,274

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

230,000

202,400

340,174

TOTAL BASIC INDUSTRIES

1,324,649

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.1%

Dayton Superior Corp.
13% 6/15/09 unit (g)

B3

160,000

158,400

Construction - 0.0%

Lennar Corp.
9.95% 5/1/10 (g)

Ba1

25,000

24,625

Real Estate - 0.2%

Duke Realty LP
7.3% 6/30/03

Baa1

500,000

491,350

LNR Property Corp.
9.375% 3/15/08

B1

160,000

139,200

630,550

Real Estate Investment Trusts - 0.8%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

100,000

93,160

Equity Office
Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

954,410

6.625% 2/15/05

Baa1

200,000

188,948

6.75% 2/15/08

Baa1

100,000

91,609

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

120,000

92,400

ProLogis Trust
6.7% 4/15/04

Baa1

70,000

66,675

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

86,265

6.875% 2/1/05

Baa2

1,000,000

956,150

2,529,617

TOTAL CONSTRUCTION & REAL ESTATE

3,343,192

ENERGY - 0.6%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

125,213

Energy Services - 0.0%

R&B Falcon Corp.
12.25% 3/15/06

Ba3

100,000

109,000

Oil & Gas - 0.6%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

351,209

Apache Corp.:

7.625% 7/1/19

Baa1

155,000

149,662

7.7% 3/15/26

Baa1

65,000

62,636

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

$ 100,000

$ 90,750

Chesapeake Energy Corp. 9.625% 5/1/05

B2

250,000

243,750

Conoco, Inc.
5.9% 4/15/04

A3

125,000

119,300

Ocean Energy, Inc.
7.625% 7/1/05

Ba1

190,000

179,550

Phillips Petroleum Co. 6.375% 3/30/09

Baa2

250,000

225,868

Plains Resources, Inc. Series B 10.25% 3/15/06

B2

200,000

198,000

YPF Sociedad Anonima
8% 2/15/04

B1

50,000

49,050

1,669,775

TOTAL ENERGY

1,903,988

FINANCE - 3.0%

Banks - 1.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

494,055

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

200,000

201,960

BankBoston Corp.
6.625% 2/1/04

A3

200,000

192,736

Barclays Bank PLC yankee 5.95% 7/15/01

A1

350,000

347,501

Capital One Bank
6.375% 2/15/03

Baa2

250,000

239,713

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

195,437

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

163,537

7.375% 9/17/04

Baa2

160,000

155,056

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

95,790

6.875% 11/15/02

Baa2

300,000

295,734

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

600,000

597,336

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

100,000

100,469

Summit Bancorp
8.625% 12/10/02

BBB+

100,000

101,231

3,284,329

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Credit & Other Finance - 1.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

$ 250,000

$ 227,325

AMRESCO, Inc.
9.875% 3/15/05

Caa3

220,000

102,300

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

233,693

Bellsouth Capital Funding Corp. 7.75% 2/15/10

Aa3

160,000

160,006

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

100,000

98,811

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,279

7.1% 6/23/04

A3

200,000

193,952

Finova Capital Corp.:

6.11% 2/18/03

Baa2

200,000

176,000

7.25% 11/8/04

Baa2

100,000

89,000

Ford Motor Credit Co.:

6.5% 2/28/02

A2

1,000,000

984,150

7.875% 6/15/10

A2

1,040,000

1,041,477

Household Finance Corp. 8% 5/9/05

A2

300,000

302,541

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

20,000

17,000

Imperial Credit Industries 9.875% 1/15/07

B3

330,000

237,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

340,000

323,513

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

353,265

6.875% 11/15/28

Baa1

735,000

635,510

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

98,000

TXU Eastern Funding 6.75% 5/15/09

Baa1

100,000

89,417

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

60,000

51,537

5,464,376

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

499,445

TOTAL FINANCE

9,248,150

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Unilab Corp.
12.75% 10/1/09

B3

70,000

72,100

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

844,770

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.1%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

$ 155,000

$ 134,850

7.875% 1/1/09

Ba2

170,000

144,500

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

120,000

112,946

392,296

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,237,066

MEDIA & LEISURE - 3.0%

Broadcasting - 2.6%

ACME Television LLC/ACME Financial Corp. 0% 9/30/04 (e)

B3

200,000

191,000

Adelphia Communications Corp. 9.875% 3/1/05

B1

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

608,036

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

194,500

Callahan Nordrhein Westfalen 14% 7/15/10 (g)

B3

250,000

250,000

CapStar Broadcasting Partners, Inc.
0% 2/1/09 (e)

B2

190,000

173,375

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

320,000

181,600

8.25% 4/1/07

B2

180,000

159,300

8.625% 4/1/09

B2

180,000

158,850

Continental Cablevision, Inc. 8.3% 5/15/06

A2

215,000

220,093

Diamond Cable Communications PLC
0% 2/15/07 (e)

B3

210,000

161,175

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

130,000

83,200

EchoStar DBS Corp. 9.375% 2/1/09

B2

260,000

250,900

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (g)

B3

195,000

173,550

International Cabletel, Inc. 0% 2/1/06 (e)

B3

250,000

230,000

LIN Holdings Corp.
0% 3/1/08 (e)

B3

270,000

177,525

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

$ 150,000

$ 143,127

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

150,000

103,500

NTL, Inc. 0% 4/1/08 (e)

B3

560,000

347,200

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

170,000

166,600

Satelites Mexicanos SA de CV 11.28% 6/30/04 (g)(i)

B1

74,000

67,340

Shaw Communications, Inc. 8.25% 4/11/10

Baa2

140,000

141,135

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

65,000

34,938

10.75% 3/15/10

B3

25,000

24,875

TCI Communications Financing III
9.65% 3/31/27

A3

180,000

198,864

Telewest PLC 0% 10/1/07 (e)

B1

270,000

257,850

Time Warner, Inc.
8.18% 8/15/07

Baa3

910,000

927,918

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (e)

B2

380,000

349,600

Series D 0% 5/15/06 (e)

B2

30,000

27,600

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

230,000

115,000

0% 2/1/10 (e)

B2

270,000

126,900

10.875% 11/1/07

B2

480,000

432,000

10.875% 8/1/09

B2

275,000

242,000

11.25% 11/1/09

B2

15,000

13,125

USA Networks, Inc./USANi LLC
6.75% 11/15/05

Baa3

580,000

552,450

7,817,676

Entertainment - 0.0%

Regal Cinemas, Inc. 9.5% 6/1/08

Ca

355,000

88,750

Lodging & Gaming - 0.0%

Horseshoe Gaming LLC 8.625% 5/15/09

B2

70,000

65,800

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

85,500

151,300

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

480,685

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

66,850

7.28% 6/30/28

Baa3

200,000

172,432

7.3% 4/30/28

Baa3

170,000

145,143

865,110

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Restaurants - 0.1%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

$ 170,000

$ 161,500

TOTAL MEDIA & LEISURE

9,084,336

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.625% 12/15/05

Baa3

150,000

143,370

6.8% 12/15/08

Baa3

200,000

187,565

330,935

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

200,000

185,752

TOTAL NONDURABLES

516,687

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

420,000

216,300

7.125% 1/15/07

Caa1

110,000

58,300

274,600

General Merchandise Stores - 0.1%

Federated Department Stores, Inc.
6.79% 7/15/27

Baa1

500,000

483,520

Grocery Stores - 0.1%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (d)

C

450,000

9,000

12% 3/1/06 (d)

Caa3

10,000

1,250

Kroger Co. 6% 7/1/00

Baa3

200,000

199,962

210,212

TOTAL RETAIL & WHOLESALE

968,332

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

40,200

Services - 0.1%

SITEL Corp.
9.25% 3/15/06

B3

250,000

220,000

TOTAL SERVICES

260,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.6%

Computer Services & Software - 0.3%

Concentric Network Corp. 12.75% 12/15/07

B-

$ 50,000

$ 52,500

Covad Communications Group, Inc.
12% 2/15/10

B3

355,000

275,125

Exodus Communications, Inc. 11.625% 7/15/10 (g)

B

280,000

281,400

PSINet, Inc.
10.5% 12/1/06

B3

260,000

239,200

848,225

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

300,000

284,763

7.25% 9/1/02

Baa1

250,000

241,973

Globix Corp.
12.5% 2/1/10

B-

95,000

78,375

605,111

Electronic Instruments - 0.0%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

80,000

73,600

Electronics - 0.1%

ChipPAC International Ltd. 12.75% 8/1/09

B3

40,000

43,000

Hadco Corp.
9.5% 6/15/08

B2

140,000

140,350

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

52,000

55,510

238,860

TOTAL TECHNOLOGY

1,765,796

TRANSPORTATION - 0.9%

Air Transportation - 0.4%

Atlas Air, Inc.:

8.77% 1/2/11

Ba1

86,129

83,115

9.375% 11/15/06

B3

220,000

213,400

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

70,000

67,683

7.73% 9/15/12

Baa1

28,243

26,975

Delta Air Lines, Inc.
7.9% 12/15/09

Baa3

500,000

464,750

US Air, Inc.
9.625% 2/1/01

B3

430,000

425,700

1,281,623

Railroads - 0.5%

Burlington Northern
Santa Fe Corp.:

6.875% 12/1/27

Baa2

1,000,000

860,780

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Burlington Northern
Santa Fe Corp.: - continued

7.29% 6/1/36

Baa2

$ 150,000

$ 146,609

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

332,302

1,339,691

TOTAL TRANSPORTATION

2,621,314

UTILITIES - 3.4%

Cellular - 0.5%

Cellnet Data Systems, Inc. 0% 10/1/07 (e)

-

300,000

24,000

Clearnet Communications, Inc. yankee 0% 12/15/05 (e)

B3

200,000

206,000

Crown Castle International Corp. 10.75% 8/1/11

B3

45,000

45,675

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

50,000

50,375

Leap Wireless International, Inc.:

0% 4/15/10 (e)(g)

-

65,000

27,300

12.5% 4/15/10 (g)

Caa2

75,000

66,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

270,000

205,200

Millicom International Cellular SA
0% 6/1/06 (e)

Caa1

241,000

204,850

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

420,000

312,900

9.375% 11/15/09

B1

170,000

163,200

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

B2

295,000

197,650

10.375% 11/15/09

B2

170,000

176,800

1,679,950

Electric Utility - 0.4%

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

300,000

267,204

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

165,000

166,115

Illinois Power Co.
7.5% 6/15/09

Baa1

150,000

146,427

Israel Electric Corp. Ltd. 7.75% 12/15/27 (g)

A3

545,000

467,147

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

$ 75,000

$ 77,640

Texas Utilities Co.
6.375% 1/1/08

Baa3

100,000

90,325

1,214,858

Gas - 0.3%

CMS Panhandle
Holding Co.:

6.125% 3/15/04

Baa3

150,000

141,675

7% 7/15/29

Baa3

150,000

125,880

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

500,000

499,900

767,455

Telephone Services - 2.2%

Allegiance Telecom, Inc. 12.875% 5/15/08

B3

200,000

216,500

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

700,000

695,681

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

935,000

949,895

Esat Telecom Group PLC 0% 2/1/07 (e)

Aa1

230,000

213,900

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

180,000

176,400

Global TeleSystems Group, Inc. 9.875% 2/15/05

Caa1

330,000

227,700

Globenet Communication Group Ltd.
13% 7/15/07

Caa1

560,000

565,600

Hermes Europe Railtel BV 11.5% 8/15/07

B3

150,000

125,250

ICG Holdings, Inc.
0% 9/15/05 (e)

B3

260,000

249,600

Intermedia Communications, Inc.
0% 3/1/09 (e)

B3

330,000

200,475

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

170,000

141,100

NEXTLINK Communications, Inc.
0% 12/1/09 (e)

B2

500,000

287,500

Ono Finance PLC
13% 5/1/09

Caa1

215,000

203,175

Rhythms NetConnections, Inc. 14% 2/15/10 (g)

B3

200,000

144,000

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

220,000

204,882

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

429,626

7.7% 7/20/29

Baa1

666,000

627,152

Versatel Telecom
International NV
13.25% 5/15/08

B3

150,000

152,250

Viatel, Inc. 11.25% 4/15/08

B3

250,000

187,500

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

WinStar Communications, Inc. 12.75% 4/15/10 (g)

B3

$ 450,000

$ 434,250

WorldCom, Inc.
8.875% 1/15/06

A3

184,000

190,782

6,623,218

TOTAL UTILITIES

10,285,481

TOTAL NONCONVERTIBLE BONDS

42,871,953

TOTAL CORPORATE BONDS

(Cost $48,683,174)

46,399,900

U.S. Government and Government
Agency Obligations - 10.4%

U.S. Government Agency Obligations - 1.7%

Fannie Mae:

6.5% 4/29/09

Aaa

1,600,000

1,494,752

7.125% 2/15/05

Aaa

1,315,000

1,320,339

7.25% 5/15/30

Aaa

660,000

673,435

Federal Home Loan Bank 7.59% 3/10/05

Aaa

190,000

193,859

Freddie Mac:

5.75% 3/15/09

Aaa

800,000

728,624

6.25% 7/15/04

Aaa

310,000

301,379

6.875% 1/15/05

Aaa

185,000

183,844

7% 7/15/05

Aaa

250,000

249,650

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

34,670

35,168

Tennessee Valley Authority 7.125% 5/1/30

Aaa

140,000

140,588

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

5,321,638

U.S. Treasury Obligations - 8.7%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

1,660,000

1,676,600

8.875% 8/15/17

Aaa

3,805,000

4,850,195

9.875% 11/15/15

Aaa

625,000

847,463

14% 11/15/11

Aaa

490,000

680,488

U.S. Treasury Notes:

5.5% 5/31/03

Aaa

6,000,000

5,861,220

5.5% 2/15/08

Aaa

100,000

95,719

5.625% 9/30/01

Aaa

140,000

138,512

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

5.875% 10/31/01

Aaa

$ 1,950,000

$ 1,934,771

5.875% 11/15/04

Aaa

2,850,000

2,808,590

6.5% 5/31/02

Aaa

3,010,000

3,013,763

7% 7/15/06

Aaa

3,750,000

3,885,938

U.S. Treasury Notes -
coupon STRIPS
0% 11/15/11

Aaa

1,430,000

709,652

TOTAL U.S. TREASURY OBLIGATIONS

26,502,911

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $31,715,419)

31,824,549

U.S. Government Agency -
Mortgage Securities - 13.0%

Fannie Mae - 9.1%

5.5% 2/1/11

Aaa

156,534

145,429

6% 4/1/09 to 1/1/29

Aaa

1,860,194

1,734,133

6.5% 11/1/25 to 7/1/29

Aaa

11,136,937

10,514,432

6.5% 7/1/30 (h)

Aaa

3,500,000

3,298,750

7% 12/1/24 to 9/1/28

Aaa

3,344,454

3,236,903

7.5% 5/1/15 to 1/1/30

Aaa

8,490,673

8,375,883

8% 12/1/29

Aaa

499,027

501,053

TOTAL FANNIE MAE

27,806,583

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

367,456

363,782

Government National Mortgage Association - 3.8%

6.5% 4/15/28 to 4/15/29

Aaa

10,337,543

9,813,560

7% 1/15/28 to 12/15/28

Aaa

636,734

619,020

7.5% 6/15/27 to 3/15/28

Aaa

1,153,223

1,145,846

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,578,426

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $41,146,234)

39,748,791

Asset-Backed Securities - 0.8%

American Express Credit Account Master Trust
6.1% 12/15/06

A1

200,000

192,297

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

510,000

503,067

6.4% 12/15/02

Aa2

80,000

78,960

7.03% 11/15/03

Aaa

145,000

144,887

Key Auto Finance Trust:

6.3% 10/15/03

A2

197,699

196,711

6.65% 10/15/03

Baa3

59,053

58,979

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Premier Auto Trust
5.59% 2/9/04

Aaa

$ 1,000,000

$ 970,310

Sears Credit Account Master Trust II
7.5% 11/15/07

A2

200,000

200,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,390,044)

2,345,211

Commercial Mortgage Securities - 0.9%

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

202,245

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (g)(i)

A2

300,000

299,543

Class E, 7.4913% 1/10/13 (g)(i)

Baa2

420,000

418,130

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

500,000

501,484

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(i)

Baa3

500,000

432,285

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

450,000

454,359

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

500,000

473,242

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,876,556)

2,781,288

Foreign Government and Government
Agency Obligations (j) - 0.2%

Korean Republic yankee:

8.75% 4/15/03

Baa2

80,000

81,437

8.875% 4/15/08

Baa2

116,000

119,654

Quebec Province yankee:

6.86% 4/15/26 (f)

A2

250,000

240,255

7.125% 2/9/24

A2

30,000

28,337

7.5% 7/15/23

A2

30,000

29,574

United Mexican States 9.875% 2/1/10

Baa3

200,000

209,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $727,451)

708,257

Supranational Obligations - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

$ 500,000

$ 476,310

Cash Equivalents - 3.0%

Shares

Taxable Central Cash Fund,
6.59% (c)
(Cost $9,219,794)

9,219,794

9,219,794

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $271,264,000)

307,839,743

NET OTHER ASSETS - (0.9)%

(2,855,046)

NET ASSETS - 100%

$ 304,984,697

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end,
the value of these securities amounted to $8,427,464 or 2.8% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value
of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.2%

AAA, AA, A

25.5%

Baa

6.9%

BBB

5.9%

Ba

0.4%

BB

0.6%

B

3.9%

B

4.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.5%. FMR has determined that unrated debt securities that are lower quality account for 0.5% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $224,411,074 and $262,292,592, respectively, of which long-term U.S. government and government agency obligations aggregated $59,871,450 and $60,369,656, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $8,986 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $34 and 0% of net assets.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $266,299,649. Net unrealized appreciation aggregated $41,540,094, of which $50,485,729 related to appreciated investment securities and $8,945,635 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $271,264,000) -
See accompanying schedule

$ 307,839,743

Commitment to sell securities on a delayed delivery basis

$ (5,690,625)

Receivable for securities sold on a delayed delivery basis

5,685,000

(5,625)

Receivable for investments sold, regular delivery

3,535,259

Cash

23,298

Receivable for fund shares sold

242,446

Dividends receivable

49,966

Interest receivable

1,666,464

Other receivables

44,424

Total assets

313,395,975

Liabilities

Payable for investments purchased
Regular delivery

4,592,826

Delayed delivery

3,294,642

Payable for fund shares redeemed

376,552

Accrued management fee

108,417

Distribution fees payable

2,544

Other payables and
accrued expenses

36,297

Total liabilities

8,411,278

Net Assets

$ 304,984,697

Net Assets consist of:

Paid in capital

$ 259,384,219

Undistributed net investment income

5,026,674

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

4,004,148

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

36,569,656

Net Assets

$ 304,984,697

Initial Class:
Net Asset Value, offering price
and redemption price per share ($274,792,464
÷
18,214,675 shares)

$15.09

Service Class:
Net Asset Value, offering
price and redemption price
per share ($29,480,101
÷
1,961,121 shares)

$15.03

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($712,132
÷ 47,418 shares)

$15.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 1,026,288

Interest

4,833,980

Security lending

131

Total income

5,860,399

Expenses

Management fee

$ 667,765

Transfer agent fees

101,971

Distribution fees

13,916

Accounting and security lending fees

59,780

Non-interested trustees' compensation

506

Custodian fees and expenses

13,860

Audit

14,098

Legal

1,823

Reports to shareholders

309

Miscellaneous

137

Total expenses before reductions

874,165

Expense reductions

(26,193)

847,972

Net investment income

5,012,427

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,969,880

Foreign currency transactions

(4,097)

4,965,783

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,411,603)

Assets and liabilities in
foreign currencies

(1,569)

Delayed delivery commitments

(5,625)

(11,418,797)

Net gain (loss)

(6,453,014)

Net increase (decrease) in net assets resulting from operations

$ (1,440,587)

Other Information

Expense reductions
Directed brokerage arrangements

$ 25,816

Custodian credits

377

$ 26,193

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 5,012,427

$ 10,132,202

Net realized gain (loss)

4,965,783

7,580,954

Change in net unrealized appreciation (depreciation)

(11,418,797)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(1,440,587)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(8,369,238)

(8,692,279)

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(27,604,335)

36,165,081

Total increase (decrease) in net assets

(47,440,129)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $5,026,674 and $10,132,202, respectively)

$ 304,984,697

$ 352,424,826

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

800,778

$ 11,898,820

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(4,066,967)

(61,054,219)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,120,016)

$ (32,249,345)

1,237,404

$ 18,893,878

Service Class
Sold

289,094

$ 4,329,594

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,571

37,189

563,405

Redeemed

(125,685)

(1,874,764)

(43,583)

(679,444)

Net increase (decrease)

264,264

$ 3,938,401

1,101,906

$ 17,271,203

Service Class 2 A
Sold

47,040

$ 701,059

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(2)

(31)

-

-

Net increase (decrease)

47,418

$ 706,609

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 7,684,570

$ 8,389,449

Service Class

682,102

302,830

Service Class 2 A

2,566

-

Total

$ 8,369,238

$ 8,692,279

$ 18,395,207

$ 16,171,682

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 H

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

$ 10.00

Income from Investment Operations

Net investment income

.24 D

.45 D

.44 D

.44 D

.33

.14

Net realized and unrealized gain (loss)

(.27)

.24

2.00

2.22

.78

1.25

Total from investment operations

(.03)

.69

2.44

2.66

1.11

1.39

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

(.14)

From net realized gain

(.40)

(.43)

(.55)

-

(.04)

(.08)

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

(.22)

Net asset value, end of period

$ 15.09

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Total Return B, C

(0.06)%

4.55%

17.64%

22.18%

9.98%

13.92%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 274,792

$ 325,371

$ 307,681

$ 214,538

$ 103,110

$ 43,155

Ratio of expenses to average net assets

.55% A

.57%

.59%

.61%

.72%

1.42% F

Ratio of expenses to average net assets after
expense reductions

.53% A, G

.55% G

.58% G

.60% G

.71% G

1.42%

Ratio of net investment income to average net assets

3.20% A

2.87%

2.94%

3.28%

3.63%

3.56%

Portfolio turnover

148% A

108%

94%

98%

163%

248%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.23

.43

.41

.08

Net realized and unrealized gain (loss)

(.27)

.24

1.98

.35

Total from investment operations

(.04)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net realized gain

(.40)

(.43)

(.55)

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 15.03

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(0.13)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 29,480

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.65% A

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.63% A, G

.66% G

.69% G

.71% A

Ratio of net investment income to average net assets

3.10% A

2.77%

2.79%

3.43% A

Portfolio turnover

148% A

108%

94%

98%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income D

.20

Net realized and unrealized gain (loss)

.10 G

Total from investment operations

.30

Less Distributions

From net investment income

(.47)

From net realized gain

(.40)

Total distributions

(.87)

Net asset value, end of period

$ 15.02

Total Return B, C

2.05%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 712

Ratio of expenses to average net assets

.79% A

Ratio of expenses to average net assets after expense reductions

.77% A, F

Ratio of net investment income to average net assets

2.96% A

Portfolio turnover

148% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars voted

Affirmative

276,319,488.69

94.617

Against

4,151,739.32

1.422

Abstain

11,567,630.61

3.961

TOTAL

292,038,858.62

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars voted

Affirmative

272,189,750.93

93.203

Against

4,507,278.92

1.544

Abstain

15,341,828.77

5.253

TOTAL

292,038,858.62

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars voted

Affirmative

268,161,500.09

91.824

Against

5,337,639.43

1.828

Abstain

18,539,719.10

6.348

TOTAL

292,038,858.62

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars voted

Affirmative

267,614,072.73

91.636

Against

5,806,227.04

1.989

Abstain

18,618,558.85

6.375

TOTAL

292,038,858.62

100.000

PROPOSAL 7

To modify the fund's fundamental investment objective and eliminate a fundamental investment policy of the fund.

# of Dollars Voted

% of Dollars voted

Affirmative

267,914,892.06

91.739

Against

7,333,491.83

2.512

Abstain

16,790,474.73

5.749

TOTAL

292,038,858.62

100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars voted

Affirmative

267,037,890.43

91.439

Against

7,842,324.91

2.686

Abstain

17,158,643.28

5.875

TOTAL

292,038,858.62

100.000

PROPOSAL 9

To amend the fundamental investment limitation concerning underwriting.

# of Dollars Voted

% of Dollars voted

Affirmative

266,860,588.67

91.378

Against

8,492,005.75

2.908

Abstain

16,686,264.20

5.714

TOTAL

292,038,858.62

100.000

PROPOSAL 10

To amend the fundamental investment limitation concerning concentration.

# of Dollars Voted

% of Dollars voted

Affirmative

267,900,537.74

91.735

Against

7,342,176.47

2.514

Abstain

16,796,144.41

5.751

TOTAL

292,038,858.62

100.000

* Denotes trust-wide proposals and voting results.

Balanced Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
year

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Initial Class

5.78%

17.22%

17.90%

Asset Manager: Growth Composite

6.73%

18.15%

19.50%

S&P 500 ®

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

LB 3 Month T-Bill

5.57%

5.41%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.

* not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Initial Class on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $24,654 - a 146.54% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,079 - a 240.79% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $14,798 - a 47.98% increase.

You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $26,247 - a 162.47% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.8

Intel Corp.

2.4

Cisco Systems, Inc.

2.4

Microsoft Corp.

2.3

Pfizer, Inc.

1.6

11.5

Top Five Market Sectors as of June 30, 2000

(stocks only)

% of fund's
net assets

Technology

29.1

Health

9.3

Finance

6.4

Utilities

6.0

Energy

4.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock Class 73.4%

Bond Class 20.6%

Short-Term Class 6.0%



* Foreign
investments 4.4%

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bart Grenier became Portfolio Manager of Asset Manager: Growth Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000, the fund trailed the Asset Manager: Growth Composite Index, which returned 0.95% and 6.73%, respectively.

Q. What asset allocation strategies did you pursue during the six-month period?

A. The fund continued to slightly emphasize equities, with just over 71% of its assets on average invested in this class during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an advantage over the composite index early in the period. However, even with the equity rally in June, the fund's gains during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May. On the bond side, the fund focused on high-yield securities, which hurt, although our exposure to investment-grade debt did help offset some of those losses.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider maintained the fund's tilt toward the sectors of the economy with a high growth orientation. The fund's overweighting in technology aided performance, as we were able to uncover several large, high-quality tech names that effectively weathered the correction in the spring and posted big numbers for the period. We also took advantage of several good growth stories among some smaller-cap companies that fared extremely well. Our best tech picks overall included Texas Instruments, LSI Logic, Integrated Device Technology and Comverse. The fund's exposure to health stocks, particularly IVAX, Techne and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, including mutual fund distributor Waddell & Reed and insurer American International Group, were meaningful contributors. Conversely, we were caught holding a handful of disappointments within the tech sector, notably Microsoft, Lucent Technologies, QLogic and Harmonic. Steve sold off fund positions in Waddell & Reed, QLogic and Harmonic prior to the close of the period. The decline in retail stocks during the period dragged down fund holdings Wal-Mart and Home Depot. Poorly performing utility stocks, most notably Qualcomm and AT&T, also weighed on performance. Overall, the equity subportfolio trailed the Standard & Poor's 500 Index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the fund's bond subportfolio fare?

A. Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. The decision to reduce the fund's exposure to long-term corporate bonds was a good one, as the performance of these securities deteriorated along side all other spread sectors during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio. On the other hand, high-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$564 million

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.7%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.3%

Northrop Grumman Corp.

8,400

$ 556,500

Textron, Inc.

16,700

907,019

1,463,519

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Eastman Chemical Co.

8,600

410,650

Engelhard Corp.

24,200

412,913

Pharmacia Corp.

38,700

2,000,306

Praxair, Inc.

11,500

430,531

W.R. Grace & Co. (a)

37,300

452,263

3,706,663

Paper & Forest Products - 0.2%

Westvaco Corp.

39,800

987,538

TOTAL BASIC INDUSTRIES

4,694,201

CONSTRUCTION & REAL ESTATE - 0.1%

Engineering - 0.1%

MasTec, Inc. (a)

20,100

767,569

DURABLES - 0.2%

Consumer Durables - 0.1%

Minnesota Mining & Manufacturing Co.

5,500

453,750

Consumer Electronics - 0.1%

Whirlpool Corp.

8,300

386,988

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

10,400

366,600

TOTAL DURABLES

1,207,338

ENERGY - 4.5%

Energy Services - 0.1%

BJ Services Co. (a)

11,900

743,750

Oil & Gas - 4.4%

Amerada Hess Corp.

28,000

1,729,000

EOG Resources, Inc.

25,400

850,900

Exxon Mobil Corp.

106,800

8,383,800

Murphy Oil Corp.

28,200

1,676,138

Noble Affiliates, Inc.

21,300

793,425

Occidental Petroleum Corp.

89,600

1,887,200

Ocean Energy, Inc. (a)

136,900

1,942,269

Royal Dutch Petroleum Co. (NY Shares)

66,300

4,081,594

Tosco Corp.

26,600

753,113

Valero Energy Corp.

54,400

1,727,200

Vintage Petroleum, Inc.

35,800

807,738

24,632,377

TOTAL ENERGY

25,376,127

Shares

Value (Note 1)

FINANCE - 6.4%

Banks - 1.1%

Bank of America Corp.

50,800

$ 2,184,400

Northern Trust Corp.

10,100

657,131

Silicon Valley Bancshares (a)

36,600

1,560,075

Wells Fargo & Co.

51,000

1,976,250

6,377,856

Credit & Other Finance - 1.7%

American Express Co.

41,400

2,157,975

Citigroup, Inc.

125,700

7,573,425

9,731,400

Insurance - 1.9%

American International Group, Inc.

47,100

5,534,250

CIGNA Corp.

22,300

2,085,050

First Health Group Corp. (a)

23,500

771,094

Hartford Financial Services Group, Inc.

13,500

755,156

Marsh & McLennan Companies, Inc.

7,100

741,506

PMI Group, Inc.

13,200

627,000

10,514,056

Savings & Loans - 0.2%

Dime Bancorp, Inc.

37,000

582,750

Golden West Financial Corp.

17,300

706,056

1,288,806

Securities Industry - 1.5%

Bear Stearns Companies, Inc.

33,900

1,411,088

Eaton Vance Corp. (non-vtg.)

19,100

883,375

Lehman Brothers Holdings, Inc.

16,700

1,579,194

Merrill Lynch & Co., Inc.

14,600

1,679,000

Morgan Stanley Dean Witter & Co.

35,200

2,930,400

8,483,057

TOTAL FINANCE

36,395,175

HEALTH - 9.2%

Drugs & Pharmaceuticals - 6.2%

American Home Products Corp.

40,400

2,373,500

Amgen, Inc.

31,600

2,219,900

Andrx Corp. (a)

14,700

939,652

Bristol-Myers Squibb Co.

61,300

3,570,725

Eli Lilly & Co.

33,700

3,365,788

Forest Laboratories, Inc. (a)

9,400

949,400

IVAX Corp. (a)

63,500

2,635,250

Jones Pharma, Inc.

41,100

1,641,431

Merck & Co., Inc.

70,700

5,417,388

Pfizer, Inc.

192,675

9,248,400

Schering-Plough Corp.

45,400

2,292,700

34,654,134

Medical Equipment & Supplies - 2.0%

Abbott Laboratories

47,000

2,094,438

Johnson & Johnson

43,000

4,380,625

Millipore Corp.

15,300

1,153,238

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Techne Corp. (a)

22,400

$ 2,912,000

Varian Medical Systems, Inc. (a)

19,000

743,375

11,283,676

Medical Facilities Management - 1.0%

Quest Diagnostics, Inc. (a)

14,100

1,053,975

Trigon Healthcare, Inc. (a)

20,300

1,046,719

UnitedHealth Group, Inc.

32,400

2,778,300

Universal Health Services, Inc. Class B (a)

14,100

923,550

5,802,544

TOTAL HEALTH

51,740,354

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.5%

Adtran, Inc. (a)

25,300

1,514,838

General Electric Co.

304,600

16,143,777

Scientific-Atlanta, Inc.

30,600

2,279,700

19,938,315

Industrial Machinery & Equipment - 0.9%

Asyst Technologies, Inc. (a)

37,800

1,294,650

Deere & Co.

34,400

1,272,800

Tyco International Ltd.

52,300

2,477,713

5,045,163

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

24,983,478

MEDIA & LEISURE - 2.7%

Broadcasting - 0.5%

NTL, Inc. warrants 10/14/08 (a)

427

17,507

Time Warner, Inc.

39,800

3,024,800

3,042,307

Entertainment - 1.3%

Mandalay Resort Group (a)

65,300

1,306,000

Viacom, Inc. Class B (non-vtg.) (a)

47,100

3,211,631

Walt Disney Co.

64,000

2,484,000

7,001,631

Leisure Durables & Toys - 0.2%

Brunswick Corp.

30,300

501,844

Callaway Golf Co.

30,700

500,794

1,002,638

Publishing - 0.6%

Dow Jones & Co., Inc.

18,400

1,347,800

Gannett Co., Inc.

7,100

424,669

McGraw-Hill Companies, Inc.

25,600

1,382,400

The New York Times Co. Class A

11,200

442,400

3,597,269

Shares

Value (Note 1)

Restaurants - 0.1%

Brinker International, Inc. (a)

18,300

$ 535,275

TOTAL MEDIA & LEISURE

15,179,120

NONDURABLES - 2.4%

Beverages - 1.4%

Anheuser-Busch Companies, Inc.

13,500

1,008,281

Pepsi Bottling Group, Inc.

84,200

2,457,588

The Coca-Cola Co.

76,400

4,388,225

7,854,094

Foods - 0.6%

Quaker Oats Co.

14,100

1,059,263

Sysco Corp.

49,400

2,080,975

3,140,238

Household Products - 0.4%

Procter & Gamble Co.

40,700

2,330,075

TOTAL NONDURABLES

13,324,407

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

11,500

107,970

RETAIL & WHOLESALE - 3.2%

Apparel Stores - 0.6%

Talbots, Inc.

30,000

1,648,125

The Limited, Inc.

45,600

986,100

Venator Group, Inc. (a)

79,600

815,900

3,450,125

General Merchandise Stores - 1.7%

BJ's Wholesale Club, Inc. (a)

49,600

1,636,800

Wal-Mart Stores, Inc.

137,800

7,940,725

9,577,525

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

71,200

3,555,550

Tiffany & Co., Inc.

24,300

1,640,250

5,195,800

TOTAL RETAIL & WHOLESALE

18,223,450

SERVICES - 0.5%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

12,100

893,131

Services - 0.3%

Manpower, Inc.

6,600

211,200

Robert Half International, Inc. (a)

25,200

718,200

Teletech Holdings, Inc. (a)

25,900

804,519

1,733,919

TOTAL SERVICES

2,627,050

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 29.1%

Communications Equipment - 6.2%

ADC Telecommunications, Inc. (a)

11,300

$ 947,788

Cable Design Technologies Corp. (a)

40,800

1,366,800

Cisco Systems, Inc. (a)

213,700

13,583,306

Comverse Technology, Inc. (a)

17,700

1,646,100

Corning, Inc.

8,500

2,293,938

Lucent Technologies, Inc.

102,100

6,049,425

Nokia AB sponsored ADR

14,300

714,106

Nortel Networks Corp.

102,500

7,110,267

Tollgrade Communications, Inc. (a)

11,200

1,484,000

35,195,730

Computer Services & Software - 6.2%

Adobe Systems, Inc.

4,000

520,000

Amdocs Ltd. (a)

10,300

790,525

America Online, Inc. (a)

70,600

3,724,150

BEA Systems, Inc. (a)

19,200

949,200

BroadVision, Inc. (a)

10,800

548,775

Microsoft Corp. (a)

161,000

12,880,000

Oracle Corp. (a)

108,600

9,129,188

Remedy Corp. (a)

16,100

897,575

Siebel Systems, Inc. (a)

5,800

948,663

Sybase, Inc. (a)

88,500

2,035,500

Symantec Corp. (a)

11,300

609,494

Yahoo!, Inc. (a)

16,800

2,081,100

35,114,170

Computers & Office Equipment - 4.6%

Apple Computer, Inc. (a)

13,000

680,875

Dell Computer Corp. (a)

79,300

3,910,481

EMC Corp. (a)

66,800

5,139,425

Hewlett-Packard Co.

37,800

4,720,275

International Business Machines Corp.

53,700

5,883,506

Maxtor Corp. (a)

55,900

590,444

Sun Microsystems, Inc. (a)

57,500

5,228,906

26,153,912

Electronic Instruments - 2.5%

Applied Materials, Inc. (a)

33,700

3,054,063

Credence Systems Corp. (a)

30,200

1,666,663

Electro Scientific Industries, Inc. (a)

29,600

1,303,325

KLA-Tencor Corp. (a)

10,500

614,906

Kulicke & Soffa Industries, Inc. (a)

13,700

813,438

LAM Research Corp. (a)

39,100

1,466,250

LTX Corp. (a)

19,700

688,269

Meade Instruments Corp. (a)

64,400

1,618,050

Teradyne, Inc. (a)

23,000

1,690,500

Trimble Navigation Ltd. (a)

17,300

844,456

13,759,920

Electronics - 9.6%

Advanced Micro Devices, Inc. (a)

27,200

2,101,200

Altera Corp. (a)

20,300

2,069,331

Amkor Technology, Inc. (a)

16,900

596,781

Amphenol Corp. Class A (a)

39,600

2,621,025

Shares

Value (Note 1)

Analog Devices, Inc. (a)

22,500

$ 1,710,000

Arrow Electronics, Inc. (a)

14,900

461,900

Atmel Corp. (a)

36,700

1,353,313

AVX Corp.

50,000

1,146,875

Burr-Brown Corp. (a)

30,700

2,661,306

Cypress Semiconductor Corp. (a)

38,900

1,643,525

Integrated Device Technology, Inc. (a)

45,700

2,736,288

Intel Corp.

103,400

13,823,288

International Rectifier Corp. (a)

41,800

2,340,800

KEMET Corp. (a)

49,800

1,248,113

LSI Logic Corp. (a)

10,400

562,900

Microchip Technology, Inc. (a)

10,800

629,269

Motorola, Inc.

65,697

1,909,319

National Semiconductor Corp. (a)

7,600

431,300

PMC-Sierra, Inc. (a)

3,800

675,213

SDL, Inc. (a)

3,900

1,112,231

Semtech Corp. (a)

28,400

2,172,156

Technitrol, Inc.

5,600

542,500

Texas Instruments, Inc.

72,000

4,945,500

Three-Five Systems, Inc. (a)

11,000

649,000

Vishay Intertechnology, Inc. (a)

51,000

1,934,813

Xilinx, Inc. (a)

24,100

1,989,756

54,067,702

TOTAL TECHNOLOGY

164,291,434

TRANSPORTATION - 0.1%

Air Transportation - 0.0%

Delta Air Lines, Inc.

4,600

232,588

Trucking & Freight - 0.1%

C.H. Robinson Worldwide, Inc.

5,000

247,500

TOTAL TRANSPORTATION

480,088

UTILITIES - 4.8%

Cellular - 0.2%

McCaw International Ltd. warrants 4/16/07 (a)(f)

910

2,275

QUALCOMM, Inc. (a)

5,500

330,000

Sprint Corp. - PCS Group Series 1 (a)

13,500

803,250

1,135,525

Electric Utility - 1.0%

Calpine Corp. (a)

29,400

1,933,050

Entergy Corp.

26,400

717,750

PECO Energy Co.

18,000

725,625

PPL Corp.

30,900

677,869

Public Service Enterprise Group, Inc.

24,800

858,700

TXU Corp.

26,700

787,650

5,700,644

Gas - 0.3%

Columbia Energy Group

12,000

787,500

Enron Corp.

11,200

722,400

1,509,900

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - 3.3%

AT&T Corp.

114,800

$ 3,630,550

Bell Atlantic Corp.

48,000

2,439,000

BellSouth Corp.

58,200

2,480,775

GTE Corp.

29,800

1,855,050

Ono Finance PLC rights 5/31/09 (a)(f)

310

3,100

Pathnet, Inc. warrants 4/15/08 (a)(f)

840

8,400

SBC Communications, Inc.

105,500

4,562,875

WorldCom, Inc. (a)

87,800

4,027,825

19,007,575

TOTAL UTILITIES

27,353,644

TOTAL COMMON STOCKS

(Cost $325,944,798)

388,214,924

Nonconvertible Preferred Stocks - 1.8%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred Capital Corp. $2.2812

30,171

641,134

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

160

142,442

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II 7.875%

386

352,140

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

2,183

224,849

CSC Holdings, Inc. 11.125% pay-in-kind

14,567

1,522,252

1,747,101

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

376,322

Series D, $10.00

4,544

420,320

796,642

TOTAL MEDIA & LEISURE

2,543,743

Shares

Value (Note 1)

UTILITIES - 1.2%

Cellular - 0.6%

Crown Castle International Corp. 12.75% pay-in-kind

358

$ 365,160

Nextel Communications, Inc. 11.125% pay-in-kind

2,851

2,751,215

3,116,375

Telephone Services - 0.6%

Adelphia Business Solution, Inc. 12.875% pay-in-kind

873

781,335

Intermedia Communications, Inc. 13.5% pay-in-kind

820

795,400

IXC Communications, Inc. 12.5% pay-in-kind

263

263,000

NEXTLINK Communications, Inc. 14% pay-in-kind

33,088

1,687,488

3,527,223

TOTAL UTILITIES

6,643,598

TOTAL NONCONVERTIBLE
PREFERRED STOCKS

(Cost $10,734,609)

10,323,057

Corporate Bonds - 13.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.4%

HEALTH - 0.3%

Medical Facilities Management - 0.3%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 1,290,000

1,062,638

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

500,000

332,500

1,395,138

MEDIA & LEISURE - 0.1%

Lodging & Gaming - 0.1%

Hilton Hotels Corp. 5% 5/15/06

Ba2

660,000

521,400

TOTAL CONVERTIBLE BONDS

1,916,538

Nonconvertible Bonds - 13.5%

AEROSPACE & DEFENSE - 0.1%

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc. 9.25% 12/1/06

Ba3

652,000

652,000

BASIC INDUSTRIES - 1.0%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

635,000

622,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

BASIC INDUSTRIES - continued

Chemicals & Plastics - continued

Huntsman Corp. 9.5% 7/1/07 (f)

B2

$ 565,000

$ 515,563

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

200,000

200,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

890,000

881,100

10.875% 5/1/09

B2

440,000

436,700

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

313,769

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

470,000

380,700

3,350,132

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp. 12.75% 2/1/03

B3

305,000

277,550

Packaging & Containers - 0.3%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

431,200

9.75% 6/15/07

Caa1

660,000

514,800

Norampac, Inc. 9.5% 2/1/08

B1

390,000

376,350

Packaging Corp. of America 9.625% 4/1/09

B2

370,000

365,375

1,687,725

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

77,378

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

380,000

334,400

411,778

TOTAL BASIC INDUSTRIES

5,727,185

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.0%

Numatics, Inc. 9.625% 4/1/08

B3

30,000

24,000

Construction - 0.1%

Blount, Inc. 13% 8/1/09

B3

270,000

274,725

Engineering - 0.0%

Anteon Corp. 12% 5/15/09

B3

170,000

153,000

Real Estate - 0.0%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

94,976

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

$ 100,000

$ 93,160

7.125% 3/15/04

Baa2

110,000

105,585

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

100,000

96,114

6.75% 2/15/08

Baa1

100,000

91,609

Pinnacle Holdings, Inc. 0% 3/15/08 (e)

B3

285,000

198,075

584,543

TOTAL CONSTRUCTION & REAL ESTATE

1,131,244

DURABLES - 0.0%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 6.5% 6/1/02

Baa1

120,000

116,878

Consumer Electronics - 0.0%

Whirlpool Corp. 8.6% 5/1/10

Baa1

40,000

41,276

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

135,000

128,887

TOTAL DURABLES

287,041

ENERGY - 0.4%

Coal - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

330,000

306,075

Energy Services - 0.1%

Baker Hughes, Inc. 5.8% 2/15/03

A2

90,000

86,184

R&B Falcon Corp. 6.5% 4/15/03

Ba3

320,000

296,800

RBF Finance Co. 11% 3/15/06

Ba3

300,000

321,000

703,984

Oil & Gas - 0.2%

Apache Corp. 7.625% 7/1/19

Baa1

75,000

72,417

Chesapeake Energy Corp. 9.625% 5/1/05

B2

680,000

663,000

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,880

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

94,964

8.125% 10/15/05

Baa1

140,000

141,666

8.375% 7/15/04

Baa1

195,000

196,743

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Petro-Canada 7% 11/15/28

A3

$ 50,000

$ 43,660

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

60,000

63,205

1,377,535

TOTAL ENERGY

2,387,594

FINANCE - 1.0%

Banks - 0.2%

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

70,686

BankBoston Corp. 6.625% 2/1/04

A3

60,000

57,821

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

124,651

6.65% 3/15/04

Baa3

260,000

249,730

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

93,065

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Den Danske Bank AS 6.375% 6/15/08 (f)(i)

A1

170,000

156,081

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

91,388

Providian National Bank 6.7% 3/15/03

Baa3

100,000

95,634

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

50,000

51,934

1,094,764

Credit & Other Finance - 0.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

125,000

113,663

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

470,000

218,550

10% 3/15/04

Caa3

210,000

96,600

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

144,867

Details Capital Corp. 0% 11/15/07 (e)

Caa1

85,000

56,100

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

140,000

148,050

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,206

7.1% 6/23/04

A3

100,000

96,976

Finova Capital Corp.:

6.11% 2/18/03

Baa2

50,000

44,000

7.25% 11/8/04

Baa2

110,000

97,900

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

First Security Capital I 8.41% 12/15/26

A3

$ 110,000

$ 101,908

Ford Motor Credit Co.:

6.4513% 7/16/01 (i)

A2

400,000

400,433

7.5% 3/15/05

A2

140,000

138,950

7.875% 6/15/10

A2

400,000

400,568

Heller Financial, Inc. 6% 3/19/04

A3

180,000

168,451

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

280,000

182,000

7.6% 8/1/07

Ba2

790,000

418,700

7.875% 8/1/03

Ba2

130,000

80,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

130,000

123,696

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

37,693

6.875% 11/15/28

Baa1

90,000

77,818

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

99,063

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

58,267

6.75% 5/15/09

Baa1

90,000

80,475

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

150,000

151,500

3,591,034

Savings & Loans - 0.1%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

80,000

71,200

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

85,394

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

138,011

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

97,625

392,230

Securities Industry - 0.1%

Amvescap PLC yankee 6.375% 5/15/03

A3

200,000

190,872

Goldman Sachs Group LP 6.6338% 7/27/00 (i)(k)

A1

400,000

399,966

590,838

TOTAL FINANCE

5,668,866

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

112,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - continued

Medical Facilities Management - continued

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

$ 330,000

$ 313,500

Unilab Corp. 12.75% 10/1/09

B3

150,000

154,500

580,700

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

425,700

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(f)

-

500,000

255,000

Tyco International Group SA:

7% 6/15/28

Baa1

280,000

240,696

yankee 6.375% 6/15/05

Baa1

30,000

28,618

950,014

Pollution Control - 0.4%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

209,300

7.625% 1/1/06

Ba2

195,000

169,650

10% 8/1/09

B2

1,795,000

1,507,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

169,400

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

100,000

99,343

7.1% 8/1/26

Ba1

40,000

37,649

2,193,142

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

3,143,156

MEDIA & LEISURE - 4.5%

Broadcasting - 3.6%

Adelphia Communications Corp. 9.875% 3/1/07

B1

1,230,000

1,168,500

AMFM Operating, Inc. 12.625% 10/31/06 pay-in-kind

-

257,300

302,328

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

350,000

283,500

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

210,000

196,442

Callahan Nordrhein Westfalen 14% 7/15/10 (f)

B3

770,000

770,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 10% 4/1/09

B2

$ 705,000

$ 683,850

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

210,000

203,700

10.25% 7/1/07

B3

1,335,000

1,353,356

Clear Channel Communications, Inc.:

6.875% 6/15/18

Baa3

320,000

275,104

7.875% 6/15/05

Baa3

90,000

89,577

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

580,000

539,400

CSC Holdings, Inc. 10.5% 5/15/16

Ba3

280,000

295,400

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

645,000

495,038

yankee 0% 12/15/05 (e)

B3

300,000

280,500

Earthwatch, Inc. 0% 7/15/07 unit (e)(f)

-

430,000

275,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

515,000

496,975

9.375% 2/1/09

B2

420,000

405,300

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

100,000

62,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B1

700,000

603,750

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B1

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

590,000

396,775

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

180,000

196,200

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

200,000

168,718

International Cabletel, Inc. 0% 2/1/06 (e)

B3

220,000

202,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

380,000

193,800

LIN Holdings Corp. 0% 3/1/08 (e)

B3

305,000

200,538

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

60,000

57,251

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

890,000

614,100

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

562,188

11.5% 10/1/08

B3

690,000

695,175

NTL, Inc.:

0% 4/1/08 (e)

B3

1,735,000

1,075,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

NTL, Inc.: - continued

10% 2/15/07

B3

$ 240,000

$ 228,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

960,000

926,400

TCI Communications, Inc. 9.8% 2/1/12

A2

190,000

215,865

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

805,000

559,475

Telewest Communications PLC:

0% 4/15/09 (e)

B1

620,000

341,000

0% 2/1/10 (e)(f)

B1

615,000

325,950

Telewest PLC:

yankee 9.625% 10/1/06

B1

110,000

103,400

0% 10/1/07 (e)

B1

1,330,000

1,270,150

Time Warner, Inc. 9.125% 1/15/13

Baa3

155,000

169,865

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

1,310,000

615,700

10.875% 8/1/09

B2

2,057,000

1,810,160

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

33,338

20,082,068

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

418,000

380,380

Cinemark USA, Inc. 8.5% 8/1/08

B2

130,000

61,100

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

110,000

109,640

Premier Parks, Inc. 0% 4/1/08 (e)

B3

1,335,000

906,131

Viacom, Inc.:

6.75% 1/15/03

Baa1

110,000

108,032

7.75% 6/1/05

Baa1

115,000

115,390

1,680,673

Lodging & Gaming - 0.4%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

410,000

383,350

HMH Properties, Inc. 7.875% 8/1/05

Ba2

380,000

349,600

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

267,900

Host Marriott LP 8.375% 2/15/06

Ba2

630,000

589,050

ITT Corp. 7.375% 11/15/15

Ba1

150,000

125,625

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 390,000

$ 368,550

Station Casinos, Inc. 9.875% 7/1/10 (f)

B1

465,000

467,325

2,551,400

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

100,177

7.75% 1/20/24

Baa3

70,000

63,369

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

325,000

329,007

492,553

Restaurants - 0.1%

Domino's, Inc. 10.375% 1/15/09

B3

300,000

278,250

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

429,000

707,250

TOTAL MEDIA & LEISURE

25,513,944

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

120,000

115,332

6.8% 12/15/08

Baa3

105,000

98,472

213,804

Foods - 0.1%

ConAgra, Inc. 7.125% 10/1/26

Baa1

115,000

106,058

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

440,000

330,000

436,058

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

65,942

7.25% 9/15/01

A2

50,000

49,184

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

100,000

92,876

208,002

TOTAL NONDURABLES

857,864

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.0%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

100,000

51,500

7.125% 1/15/07

Caa1

40,000

21,200

72,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

RETAIL & WHOLESALE - continued

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

$ 125,000

$ 124,930

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

96,704

8.5% 6/15/03

Baa1

50,000

50,459

Kmart Corp. 12.5% 3/1/05

Baa3

510,000

553,350

825,443

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

110,000

109,979

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

1,230,000

848,700

958,679

TOTAL RETAIL & WHOLESALE

1,856,822

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

210,000

211,050

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

370,000

214,600

Medaphis Corp. 9.5% 2/15/05

Caa1

260,000

195,000

409,600

TOTAL SERVICES

620,650

TECHNOLOGY - 1.2%

Computer Services & Software - 0.6%

Amazon.com, Inc. 0% 5/1/08 (e)

Caa1

395,000

213,300

Concentric Network Corp. 12.75% 12/15/07

B-

120,000

126,000

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

715,000

350,350

12% 2/15/10

B3

970,000

751,750

12.5% 2/15/09

B3

201,000

159,795

Exodus Communications, Inc. 11.25% 7/1/08

B-

355,000

351,450

Federal Data Corp. 10.125% 8/1/05

B3

690,000

448,500

PSINet, Inc. 10.5% 12/1/06

B3

1,115,000

1,025,800

Verio, Inc. 10.375% 4/1/05

B3

11,000

11,715

3,438,660

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

6.375% 11/30/01

Baa1

$ 150,000

$ 145,139

7.25% 9/1/02

Baa1

125,000

120,986

Globix Corp. 12.5% 2/1/10

B-

570,000

470,250

Sun Microsystems, Inc. 7% 8/15/02

Baa1

35,000

34,783

771,158

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

535,000

575,125

Details, Inc. 10% 11/15/05

B3

110,000

104,500

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

100,000

101,000

10.375% 10/1/07

B3

310,000

316,200

Flextronics International Ltd. 9.875% 7/1/10 (f)

Ba3

225,000

228,375

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

1,000,000

835,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

230,000

245,525

2,405,725

TOTAL TECHNOLOGY

6,615,543

TRANSPORTATION - 0.2%

Air Transportation - 0.1%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

30,000

29,007

7.73% 9/15/12

Baa1

12,553

11,989

Delta Air Lines, Inc. 8.3% 12/15/29

Baa3

160,000

139,456

Qantas Airways Ltd. 7.75% 6/15/09 (f)

Baa1

110,000

109,450

US Airways Group, Inc. 10.375% 3/1/13

Ba3

360,000

320,400

610,302

Railroads - 0.1%

Burlington Northern
Santa Fe Corp. 6.125% 3/15/09

Baa2

150,000

133,680

Canadian National Railway Co. 6.9% 7/15/28

Baa2

150,000

126,551

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

52,178

6.46% 6/22/05

Baa2

100,000

94,039

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 215,019

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

88,821

710,288

TOTAL TRANSPORTATION

1,320,590

UTILITIES - 3.6%

Cellular - 1.5%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

525,000

320,250

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

230,000

231,725

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

1,067,000

810,920

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,113,500

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

2,760,000

2,056,200

Nextel International, Inc. 0% 4/15/08 (e)

Caa1

815,000

537,900

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

530,000

519,400

TeleCorp PCS, Inc. 0% 4/15/09 (e)

B3

595,000

391,213

Triton PCS, Inc. 0% 5/1/08 (e)

B3

560,000

404,600

Vodafone AirTouch PLC 7.625% 2/15/05 (f)

A2

105,000

104,887

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

255,000

170,850

10.375% 11/15/09

B2

1,550,000

1,612,000

8,273,445

Electric Utility - 0.1%

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

130,000

115,788

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

65,000

65,439

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

95,040

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

58,571

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

145,716

yankee 7.875% 12/15/26 (f)

A3

80,000

70,665

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Texas Utilities Co. 6.375% 1/1/08

Baa3

$ 40,000

$ 36,130

587,349

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

50,000

49,990

Telephone Services - 2.0%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

250,000

181,875

12.875% 5/15/08

B3

260,000

281,450

Cable & Wireless Optus Ltd. 8% 6/22/10 (f)

Baa1

100,000

99,383

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

260,000

264,142

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

480,000

216,000

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

145,000

139,563

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

475,000

479,750

ICG Services, Inc. 0% 5/1/08 (e)

B3

400,000

184,000

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

352,625

0% 3/1/09 (e)

B3

250,000

151,875

Level 3 Communications, Inc. 9.125% 5/1/08

B3

765,000

686,588

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

675,000

216,000

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

670,000

559,450

9.5% 11/1/08

B1

215,000

209,625

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

95,000

93,338

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

540,000

506,250

Ono Finance PLC 13% 5/1/09

Caa1

370,000

349,650

Pathnet, Inc. 12.25% 4/15/08

-

840,000

470,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

1,356,000

535,620

12.75% 4/15/09

B3

695,000

472,600

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa2

140,000

130,379

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

175,104

7.7% 7/20/29

Baa1

160,000

150,667

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

$ 770,000

$ 354,200

11.5% 12/1/07

Caa1

890,000

689,750

WinStar Communications, Inc.:

0% 4/15/10 (e)(f)

B3

2,636,000

1,225,740

12.75% 4/15/10 (f)

B3

1,961,000

1,892,365

WorldCom, Inc. 8.875% 1/15/06

A3

103,000

106,797

11,175,186

TOTAL UTILITIES

20,085,970

TOTAL NONCONVERTIBLE BONDS

76,449,169

TOTAL CORPORATE BONDS

(Cost $84,294,396)

78,365,707

U.S. Government and Government
Agency Obligations - 2.4%

U.S. Government Agency Obligations - 1.2%

Fannie Mae:

6% 5/15/08

Aaa

1,000,000

932,570

6.5% 4/29/09

Aaa

245,000

228,884

7.125% 2/15/05

Aaa

255,000

256,035

7.25% 5/15/30

Aaa

310,000

316,310

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

827,402

Freddie Mac:

0% 8/17/00

-

2,000,000

1,983,698

5.5% 5/15/02

Aaa

1,000,000

975,310

5.75% 3/15/09

Aaa

510,000

464,498

6.25% 7/15/04

Aaa

200,000

194,438

6.875% 1/15/05

Aaa

85,000

84,469

7% 7/15/05

Aaa

110,000

109,846

7.625% 9/9/09

Aaa

85,000

83,805

Tennessee Valley Authority 7.125% 5/1/30

Aaa

65,000

65,273

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

6,522,538

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 5.76% 8/24/00 (h)

-

1,000,000

991,983

U.S. Treasury Bonds:

6.875% 8/15/25

Aaa

135,000

147,128

8% 11/15/21

Aaa

50,000

60,446

8.125% 8/15/19

Aaa

1,780,000

2,151,860

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8.875% 8/15/17

Aaa

$ 219,000

$ 279,157

8.875% 2/15/19

Aaa

259,000

333,341

U.S. Treasury Notes:

5.875% 10/31/01

Aaa

700,000

694,533

6.625% 6/30/01

Aaa

1,315,000

1,316,644

7.25% 8/15/04

Aaa

20,000

20,678

7.875% 11/15/04

Aaa

830,000

878,895

TOTAL U.S. TREASURY OBLIGATIONS

6,874,665

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $13,316,132)

13,397,203

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.3%

6% 3/1/11 to 1/1/29

Aaa

1,157,618

1,100,240

6.5% 2/1/26 to 11/1/29

Aaa

3,584,741

3,385,228

7% 8/1/25 to 12/1/29

Aaa

3,017,374

2,921,248

7.5% 5/1/24 to 1/1/30

Aaa

2,639,765

2,603,005

7.5% 7/1/30

Aaa

1,200,000

1,182,375

8% 1/1/30

Aaa

398,480

400,098

8% 7/1/30 (g)

Aaa

1,155,000

1,159,332

TOTAL FANNIE MAE

12,751,526

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

131,845

130,404

Government National Mortgage Association - 0.3%

7% 7/15/28

Aaa

847,185

823,616

7.5% 1/15/26 to 8/15/28

Aaa

775,734

770,452

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

1,594,068

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $14,760,546)

14,475,998

Asset-Backed Securities - 0.2%

Airplanes pass through trust 10.875% 3/15/19

Ba2

340,757

252,160

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

146,859

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

96,797

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

115,950

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

18,974

18,879

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CPS Auto Receivables Trust 6% 8/15/03

Aaa

$ 72,514

$ 71,517

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

174,544

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

90,000

88,777

6.4% 12/15/02

Aa2

50,000

49,350

7.03% 11/15/03

Aaa

24,000

23,981

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

19,008

18,990

Olympic Automobile Receivables Trust 6.7% 3/15/02

Aaa

6,288

6,286

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 6.125% 2/5/03 (f)(i)

Baa2

54,596

54,331

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

50,000

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

79,617

79,095

TOTAL ASSET-BACKED SECURITIES

(Cost $1,381,710)

1,247,516

Collateralized Mortgage Obligations - 0.0%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(f)(i)

Ba3

167,970

80,993

U.S. Government Agency - 0.0%

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

100,000

90,016

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

89,859

TOTAL U.S. GOVERNMENT AGENCY

179,875

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $268,920)

260,868

Commercial Mortgage Securities - 0.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (f)(i)

BBB

$ 36,512

$ 36,294

CBM Funding Corp. sequential pay Series 1996-1:

Class A-3PI, 7.08% 11/1/07

AA

100,000

98,242

Class B, 7.48% 2/1/08

A

80,000

78,172

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

183,859

Series 1998-FL1 Class E, 7.4913% 1/10/13 (f)(i)

Baa2

220,000

219,020

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

125,759

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (i)

-

320,000

227,700

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (f)(i)

-

250,000

165,234

Series 1997-B Class E, 7.8912% 9/15/19 (f)(i)

-

100,000

38,000

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba3

250,000

201,055

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (f)(i)

Baa3

180,000

155,623

LTC Commercial Mortgage pass through certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

447,500

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

103,030

96,929

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (f)(i)

-

76,623

76,204

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (i)

Baa2

140,000

127,728

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(i)

-

125,000

115,762

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

$ 50,000

$ 50,484

Structured Asset Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (f)

BB

1,000,000

921,445

Series 1996-CFL Class E, 7.75% 2/25/28

BBB

80,000

79,331

Thirteen Affiliates of General Growth Properties, Inc.:

Series D-2, 6.992% 12/15/10 (f)

Baa2

140,000

128,827

Series E-2, 7.224% 12/15/10 (f)

Baa3

100,000

89,828

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,940,126)

3,662,996

Foreign Government and Government
Agency Obligations (j)- 0.1%

Korean Republic yankee 8.875% 4/15/08

Baa2

46,000

47,449

Quebec Province 7.5% 9/15/29

A2

340,000

334,019

United Mexican States 9.875% 2/1/10

Baa3

150,000

156,750

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $539,426)

538,218

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

142,893

Purchased Bank Debt - 1.6%

American Tower L P term loan 9.53% 12/31/07 (i)

-

600,000

603,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (i)

Ba3

1,000,000

993,750

Crown Castle Operating Co. term loan 9.46% 6/15/08 (i)

Ba3

800,000

802,000

Dynatech LLC term loan 10.03% 9/1/07 (i)

-

760,000

756,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Huntsman ICI Chemicals LLC sr. secured:

term B loan 9.875% 6/30/07 (i)

-

$ 341,250

$ 342,103

term C loan 9.8128% 6/30/08 (i)

-

438,920

440,017

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (i)

-

700,000

719,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (i)

Ba2

750,000

751,875

Nextel Finance Co. term loan:

9.6875% 6/30/08 (i)

Ba2

500,000

501,875

10.375% 12/31/08 (i)

Ba2

500,000

501,875

Packaging Corp. of America term loan 0% 5/22/07 (i)

-

500,000

501,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (i)

B1

300,000

298,125

Tritel Holding Corp. term loan 11.15% 12/31/07 (i)

B2

750,000

752,813

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (i)

B+

900,000

897,750

Wci Capital Corp. term loan 11.43% 9/30/07 (i)

B2

400,000

399,000

TOTAL PURCHASED BANK DEBT

(Cost $9,276,347)

9,260,883

Bank Notes - 0.1%

Bank One NA 6.29% 8/25/00
(Cost $350,000)

350,000

349,447

Certificates of Deposit - 0.1%

Canadian Imperial Bank of Commerce yankee 7.01% 11/27/00
(Cost $350,000)

350,000

350,194

Commercial Paper - 0.3%

CIT Group, Inc. 6.43% 7/5/00

350,000

349,869

Daimler-Chrysler North America Holding Corp. yankee 6.65% 11/7/00

350,000

341,826

General Motors Acceptance Corp. 6.62% 8/28/00

380,000

376,116

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

350,000

341,735

Woolwich PLC yankee 6.21% 7/19/00

350,000

348,969

TOTAL COMMERCIAL PAPER

(Cost $1,757,427)

1,758,515

Cash Equivalents - 7.6%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 2,216,261

$ 2,215,000

Shares

Central Cash Collateral Fund, 6.71% (c)

501,400

501,400

Taxable Central Cash Fund, 6.59% (c)

39,965,070

39,965,070

TOTAL CASH EQUIVALENTS

(Cost $42,681,470)

42,681,470

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $509,744,964)

565,029,889

NET OTHER ASSETS - (0.1)%

(325,417)

NET ASSETS - 100%

$ 564,704,472

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

74 S&P 500 Stock Index Contracts

Sept. 2000

$ 27,159,850

$ (154,341)

The face value of futures purchased as a percentage of net assets - 4.8%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $10,009,281 or 1.8% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $991,983.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP 6.6338% 7/27/00

1/25/99

$ 400,000

Micron Technology, Inc. 6.5% 9/30/05

11/1/99

$ 787,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.4%

AAA, AA, A

4.6%

Baa

1.7%

BBB

1.5%

Ba

2.1%

BB

2.3%

B

8.2%

B

8.6%

Caa

1.8%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.2%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $410,590,429 and $446,509,326, respectively, of which long-term U.S. government and government agency obligations aggregated $21,640,909 and $29,574,212, respectively.

The market value of futures contracts opened and closed during the period amounted to $42,463,560 and $25,435,756, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $11,215 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $1,234,966 and 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $508,362. The fund received cash collateral of $501,400 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $511,113,364. Net unrealized appreciation aggregated $53,916,525, of which $78,810,087 related to appreciated investment securities and $24,893,562 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,215,000)
(cost $509,744,964) -
See accompanying schedule

$ 565,029,889

Cash

580,771

Receivable for investments sold

2,971,635

Receivable for fund shares sold

144,989

Dividends receivable

223,283

Interest receivable

2,250,205

Receivable for daily variation on futures contracts

128,478

Other receivables

4,662

Total assets

571,333,912

Liabilities

Payable for investments purchased
Regular delivery

$ 4,480,071

Delayed delivery

1,156,414

Payable for fund shares redeemed

103,022

Accrued management fee

268,525

Distribution fees payable

1,214

Other payables and
accrued expenses

118,794

Collateral on securities loaned,
at value

501,400

Total liabilities

6,629,440

Net Assets

$ 564,704,472

Net Assets consist of:

Paid in capital

$ 459,835,599

Undistributed net investment income

8,042,512

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

41,695,777

Net unrealized appreciation (depreciation) on investments

55,130,584

Net Assets

$ 564,704,472

Initial Class:
Net Asset Value, offering price
and redemption price per share ($550,572,837
÷ 33,870,150 shares)

$16.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($13,501,543
÷ 835,401 shares)

$16.16

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($630,092
÷ 39,021 shares)

$16.15

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 2,439,432

Interest

6,412,593

Security lending

3,343

Total income

8,855,368

Expenses

Management fee

$ 1,608,808

Transfer agent fees

183,381

Distribution fees

6,175

Accounting and security lending fees

98,601

Non-interested trustees' compensation

884

Custodian fees and expenses

17,239

Registration fees

246

Audit

13,564

Legal

2,214

Miscellaneous

12,474

Total expenses before reductions

1,943,586

Expense reductions

(19,481)

1,924,105

Net investment income

6,931,263

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

41,710,684

Foreign currency transactions

25

Futures contracts

303,300

42,014,009

Change in net unrealized appreciation (depreciation) on:

Investment securities

(56,540,361)

Assets and liabilities in
foreign currencies

(1)

Futures contracts

(189,604)

(56,729,966)

Net gain (loss)

(14,715,957)

Net increase (decrease) in net assets resulting from operations

$ (7,784,694)

Other Information

Expense reductions
Directed brokerage arrangements

$ 16,516

Custodian credits

2,965

$ 19,481

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,931,263

$ 13,100,308

Net realized gain (loss)

42,014,009

48,664,911

Change in net unrealized appreciation (depreciation)

(56,729,966)

17,820,079

Net increase (decrease) in net assets resulting from operations

(7,784,694)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

40,407,233

13,695,216

Total increase (decrease) in net assets

(26,675,767)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $8,042,512 and $13,084,201, respectively)

$ 564,704,472

$ 591,380,239

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

2,257,146

$ 36,909,555

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(3,600,176)

(59,212,121)

(5,095,721)

(86,190,044)

Net increase (decrease)

2,276,519

$ 35,827,391

537,286

$ 6,959,530

Service Class
Sold

224,493

$ 3,664,261

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(53,879)

(864,210)

(60,280)

(1,004,355)

Net increase (decrease)

243,118

$ 3,957,938

405,697

$ 6,735,686

Service Class 2 A
Sold

39,435

$ 628,570

-

$ -

Reinvested

655

10,461

-

-

Redeemed

(1,069)

(17,127)

-

-

Net increase (decrease)

39,021

$ 621,904

-

$ -

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,780

144,992

Service Class 2 A

8,437

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.40 D

.41 D

.36 D

.21

.10

Net realized and unrealized gain (loss)

(.45)

2.04

2.19

2.92

2.08

2.20

Total from investment operations

(.25)

2.44

2.60

3.28

2.29

2.30

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

(.11)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

(.42)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

(.53)

Net asset value, end of period

$ 16.26

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Total Return B, C

(1.29)%

15.26%

17.57%

25.07%

20.04%

23.02%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 550,573

$ 580,555

$ 528,874

$ 483,231

$ 253,024

$ 68,247

Ratio of expenses to average net assets

.69% A

.71%

.73%

.77%

.87%

1.00% G

Ratio of expenses to average net assets after
expense reductions

.69% A

.70% H

.72% H

.76% H

.85% H

1.00%

Ratio of net investment income to average net assets

2.48% A

2.38%

2.60%

2.44%

2.63%

1.69%

Portfolio turnover

154% A

92%

98%

90%

120%

343%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.19

.38

.40

.07

Net realized and unrealized gain (loss)

(.45)

2.03

2.14

.34

Total from investment operations

(.26)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 16.16

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(1.30)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,502

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80% A

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% A, H

.81% H

.88% H

.87% A

Ratio of net investment income to average net assets

2.38% A

2.27%

2.65%

2.70% A

Portfolio turnover

154% A

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 5, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.16

Net realized and unrealized gain (loss)

.07 E

Total from investment operations

.23

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 16.15

Total Return B

1.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 630

Ratio of expenses to average net assets

.94% A

Ratio of net investment income to average net assets

2.23% A

Portfolio turnover

154% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Initial Class

4.82%

14.10%

12.61%

Asset Manager Composite

6.29%

14.27%

11.82%

S&P 500 ®

7.25%

23.80%

17.80%

LB Aggregate Bond

4.57%

6.25%

7.82%

LB 3 Month T-Bill

5.57%

5.41%

5.08%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.*

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Initial Class on June 30, 1990. By June 30, 2000, the value of the investment would have grown to $32,798 - a 227.98% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $51,473 over the same period - a 414.73% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,227 - a 112.27% increase.

You can also look at how the Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $30,570 - a 205.70% increase.

* 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.4

Intel Corp.

1.8

Pfizer, Inc.

1.6

Cisco Systems, Inc.

1.6

Microsoft Corp.

1.6

9.0

Top Five Bond Issuers as of June 30, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.4

U.S. Treasury Obligations

3.8

Government National Mortgage Association

1.1

Federal Home Loan Bank

1.0

Freddie Mac

0.6

15.9

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock class 53.0%

Bonds class 35.7%

Short-Term class 11.3%

* Foreign investments 4.5%



Asset allocation in the pie chart reflects the categorization of assets as defined in the fund's Prospectus. Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
Note to shareholders:
Bart Grenier became Portfolio Manager of Asset Manager Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000,
the fund trailed the Asset Manager Composite Index, which returned 1.80% and 6.29%, respectively.

Q. How did the fund's asset allocation strategies play out
during the past six months?

A. The fund maintained a modest tilt toward equities, averaging just under 53% for the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an edge over the composite index early in the period. However, the fund's wins during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May, even though stocks rallied again in June. On the bond front, the fund continued to emphasize investment-grade debt, which helped. However, our exposure to high-yield securities hurt, as this asset class had a particularly difficult period.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index, choosing instead to focus his efforts on individual stock picking. The fund benefited from owning a number of high-quality tech names that effectively weathered the correction in the spring and delivered strong returns for the period. Texas Instruments, Adobe Systems and ADC Telecommunications led the way, followed by Intel, Corning and Cisco. The fund's exposure to health stocks, particularly Amgen and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, such as Lehman Brothers, and energy stocks, such as BP Amoco, also were meaningful contributors. Conversely, we were caught holding a number of disappointments within tech, including Qualcomm, Motorola and Lucent, which each fell on weak earnings. Neither BP Amoco nor Lucent was held at the close of the period. Poor performance among retail stocks also hurt the fund's return as Wal-Mart, Lowe's and Home Depot all declined. Overall, the equity subportfolio trailed the index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the bond portion of the fund fare?

A. High-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend. Switching gears, Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. Following strong performance turned in by the spread sectors - namely corporate bonds and mortgage securities - in the fourth quarter of 1999, we reduced our exposure to these markets, particularly to long-term corporates, in early January. This strategy benefited the fund, as spread-sector performance deteriorated during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2000, more than $4.5 billion

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 48.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.3%

Boeing Co.

309,600

$ 12,945,150

Honeywell International, Inc.

358,387

12,073,162

Northrop Grumman Corp.

193,300

12,806,125

United Technologies Corp.

362,406

21,336,653

59,161,090

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,162,500

Pharmacia Corp.

200,000

10,337,500

Praxair, Inc.

123,900

4,638,506

22,138,506

Iron & Steel - 0.0%

Mueller Industries, Inc.

51,200

1,433,600

TOTAL BASIC INDUSTRIES

23,572,106

DURABLES - 0.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

281,200

23,199,000

Consumer Electronics - 0.0%

Whirlpool Corp.

21,000

979,125

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

6,345,000

6,556,125

TOTAL DURABLES

30,734,250

ENERGY - 3.4%

Energy Services - 0.2%

BJ Services Co. (a)

173,000

10,812,500

Oil & Gas - 3.2%

Amerada Hess Corp.

55,000

3,396,250

Apache Corp.

151,900

8,933,619

Chevron Corp.

448,200

38,012,963

EOG Resources, Inc.

130,000

4,355,000

Exxon Mobil Corp.

809,875

63,575,188

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,703,125

145,976,145

TOTAL ENERGY

156,788,645

FINANCE - 6.6%

Banks - 1.9%

Bank of America Corp.

270,000

11,610,000

Chase Manhattan Corp.

268,050

12,347,053

FleetBoston Financial Corp.

579,905

19,716,770

Shares

Value (Note 1)

J.P. Morgan & Co., Inc.

154,600

$ 17,025,325

Wells Fargo & Co.

650,000

25,187,500

85,886,648

Credit & Other Finance - 1.8%

American Express Co.

292,500

15,246,563

Citigroup, Inc.

975,800

58,791,950

Providian Financial Corp.

85,950

7,735,500

81,774,013

Insurance - 0.6%

CIGNA Corp.

60,600

5,666,100

Marsh & McLennan Companies, Inc.

173,600

18,130,350

MGIC Investment Corp.

95,800

4,358,900

28,155,350

Savings & Loans - 0.4%

Golden West Financial Corp.

428,700

17,496,319

Securities Industry - 1.9%

AXA Financial, Inc.

15,700

533,800

Lehman Brothers Holdings, Inc.

441,600

41,758,800

Merrill Lynch & Co., Inc.

129,800

14,927,000

Morgan Stanley Dean Witter & Co.

346,800

28,871,100

86,090,700

TOTAL FINANCE

299,403,030

HEALTH - 4.8%

Drugs & Pharmaceuticals - 3.5%

Amgen, Inc.

640,700

45,009,175

Forest Laboratories, Inc. (a)

80,000

8,080,000

IVAX Corp. (a)

120,000

4,980,000

Merck & Co., Inc.

346,000

26,512,250

Pfizer, Inc.

1,577,200

75,705,600

160,287,025

Medical Equipment & Supplies - 0.7%

Johnson & Johnson

296,300

30,185,563

Millipore Corp.

34,700

2,615,513

32,801,076

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

170,000

5,163,750

UnitedHealth Group, Inc.

216,800

18,590,600

23,754,350

TOTAL HEALTH

216,842,451

INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%

Electrical Equipment - 2.5%

General Electric Co.

2,048,100

108,549,300

Scientific-Atlanta, Inc.

80,000

5,960,000

114,509,300

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.1%

Parker-Hannifin Corp.

69,200

$ 2,370,100

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

116,879,400

MEDIA & LEISURE - 1.5%

Broadcasting - 0.0%

NTL, Inc. warrants 10/14/08 (a)

3,742

153,422

Entertainment - 0.5%

Viacom, Inc. Class B (non-vtg.) (a)

85,000

5,795,938

Walt Disney Co.

459,600

17,838,225

23,634,163

Publishing - 1.0%

Dow Jones & Co., Inc.

77,100

5,647,575

Gannett Co., Inc.

324,500

19,409,156

Knight-Ridder, Inc.

128,700

6,845,231

McGraw-Hill Companies, Inc.

56,000

3,024,000

The New York Times Co. Class A

219,200

8,658,400

43,584,362

Restaurants - 0.0%

Darden Restaurants, Inc.

151,600

2,463,500

TOTAL MEDIA & LEISURE

69,835,447

NONDURABLES - 2.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

564,200

42,138,688

Pepsi Bottling Group, Inc.

389,800

11,377,288

53,515,976

Foods - 0.9%

PepsiCo, Inc.

350,000

15,553,125

Quaker Oats Co.

284,000

21,335,500

Sysco Corp.

140,000

5,897,500

42,786,125

Household Products - 0.2%

Colgate-Palmolive Co.

170,000

10,178,750

TOTAL NONDURABLES

106,480,851

RETAIL & WHOLESALE - 3.6%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

500,000

5,125,000

General Merchandise Stores - 1.9%

Sears, Roebuck & Co.

334,600

10,916,325

Target Corp.

147,500

8,555,000

Wal-Mart Stores, Inc.

1,166,600

67,225,325

86,696,650

Retail & Wholesale, Miscellaneous - 1.6%

Best Buy Co., Inc. (a)

249,700

15,793,525

Circuit City Stores, Inc. -
Circuit City Group

129,900

4,311,056

Shares

Value (Note 1)

Home Depot, Inc.

624,300

$ 31,175,981

Lowe's Companies, Inc.

358,400

14,716,800

Tiffany & Co., Inc.

77,900

5,258,250

71,255,612

TOTAL RETAIL & WHOLESALE

163,077,262

SERVICES - 0.1%

Leasing & Rental - 0.1%

Hertz Corp. Class A

115,700

3,246,831

TECHNOLOGY - 16.9%

Communications Equipment - 3.8%

ADC Telecommunications, Inc. (a)

433,000

36,317,875

Cisco Systems, Inc. (a)

1,174,000

74,622,375

Comverse Technology, Inc. (a)

312,400

29,053,200

Corning, Inc.

120,000

32,385,000

172,378,450

Computer Services & Software - 4.0%

Adobe Systems, Inc.

390,400

50,752,000

First Data Corp.

302,900

15,031,413

Microsoft Corp. (a)

897,700

71,816,000

Oracle Corp. (a)

505,400

42,485,188

Sybase, Inc. (a)

200,000

4,600,000

184,684,601

Computers & Office Equipment - 2.8%

EMC Corp. (a)

216,400

16,649,275

Hewlett-Packard Co.

300,000

37,462,500

International Business Machines Corp.

319,400

34,994,263

Sun Microsystems, Inc. (a)

406,100

36,929,719

126,035,757

Electronic Instruments - 1.2%

Agilent Technologies, Inc.

53,440

3,941,200

Applied Materials, Inc. (a)

273,600

24,795,000

KLA-Tencor Corp. (a)

80,000

4,685,000

LAM Research Corp. (a)

75,300

2,823,750

Teradyne, Inc. (a)

233,800

17,184,300

53,429,250

Electronics - 5.1%

Advanced Micro Devices, Inc. (a)

200,000

15,450,000

Analog Devices, Inc. (a)

49,200

3,739,200

Intel Corp.

601,600

80,426,400

LSI Logic Corp. (a)

303,600

16,432,350

Motorola, Inc.

1,041,051

30,255,545

National Semiconductor Corp. (a)

173,000

9,817,750

Texas Instruments, Inc.

1,040,800

71,489,950

Vishay Intertechnology, Inc. (a)

194,700

7,386,431

234,997,626

TOTAL TECHNOLOGY

771,525,684

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

AMR Corp.

100,000

$ 2,643,750

Delta Air Lines, Inc.

75,000

3,792,188

6,435,938

UTILITIES - 4.1%

Cellular - 0.6%

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

20,375

QUALCOMM, Inc. (a)

346,400

20,784,000

Sprint Corp. - PCS Group Series 1 (a)

100,000

5,950,000

26,754,375

Electric Utility - 0.8%

Energy East Corp.

654,000

12,466,875

Entergy Corp.

150,000

4,078,125

Northeast Utilities

129,800

2,823,150

PECO Energy Co.

100,000

4,031,250

Pinnacle West Capital Corp.

112,500

3,810,938

PPL Corp.

128,500

2,818,969

Public Service Enterprise Group, Inc.

170,100

5,889,713

35,919,020

Gas - 0.6%

Dynegy, Inc. Class A

90,000

6,148,125

Enron Corp.

319,800

20,627,100

26,775,225

Telephone Services - 2.1%

BellSouth Corp.

762,300

32,493,038

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

17,400

Pathnet, Inc. warrants 4/15/08 (a)(g)

4,665

46,650

Sprint Corp. - FON Group

314,900

16,059,900

U.S. WEST, Inc.

375,000

32,156,250

WorldCom, Inc. (a)

324,450

14,884,144

95,657,382

TOTAL UTILITIES

185,106,002

TOTAL COMMON STOCKS

(Cost $1,639,229,725)

2,209,088,987

Nonconvertible Preferred Stocks - 1.3%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred
Capital Corp. $2.2812

156,349

3,322,416

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

1,490

1,326,490

Shares

Value (Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

653

$ 595,719

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

15,763

1,623,589

CSC Holdings, Inc. 11.125% pay-in-kind

102,653

10,727,239

12,350,828

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

32,995

2,862,316

Series D, $10.00

15,250

1,410,625

4,272,941

TOTAL MEDIA & LEISURE

16,623,769

RETAIL & WHOLESALE - 0.0%

Grocery Stores - 0.0%

Supermarkets General Holdings Corp. $3.52 pay-in-kind

17,231

17,231

UTILITIES - 0.8%

Cellular - 0.4%

Crown Castle International Corp.
12.75% pay-in-kind

2,079

2,120,580

Nextel Communications, Inc.
11.125% pay-in-kind

14,671

14,157,515

16,278,095

Telephone Services - 0.4%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

5,283

4,728,285

Intermedia Communications, Inc.
13.5% pay-in-kind

5,292

5,133,240

IXC Communications, Inc.
12.5% pay-in-kind

1,384

1,384,000

NEXTLINK Communications, Inc.
14% pay-in-kind

185,967

9,484,317

20,729,842

TOTAL UTILITIES

37,007,937

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $61,177,855)

58,893,562

Corporate Bonds - 16.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 0.2%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 7,210,000

$ 5,939,238

Total Renal Care Holdings, Inc. 7% 5/15/09 (g)

B3

2,940,000

1,955,100

7,894,338

MEDIA & LEISURE - 0.0%

Lodging & Gaming - 0.0%

Hilton Hotels Corp.
5% 5/15/06

Ba2

3,680,000

2,907,200

TOTAL CONVERTIBLE BONDS

10,801,538

Nonconvertible Bonds - 16.7%

AEROSPACE & DEFENSE - 0.2%

Defense Electronics - 0.1%

Raytheon Co.
5.95% 3/15/01

Baa2

4,500,000

4,447,485

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc.
9.25% 12/1/06

Ba3

3,515,000

3,515,000

TOTAL AEROSPACE & DEFENSE

7,962,485

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.4%

Avecia Group PLC
11% 7/1/09

B2

3,440,000

3,371,200

Huntsman Corp.
9.5% 7/1/07 (g)

B2

3,520,000

3,212,000

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

625,000

625,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

5,050,000

4,999,500

10.875% 5/1/09

B2

2,570,000

2,550,725

Sovereign Specialty Chemicals, Inc.
11.875% 3/15/10

B3

1,655,000

1,702,581

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

1,935,000

1,567,350

18,028,356

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

1,630,000

1,483,300

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

2,175,250

9.75% 6/15/07

Caa1

3,675,000

2,866,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norampac, Inc.
9.5% 2/1/08

B1

$ 2,100,000

$ 2,026,500

Packaging Corp. of America 9.625% 4/1/09

B2

2,020,000

1,994,750

9,063,000

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa1

3,320,000

3,211,170

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

2,035,000

1,790,800

5,001,970

TOTAL BASIC INDUSTRIES

33,576,626

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

Numatics, Inc.
9.625% 4/1/08

B3

170,000

136,000

Construction - 0.0%

Blount, Inc. 13% 8/1/09

B3

1,465,000

1,490,638

Engineering - 0.0%

Anteon Corp.
12% 5/15/09

B3

980,000

882,000

Real Estate - 0.1%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,801,792

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,481,244

7.125% 3/15/04

Baa2

4,200,000

4,031,412

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

3,600,000

3,460,104

6.75% 2/15/08

Baa1

1,590,000

1,456,583

Pinnacle Holdings, Inc.
0% 3/15/08 (e)

B3

1,510,000

1,049,450

11,478,793

TOTAL CONSTRUCTION & REAL ESTATE

16,789,223

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 6.5% 6/1/02

Baa1

4,520,000

4,402,390

Consumer Electronics - 0.0%

Whirlpool Corp.
8.6% 5/1/10

Baa1

1,390,000

1,434,341

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

5,070,000

4,840,430

TOTAL DURABLES

10,677,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.7%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

$ 1,890,000

$ 1,752,975

Energy Services - 0.2%

Baker Hughes, Inc.
5.8% 2/15/03

A2

3,980,000

3,811,248

R&B Falcon Corp.
6.5% 4/15/03

Ba3

1,785,000

1,655,588

RBF Finance Co.
11% 3/15/06

Ba3

1,260,000

1,348,200

6,815,036

Oil & Gas - 0.5%

Apache Corp.
7.625% 7/1/19

Baa1

2,970,000

2,867,713

Chesapeake Energy Corp. 9.625% 5/1/05

B2

3,710,000

3,617,250

Occidental Petroleum Corp. 6.39% 11/9/00

Baa3

1,000,000

996,030

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,053,839

8.125% 10/15/05

Baa1

4,935,000

4,993,727

8.375% 7/15/04

Baa1

2,335,000

2,355,875

Petro-Canada
7% 11/15/28

A3

1,290,000

1,126,428

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

1,980,430

20,991,292

TOTAL ENERGY

29,559,303

FINANCE - 3.8%

Banks - 1.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,400,000

1,394,246

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

2,847,636

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,638,256

Barclays Bank PLC yankee 5.95% 7/15/01

A1

7,650,000

7,595,371

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,109,503

6.375% 2/15/03

Baa2

3,570,000

3,423,095

6.48% 6/28/02

Baa2

1,740,000

1,691,454

6.65% 3/15/04

Baa3

2,320,000

2,228,360

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,690,476

Commonwealth Bank of Australia 8.5% 6/1/10

A1

1,700,000

1,764,158

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

8,340,000

7,657,163

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A2

$ 500,000

$ 497,985

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,006,647

7.375% 9/17/04

Baa2

615,000

595,997

yankee 6.5% 11/15/02

Baa2

665,000

643,654

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,823,035

Providian National Bank 6.7% 3/15/03

Baa3

3,060,000

2,926,400

Royal Bank of Scotland Group PLC
9.118% 3/31/49

A1

1,975,000

2,051,373

Summit Bancorp
8.625% 12/10/02

BBB+

1,730,000

1,751,296

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,474,520

55,810,625

Credit & Other Finance - 1.7%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

3,864,525

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

2,340,000

1,088,100

10% 3/15/04

Caa3

1,130,000

519,800

CIT Group, Inc.
5.5% 2/15/04

A1

680,000

626,797

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,814,831

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

900,000

889,299

Details Capital Corp.
0% 11/15/07 (e)

Caa1

505,000

333,300

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

755,000

798,413

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,478,355

7.1% 6/23/04

A3

3,980,000

3,859,645

Finova Capital Corp.:

6.11% 2/18/03

Baa2

5,720,000

5,033,600

6.12% 5/28/02

Baa2

2,000,000

1,870,000

7.25% 11/8/04

Baa2

3,890,000

3,462,100

First Security Capital I 8.41% 12/15/26

A3

1,690,000

1,565,684

Ford Motor Credit Co.:

6.4513% 7/16/01 (j)

A2

13,000,000

13,014,079

7.5% 3/15/05

A2

3,850,000

3,821,125

7.875% 6/15/10

A2

1,690,000

1,692,400

GS Escrow Corp.
7.125% 8/1/05

Ba1

2,800,000

2,487,352

Heller Financial, Inc.
6% 3/19/04

A3

5,050,000

4,725,992

HSBC Capital Funding LP 10.176% 12/31/49 (f)(g)

A1

2,600,000

2,784,210

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

$ 1,480,000

$ 962,000

7.6% 8/1/07

Ba2

4,190,000

2,220,700

7.875% 8/1/03

Ba2

690,000

427,800

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

2,865,000

2,726,076

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

1,971,358

Sprint Capital Corp.
6.875% 11/15/28

Baa1

2,905,000

2,511,779

The Money Store, Inc.
7.3% 12/1/02

A2

2,550,000

2,526,094

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,437,511

6.75% 5/15/09

Baa1

3,325,000

2,973,115

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

305,000

308,050

76,794,090

Savings & Loans - 0.3%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

730,000

649,700

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,685,161

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,765,815

7% 6/13/02

Baa3

3,400,000

3,351,686

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,197,875

14,650,237

Securities Industry - 0.5%

Amvescap PLC yankee:

6.375% 5/15/03

A3

2,200,000

2,099,592

6.6% 5/15/05

A3

4,410,000

4,108,268

Goldman Sachs Group LP 6.6338% 7/27/00 (j)(l)

A1

12,900,000

12,898,891

Morgan Stanley
Dean Witter & Co.
7.125% 1/15/03

Aa3

4,760,000

4,725,019

23,831,770

TOTAL FINANCE

171,086,722

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fountain View, Inc.
11.25% 4/15/08

Caa1

$ 2,330,000

$ 570,850

Unilab Corp.
12.75% 10/1/09

B3

725,000

746,750

1,317,600

INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC
11.875% 5/15/09

B3

2,490,000

2,465,100

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,810,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,564,635

yankee 6.375% 6/15/05

Baa1

830,000

791,762

9,631,997

Pollution Control - 0.3%

Allied Waste
North America, Inc.:

7.375% 1/1/04

Ba3

1,290,000

1,173,900

7.625% 1/1/06

Ba2

1,095,000

952,650

10% 8/1/09

B2

9,325,000

7,833,000

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

939,400

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

22,500

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

2,100,000

2,086,203

7.1% 8/1/26

Ba1

1,390,000

1,308,296

14,315,949

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

23,947,946

MEDIA & LEISURE - 3.9%

Broadcasting - 2.9%

Adelphia Communications Corp. 9.875% 3/1/07

B1

4,150,000

3,942,500

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,790,465

Ascent Entertainment Group, Inc.
0% 12/15/04 (e)

Ba1

2,145,000

1,737,450

British Sky Broadcasting Group PLC
8.2% 7/15/09

Baa3

6,040,000

5,650,058

Callahan
Nordrhein-Westfalen
14% 7/15/10 (g)

B3

4,120,144

4,120,144

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.
10% 4/1/09

B2

$ 4,100,000

$ 3,977,000

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,130,050

10.25% 7/1/07

B3

7,080,000

7,177,350

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

2,965,965

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

3,360,000

3,124,800

Continental
Cablevision, Inc.:

8.3% 5/15/06

A2

5,125,000

5,246,411

8.625% 8/15/03

A2

2,790,000

2,869,041

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

3,730,000

2,862,775

yankee 0% 12/15/05 (e)

B3

2,460,000

2,300,100

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

2,530,000

1,619,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

2,820,000

2,721,300

9.375% 2/1/09

B2

2,305,000

2,224,325

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

555,000

344,100

FrontierVision Holdings LP/FrontierVision
Holdings Capital Corp. 0% 9/15/07 (e)

B1

4,130,000

3,562,125

FrontierVision Operating Partners LP/FrontierVision Capital Corp.
11% 10/15/06

B1

1,910,000

1,910,000

Golden Sky DBS, Inc.
0% 3/1/07 (e)

Caa1

4,950,000

3,328,875

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

950,000

1,035,500

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,260,000

2,750,103

International Cabletel, Inc. 0% 2/1/06 (e)

B3

1,850,000

1,702,000

Knology Holding, Inc.
0% 10/15/07 (e)

-

2,220,000

1,132,200

LIN Holdings Corp.
0% 3/1/08 (e)

B3

1,635,000

1,075,013

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

2,395,000

2,285,261

NorthPoint Communication Holdings, Inc.
12.875% 2/15/10

Caa1

5,125,000

3,536,250

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

NTL Communications Corp. 11.5% 10/1/08

B3

$ 4,100,000

$ 4,130,750

NTL, Inc.:

0% 4/1/08 (e)

B3

9,455,000

5,862,100

10% 2/15/07

B3

2,020,000

1,919,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,365,000

3,247,225

TCI Communications, Inc. 9.8% 2/1/12

A2

4,550,000

5,169,392

Telemundo Holdings, Inc.
0% 8/15/08 (e)

Caa1

4,410,000

3,064,950

Telewest Communications PLC:

0% 4/15/09 (e)

B1

3,380,000

1,859,000

0% 2/1/10 (e)(g)

B1

3,335,000

1,767,550

Telewest PLC:

yankee 9.625% 10/1/06

B1

680,000

639,200

0% 10/1/07 (e)

B1

6,705,000

6,403,275

Time Warner, Inc.
9.125% 1/15/13

Baa3

5,355,000

5,868,545

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

7,545,000

3,546,150

10.875% 8/1/09

B2

11,443,000

10,069,840

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,843,088

133,510,426

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

2,450,000

2,229,500

Cinemark USA, Inc.
8.5% 8/1/08

B2

845,000

397,150

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

1,785,000

1,779,163

Premier Parks, Inc.
0% 4/1/08 (e)

B3

7,225,000

4,903,969

Viacom, Inc.:

6.75% 1/15/03

Baa1

4,430,000

4,350,747

7.75% 6/1/05

Baa1

2,137,000

2,144,244

15,804,773

Lodging & Gaming - 0.3%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

2,225,000

2,080,375

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,120,000

1,950,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

1,525,000

1,433,500

Host Marriott LP
8.375% 2/15/06

Ba2

3,000,000

2,805,000

ITT Corp.
7.375% 11/15/15

Ba1

810,000

678,375

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Lodging & Gaming - continued

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 2,110,000

$ 1,993,950

Station Casinos, Inc. 9.875% 7/1/10 (g)

B1

2,490,000

2,502,450

13,444,050

Publishing - 0.3%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,916,010

7.75% 1/20/24

Baa3

2,590,000

2,344,649

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

5,340,000

5,405,842

11,666,501

Restaurants - 0.1%

Domino's, Inc.
10.375% 1/15/09

B3

1,620,000

1,502,550

NE Restaurant, Inc.
10.75% 7/15/08

B3

2,760,000

2,152,800

3,655,350

TOTAL MEDIA & LEISURE

178,081,100

NONDURABLES - 0.5%

Beverages - 0.2%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

5,840,000

5,612,824

6.8% 12/15/08

Baa3

3,040,000

2,850,994

8,463,818

Foods - 0.1%

ConAgra, Inc.
7.125% 10/1/26

Baa1

3,200,000

2,951,168

Del Monte Foods Co.
0% 12/15/07 (e)

Caa1

2,390,000

1,792,500

4,743,668

Tobacco - 0.2%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,725,729

7.25% 9/15/01

A2

1,450,000

1,426,322

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

3,500,000

3,250,660

8,402,711

TOTAL NONDURABLES

21,610,197

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

RETAIL & WHOLESALE - 0.5%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

$ 5,475,000

$ 2,819,625

7.125% 1/15/07

Caa1

1,595,000

845,350

3,664,975

General Merchandise Stores - 0.2%

Dayton Hudson Corp.
7.5% 7/15/06

A2

3,500,000

3,498,040

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,901,120

8.5% 6/15/03

Baa1

2,580,000

2,603,659

Kmart Corp. 12.5% 3/1/05

Baa3

2,510,000

2,723,350

11,726,169

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

4,480,000

4,479,149

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

6,150,000

4,243,500

8,722,649

TOTAL RETAIL & WHOLESALE

24,113,793

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

1,430,000

1,437,150

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

2,040,000

1,183,200

Medaphis Corp.
9.5% 2/15/05

Caa1

1,770,000

1,327,500

2,510,700

TOTAL SERVICES

3,947,850

TECHNOLOGY - 1.0%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

2,102,075

Computer Services & Software - 0.4%

Amazon.com, Inc.
0% 5/1/08 (e)

Caa1

2,305,000

1,244,700

Concentric Network Corp. 12.75% 12/15/07

B-

595,000

624,750

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

3,885,000

1,903,650

12% 2/15/10

B3

5,505,000

4,266,375

12.5% 2/15/09

B3

1,091,000

867,345

Exodus Communications, Inc. 11.25% 7/1/08

B-

1,945,000

1,925,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

Federal Data Corp. 10.125% 8/1/05

B3

$ 3,720,000

$ 2,418,000

PSINet, Inc.
10.5% 12/1/06

B3

5,940,000

5,464,800

Verio, Inc.
10.375% 4/1/05

B3

61,000

64,965

18,780,135

Computers & Office Equipment - 0.3%

Comdisco, Inc.
6.375% 11/30/01

Baa1

8,300,000

8,030,997

Globix Corp.
12.5% 2/1/10

B-

3,270,000

2,697,750

Sun Microsystems, Inc.
7% 8/15/02

Baa1

1,380,000

1,371,444

12,100,191

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,055,000

3,284,125

Details, Inc. 10% 11/15/05

B3

520,000

494,000

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

560,000

565,600

10.375% 10/1/07

B3

1,660,000

1,693,200

Flextronics International Ltd. 9.875% 7/1/10 (g)

Ba3

1,210,000

1,228,150

Micron Technology, Inc. 6.5% 9/30/05 (l)

B3

3,000,000

2,505,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

1,340,000

1,430,450

11,200,525

TOTAL TECHNOLOGY

44,182,926

TRANSPORTATION - 0.8%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

1,110,000

1,073,259

7.73% 9/15/12

Baa1

455,032

434,601

Delta Air Lines, Inc.
8.3% 12/15/29

Baa3

4,000,000

3,486,400

Qantas Airways Ltd.
7.75% 6/15/09 (g)

Baa1

4,370,000

4,348,150

US Airways Group, Inc. 10.375% 3/1/13

Ba3

2,480,000

2,207,200

11,549,610

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Railroads - 0.6%

Burlington Northern
Santa Fe Corp.:

6.125% 3/15/09

Baa2

$ 6,450,000

$ 5,748,240

7.29% 6/1/36

Baa2

3,000,000

2,932,170

Canadian National Railway Co. 6.9% 7/15/28

Baa2

3,390,000

2,860,041

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,074,068

6.46% 6/22/05

Baa2

5,120,000

4,814,797

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,460,350

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,607,660

26,497,326

TOTAL TRANSPORTATION

38,046,936

UTILITIES - 3.4%

Cellular - 1.0%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

2,830,000

1,726,300

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

1,235,000

1,244,263

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

8,170,000

6,209,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

6,205,000

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

16,310,000

12,150,950

Nextel International, Inc.
0% 4/15/08 (e)

Caa1

1,270,000

838,200

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

2,950,000

2,891,000

TeleCorp PCS, Inc.
0% 4/15/09 (e)

B3

3,235,000

2,127,013

Triton PCS, Inc.
0% 5/1/08 (e)

B3

3,030,000

2,189,175

Vodafone AirTouch PLC 7.625% 2/15/05 (g)

A2

3,040,000

3,036,717

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

1,430,000

958,100

10.375% 11/15/09

B2

7,905,000

8,221,200

47,797,118

Electric Utility - 0.5%

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,527,093

6.73% 12/11/02 (g)

Baa2

4,910,000

4,783,518

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

2,095,000

2,109,162

Hydro-Quebec yankee
8.4% 3/28/25

A2

2,620,000

2,766,720

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utility - continued

Illinois Power Co.
7.5% 6/15/09

Baa1

$ 1,880,000

$ 1,835,218

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,360,028

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,731,288

Texas Utilities Co.
6.375% 1/1/08

Baa3

990,000

894,218

21,007,245

Gas - 0.1%

Reliant Energy
Resources Corp.
8.125% 7/15/05 (g)

Baa1

2,550,000

2,549,490

Telephone Services - 1.8%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

1,280,000

931,200

12.875% 5/15/08

B3

1,390,000

1,504,675

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

2,520,000

2,504,452

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

7,180,000

7,294,377

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

2,745,000

1,235,250

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

840,000

808,500

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

2,450,000

2,474,500

ICG Services, Inc.
0% 5/1/08 (e)

B3

2,425,000

1,115,500

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

813,750

0% 3/1/09 (e)

B3

1,410,000

856,575

Level 3 Communications, Inc. 9.125% 5/1/08

B3

3,885,000

3,486,788

Logix Communications Enterprises, Inc.
12.25% 6/15/08

-

4,040,000

1,292,800

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

2,485,000

2,074,975

9.5% 11/1/08

B1

1,205,000

1,174,875

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

580,000

569,850

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,870,000

2,690,625

Ono Finance PLC
13% 5/1/09

Caa1

2,075,000

1,960,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pathnet, Inc.
12.25% 4/15/08

-

$ 4,665,000

$ 2,612,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

7,983,000

3,153,285

12.75% 4/15/09

B3

2,510,000

1,706,800

Telecomunicaciones
de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

5,540,000

5,159,291

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,588,869

7.7% 7/20/29

Baa1

6,330,000

5,960,771

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

4,445,000

2,044,700

11.5% 12/1/07

Caa1

4,295,000

3,328,625

WinStar
Communications, Inc.:

0% 4/15/10 (e)(g)

B3

12,896,000

5,996,640

12.75% 4/15/10 (g)

B3

10,487,000

10,119,955

WorldCom, Inc.
8.875% 1/15/06

A3

3,139,000

3,254,704

82,715,607

TOTAL UTILITIES

154,069,460

TOTAL NONCONVERTIBLE BONDS

758,969,328

TOTAL CORPORATE BONDS

(Cost $818,133,022)

769,770,866

U.S. Government and Government
Agency Obligations - 7.4%

U.S. Government Agency Obligations - 3.4%

Fannie Mae:

0% 8/24/00

-

30,000,000

29,717,460

6% 5/15/08

Aaa

12,000,000

11,190,840

6.5% 4/29/09

Aaa

9,210,000

8,604,166

7.125% 2/15/05

Aaa

10,045,000

10,085,783

7.25% 5/15/30

Aaa

12,135,000

12,382,020

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,141,560

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,405,770

6.75% 2/1/02

Aaa

38,840,000

38,718,431

7.59% 3/10/05

Aaa

3,850,000

3,928,194

Freddie Mac:

0% 8/17/00

-

10,000,000

9,918,490

6.25% 7/15/04

Aaa

6,200,000

6,027,578

6.75% 8/1/05

Aaa

2,500,000

2,464,850

6.875% 1/15/05

Aaa

3,255,000

3,234,656

7% 7/15/05

Aaa

4,400,000

4,393,840

U.S. Government and Government Agency
Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7.625% 9/9/09

Aaa

$ 3,415,000

$ 3,366,985

Tennessee Valley Authority 7.125% 5/1/30

Aaa

2,570,000

2,580,794

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,879,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

156,040,798

U.S. Treasury Obligations - 4.0%

U.S. Treasury Bills, yield
at date of purchase
5.76% 8/24/00 (i)

-

8,000,000

7,935,864

U.S. Treasury Bonds:

5.25% 2/15/29

Aaa

750,000

665,625

6.875% 8/15/25

Aaa

715,000

779,236

7.625% 2/15/25

Aaa

10,290,000

12,167,925

8% 11/15/21

Aaa

2,200,000

2,659,602

8.125% 8/15/19

Aaa

58,400,000

70,600,344

8.875% 8/15/17

Aaa

4,027,000

5,133,177

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,150,438

12% 8/15/13

Aaa

3,740,000

5,049,000

13.875% 5/15/11 (callable)

Aaa

21,150,000

28,688,072

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

1,665,000

1,512,020

6.25% 10/31/01

Aaa

820,000

817,433

6.625% 6/30/01

Aaa

19,110,000

19,133,888

7% 7/15/06

Aaa

8,695,000

9,010,194

7.25% 8/15/04

Aaa

1,404,000

1,451,610

TOTAL U.S. TREASURY OBLIGATIONS

183,754,428

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $344,947,217)

339,795,226

U.S. Government Agency -
Mortgage Securities - 9.6%

Fannie Mae - 8.4%

6% 1/1/11 to 1/1/29

Aaa

55,576,630

51,894,145

6.5% 5/1/14 to 1/1/30

Aaa

112,916,299

106,742,974

7% 8/1/13 to 12/1/29

Aaa

126,273,999

122,195,551

7.5% 7/1/16 to 3/1/30

Aaa

30,045,234

29,660,358

7.5% 7/1/30 (h)

Aaa

25,600,000

25,224,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 9/1/26 to 3/1/30

Aaa

$ 1,472,835

$ 1,478,817

8% 7/1/30 (h)

Aaa

44,860,000

45,028,225

TOTAL FANNIE MAE

382,224,070

Freddie Mac - 0.1%

7.5% 5/1/17 to 7/1/29

Aaa

3,977,164

3,939,908

8% 7/1/17 to 5/1/27

Aaa

616,237

621,896

8.5% 7/1/22 to 6/1/23

Aaa

23,330

23,822

TOTAL FREDDIE MAC

4,585,626

Government National Mortgage Association - 1.1%

6% 12/15/08 to 6/15/09

Aaa

2,339,469

2,255,515

6.5% 6/15/08 to 7/15/09

Aaa

10,988,800

10,770,268

7% 7/15/28

Aaa

17,866,601

17,369,552

7.5% 9/15/22 to 8/15/28

Aaa

19,270,248

19,157,679

8% 5/15/25

Aaa

80,865

81,775

8.5% 12/15/16

Aaa

25,719

26,519

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

49,661,308

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $444,523,943)

436,471,004

Asset-Backed Securities - 0.7%

Airplanes pass through trust 10.875% 3/15/19

Ba2

2,513,697

1,860,135

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,651,903

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,855,508

CIT Marine Trust
5.8% 4/15/10

Aaa

5,920,000

5,720,200

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

586,472

583,539

CPS Auto Receivables Trust 6% 8/15/03

Aaa

2,157,284

2,127,622

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,460,563

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,643,569

6.4% 12/15/02

Aa2

1,480,000

1,460,760

7.03% 11/15/03

Aaa

704,000

703,450

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

361,150

360,810

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Olympic Automobile Receivables Trust
6.7% 3/15/02

Aaa

$ 193,142

$ 193,082

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
6.125% 2/5/03 (g)(j)

Baa2

1,549,554

1,542,048

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,650,000

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

2,101,899

2,088,106

TOTAL ASSET-BACKED SECURITIES

(Cost $34,231,746)

32,901,295

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(g)(j)

Ba3

1,007,822

485,959

U.S. Government Agency - 0.3%

Bank America Mortgage Securities, Inc.:

Series 1999-3, Class A1 6.25% 5/25/14

AAA

6,026,533

5,696,016

Series 1999-6, Class A1 6.25% 7/25/14

AAA

3,828,300

3,614,872

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

2,970,516

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,336,344

TOTAL U.S. GOVERNMENT AGENCY

14,617,748

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $14,957,335)

15,103,707

Commercial Mortgage Securities - 1.6%

Bankers Trust REMIC Trust 1998-1 Series 1998-S1A Class G, 8.5632% 11/28/02 (g)(j)

Baa3

1,000,000

960,625

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(j)

-

1,900,000

1,316,938

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (g)(j)

BBB

1,095,356

1,088,810

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay
Series 1996-1:

Class A-3PI,
7.08% 11/1/07

AA

$ 3,000,000

$ 2,947,266

Class B, 7.48% 2/1/08

A

2,320,000

2,266,984

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,267,572

Series 1998-FL1 Class E, 7.4913% 1/10/13 (g)(j)

Baa2

5,490,000

5,465,553

Deutsche Mortgage &
Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

4,260,000

3,826,678

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,471,152

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,259,031

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,148,266

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,138,500

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,073,338

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (g)(j)

-

500,000

330,469

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

750,000

285,000

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(j)

-

1,300,000

1,040,813

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba3

750,000

603,164

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(j)

Baa3

4,930,000

4,262,332

LTC Commercial Mortgage pass through certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

2,997,247

2,819,754

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (g)(j)

-

1,509,471

1,501,216

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (j)

Baa2

$ 4,260,000

$ 3,886,585

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (g)(j)

-

800,000

740,875

Penn Mutual Life Insurance Co. (The)/Penn Insurance & Annuity Co.
Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,473,000

953,768

Class L, 7.9% 11/15/26 (g)

-

1,133,000

595,710

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

1,620,000

1,635,694

Structured Asset
Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (g)

BB

1,200,000

1,105,734

Series 1996-CFL:

Class E,
7.75% 2/25/28

BBB

2,390,000

2,370,021

Class G,
7.75% 2/25/28 (g)

B+

1,000,000

887,500

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

4,200,000

3,975,234

Series D-2,
6.992% 12/15/10 (g)

Baa2

4,120,000

3,791,205

Series E-2,
7.224% 12/15/10 (g)

Baa3

2,450,000

2,200,789

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $77,443,303)

73,216,576

Foreign Government and Government
Agency Obligations - 0.5% (k)

Israeli State euro
6.375% 12/19/01

A3

3,350,000

3,301,794

Korean Republic yankee:

8.75% 4/15/03

Baa2

1,340,000

1,364,066

8.875% 4/15/08

Baa2

1,868,000

1,926,842

Newfoundland Province yankee 11.
625% 10/15/07

Baa1

2,000,000

2,455,600

Quebec Province
7.5% 9/15/29

A2

7,220,000

7,093,000

United Mexican States 9.875% 2/1/10

Baa3

5,110,000

5,339,950

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $21,783,424)

21,481,252

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

$ 4,750,000

$ 4,524,945

Purchased Bank Debt - 1.3%

Allied Waste North America, Inc. term loan:

9.5625% 7/21/06 (j)

Ba3

2,272,727

2,130,682

9.7542% 7/21/07 (j)

Ba3

2,727,273

2,556,818

American Tower L P term loan 9.53% 12/31/07 (j)

-

3,400,000

3,417,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (j)

Ba3

6,000,000

5,962,500

Crown Castle Operating Co. term loan 9.46% 6/15/08 (j)

Ba3

4,200,000

4,210,500

Dynatech LLC term loan 10.03% 9/1/07 (j)

-

4,240,000

4,218,800

Huntsman ICI Chemicals LLC sr. secured:

term B loan
9.875% 6/30/07 (j)

-

1,837,630

1,842,224

term C loan
9.8128% 6/30/08 (j)

-

2,382,200

2,388,156

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (j)

-

4,300,000

4,418,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (j)

Ba2

4,250,000

4,260,625

Nextel Finance Co.
term loan:

9.6875% 6/30/08 (j)

Ba2

3,000,000

3,011,250

10.375% 12/31/08 (j)

Ba2

3,000,000

3,011,250

Packaging Corp. of America term loan 0% 5/22/07 (j)

-

2,500,000

2,506,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (j)

B1

1,665,000

1,654,594

Tritel Holding Corp.
term loan
11.15% 12/31/07 (j)

B2

4,250,000

4,265,938

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (j)

B+

$ 5,100,000

$ 5,087,250

Wci Capital Corp. term loan 11.43% 9/30/07 (j)

B2

3,600,000

3,591,000

TOTAL PURCHASED BANK DEBT

(Cost $58,603,499)

58,533,087

Bank Notes - 0.2%

Bank One NA 6.29% 8/25/00
(Cost $11,350,000)

11,350,000

11,332,056

Certificates of Deposit - 0.2%

Canadian Imperial Bank
of Commerce yankee
7.01% 11/27/00
(Cost $11,500,000)

11,500,000

11,506,374

Commercial Paper - 2.3%

CIT Group, Inc. 6.43% 7/5/00

11,000,000

10,995,875

Daimler-Chrysler North America Holding Corp. yankee
6.65% 11/7/00

10,000,000

9,766,461

Falcon Asset Securitization Corp. 6.58% 8/10/00

11,000,000

10,923,715

General Motors Acceptance Corp. 6.62% 8/23/00

10,000,000

9,906,925

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

10,000,000

9,763,858

Kitty Hawk Funding Corp.
6.6% 7/20/00

10,000,000

9,968,786

Montauk Funding Corp. yankee 6.58% 7/12/00

11,000,000

10,981,575

Preferred Receivables Funding Corp. 6.58% 7/18/00

11,000,000

10,969,475

Windmill Funding Corp. yankee 6.58% 7/20/00

11,000,000

10,965,352

Woolwich PLC yankee
6.21% 7/19/00

11,400,000

11,366,408

TOTAL COMMERCIAL PAPER

(Cost $105,548,446)

105,608,430

Cash Equivalents - 9.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 30,341,270

$ 30,324,000

Shares

Central Cash Collateral Fund, 6.71% (c)

659,100

659,100

Taxable Central Cash Fund, 6.59% (c)

394,173,790

394,173,790

TOTAL CASH EQUIVALENTS

(Cost $425,156,890)

425,156,890

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $4,073,306,528)

4,573,384,257

NET OTHER ASSETS - (0.3)%

(15,209,059)

NET ASSETS - 100%

$ 4,558,175,198

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

634 S&P 500 Stock Index Contracts

Sept. 2000

$ 232,693,850

$ (1,400,223)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $125,044,672 or 2.7% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,935,864.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(l) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP
6.6338% 7/27/00

1/25/99

$ 12,900,000

Micron Technology, Inc.
6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

20.8%

AAA, AA, A

17.8%

Baa

6.5%

BBB

6.0%

Ba

1.7%

BB

1.9%

B

5.3%

B

5.8%

Caa

1.3%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,703,007,563 and $2,385,422,392, respectively, of which long-term U.S. government and government agency obligations aggregated $703,320,022 and $737,829,262, respectively.

The market value of futures contracts opened and closed during the period amounted to $369,738,823 and $140,715,190, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $30,209 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $15,403,891 and 0.3% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $659,757. The fund received cash collateral of $659,100 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $4,073,709,121. Net unrealized appreciation aggregated $499,675,136, of which $646,290,978 related to appreciated investment securities and $146,615,842 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $30,324,000)
(cost $4,073,306,528) -
See accompanying schedule

$ 4,573,384,257

Cash

417,051

Receivable for investments sold

78,404,347

Receivable for fund shares sold

538,054

Dividends receivable

1,365,550

Interest receivable

27,511,966

Receivable for daily variation on futures contracts

1,131,992

Other receivables

132,043

Total assets

4,682,885,260

Liabilities

Payable for investments purchased
Regular delivery

$ 73,353,664

Delayed delivery

44,912,865

Payable for fund shares redeemed

3,398,939

Accrued management fee

2,015,725

Distribution fees payable

2,417

Other payables and
accrued expenses

367,352

Collateral on securities loaned,
at value

659,100

Total liabilities

124,710,062

Net Assets

$ 4,558,175,198

Net Assets consist of:

Paid in capital

$ 3,894,821,160

Undistributed net investment income

93,150,596

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

71,519,816

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

498,683,626

Net Assets

$ 4,558,175,198

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,529,401,644
÷
273,761,954 shares)

$16.55

Service Class:
Net Asset Value, offering
price and redemption price
per share ($28,004,993
÷
1,701,507 shares)

$16.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($768,561
÷ 46,732 shares)

$16.45

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 16,298,613

Interest

82,305,154

Security lending

650

Total income

98,604,417

Expenses

Management fee

$ 12,350,508

Transfer agent fees

1,535,078

Distribution fees

13,162

Accounting and security lending fees

334,234

Non-interested trustees' compensation

15,911

Custodian fees and expenses

55,539

Registration fees

12,422

Audit

22,607

Legal

16,406

Miscellaneous

30,810

Total expenses before reductions

14,386,677

Expense reductions

(144,577)

14,242,100

Net investment income

84,362,317

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

70,050,664

Foreign currency transactions

(13)

Futures contracts

5,070,440

75,121,091

Change in net unrealized appreciation (depreciation) on:

Investment securities

(193,765,715)

Assets and liabilities in
foreign currencies

(7)

Futures contracts

(1,400,223)

(195,165,945)

Net gain (loss)

(120,044,854)

Net increase (decrease) in net assets resulting from operations

$ (35,682,537)

Other Information

Expense reductions
Directed brokerage arrangements

$ 134,129

Custodian credits

10,448

$ 144,577

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 84,362,317

$ 163,666,158

Net realized gain (loss)

75,121,091

365,307,199

Change in net unrealized appreciation (depreciation)

(195,165,945)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(35,682,537)

514,281,634

Distributions to shareholders
From net investment income

(154,095,495)

(161,497,855)

From net realized gain

(363,069,869)

(204,563,949)

Total distributions

(517,165,364)

(366,061,804)

Share transactions - net increase (decrease)

150,420,217

(98,885,126)

Total increase (decrease) in net assets

(402,427,684)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $93,150,596 and $163,666,159, respectively)

$ 4,558,175,198

$ 4,960,602,882

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,773,047

$ 130,415,409

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(29,837,358)

(502,371,635)

(45,749,338)

(801,281,286)

Net increase (decrease)

9,389,691

$ 142,631,253

(5,767,136)

$ (115,434,485)

Service Class
Sold

388,675

$ 6,434,099

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(118,776)

(1,991,210)

(131,705)

(2,298,185)

Net increase (decrease)

427,593

$ 7,010,144

953,401

$ 16,549,359

Service Class 2 A
Sold

49,063

$ 817,391

-

$ -

Reinvested

666

10,842

-

-

Redeemed

(2,997)

(49,413)

-

-

Net increase (decrease)

46,732

$ 778,820

-

$ -

Distributions
From net investment income
Initial Class

$ 153,336,461

$ 161,271,317

Service Class

755,842

226,538

Service Class 2 A

3,192

-

Total

$ 154,095,495

$ 161,497,855

From net realized gain
Initial Class

$ 361,250,806

$ 204,277,001

Service Class

1,811,413

286,948

Service Class 2 A

7,650

-

Total

$ 363,069,869

$ 204,563,949

$ 517,165,364

$ 366,061,804

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

$ 13.79

Income from Investment Operations

Net investment income

.30 D

.59 D

.59 D

.57 D

.63

.30

Net realized and unrealized gain (loss)

(.44)

1.28

1.84

2.58

1.55

1.99

Total from investment operations

(.14)

1.87

2.43

3.15

2.18

2.29

Less Distributions

From net investment income

(.59)

(.60)

(.57)

(.59)

(.57)

(.29)

From net realized gain

(1.39)

(.76)

(1.71)

(1.48)

(.47)

-

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

(.29)

Net asset value, end of period

$ 16.55

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Total Return B, C

(.69)%

11.09%

15.05%

20.65%

14.60%

16.96%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,529,402

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

$ 3,333,844

Ratio of expenses to average net assets

.61% A

.63%

.64%

.65%

.74%

.81%

Ratio of expenses to average net assets after
expense reductions

.61% A

.62% F

.63% F

.64% F

.73% F

.79% F

Ratio of net investment income to average net assets

3.59% A

3.36%

3.46%

3.43%

3.60%

3.54%

Portfolio turnover

78% A

94%

113%

101%

168%

256%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.29

.56

.57

.10

Net realized and unrealized gain (loss)

(.45)

1.29

1.82

.29

Total from investment operations

(.16)

1.85

2.39

.39

Less Distributions

From net investment income

(.58)

(.60)

(.57)

-

From net realized gain

(1.39)

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 16.46

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(.74)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,005

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.71% A

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% A

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.49% A

3.25%

3.49%

3.52% A

Portfolio turnover

78% A

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.24

Net realized and unrealized gain (loss)

.01 E

Total from investment operations

.25

Less Distributions

From net investment income

(.58)

From net realized gain

(1.39)

Total distributions

(1.97)

Net asset value, end of period

$ 16.45

Total Return B

1.49%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 769

Ratio of expenses to average net assets

.84% A

Ratio of net investment income to average net assets

3.36% A

Portfolio turnover

78% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Initial Class

-4.59%

7.30%

11.98%

ML High Yield Master II

-0.97%

7.03%

10.83%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - 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. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Initial Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $31,015 - a 210.15% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $27,971 - a 179.71% increase.

Investment Summary

Top Five Holdings as of June 30, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.5

NEXTLINK Communications, Inc.

4.4

WinStar Communications, Inc.

3.0

Allied Waste North America, Inc.

2.7

ICG Holdings, Inc.

2.5

18.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Utilities

31.8

Media & Leisure

23.8

Technology

8.2

Basic Industries

7.8

Industrial Machinery & Equipment

5.2

Quality Diversification as of June 30, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.2

Ba

4.0

B

53.1

Caa, Ca, C

13.5

Not Rated

7.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2000 account for 7.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. For the six-month period that ended June 30, 2000, the fund lagged the -1.00% return of the Merrill Lynch High Yield Master Index II. The fund also underperformed the index's -0.97% return for the 12-month period ending June 30, 2000.

Q. What factors drove the high-yield market's performance and how did those factors, in turn, affect the fund's performance?

A. As they did throughout most of 1999, rising interest rates continued to put pressure on high-yield bonds and most other fixed-income investments. From January through June 2000, the Federal Reserve Board raised interest rates three times to cool the economy and the stock market. Compounding the effects of the difficult interest-rate backdrop was the fact that the "technicals" - supply and demand - were unfavorable. While supply had tapered off significantly from the same six-month period a year earlier, demand was quite weak. Furthermore, the default rate - which measures the percentage of high-yield debt that companies are unable or unwilling to honor - continued to rise, which also cooled demand. Those factors conspired to drive the high-yield market and the fund lower.

Q. Why did the fund underperform the Merrill Lynch index?

A. Unfortunately, a small handful of disappointments significantly detracted from the fund's performance. Given the overall negative tone of the high-yield market, investors severely punished companies that had worse-than-expected results. Most of the fund's underperformance can be accounted for by losses in securities of three holdings that defaulted: Sunterra Resorts, Specialty Retailers - the operating subsidiary of Stages Stores, Inc. - and competitive local exchange carrier GST Telecom. Also, continued weakness in the theater industry due to an overbuilding of new movie theaters pressured bonds in that sector.

Q. What holdings held up well against the difficult backdrop?

A. Telecommunications holdings outperformed the overall market. Many of these companies began to see very attractive returns from their network investments as they neared critical mass. Overall demand for telecom services, particularly high-speed data transmission, continued to be very robust. Within telecommunications, the fund benefited from its holdings in WinStar Communications, which refinanced its debt at very favorable terms during the period. Cable companies also performed well. In particular, our holdings in two international cable concerns, UnitedGlobalCom and Telewest both benefited from their investments in advanced networks that allow them to bundle high-speed Internet access and telephony with cable TV. In addition, both companies successfully raised equity during the period. Also, our position in Allied Waste - now the nation's second-largest waste management company - rebounded during the period and was a significant contributor to performance.

Q. What changes did you make over the past six months?

A. One of the most significant changes was that I concentrated more of the fund in larger, more liquid holdings. Historically, I've tried to find value among less-followed small- and mid-tier companies. But it became clear that the market environment was one that overly punished companies in those groups that disappoint. As a result, I focused on the larger-cap companies in the high-yield universe, particularly those with strong operating fundamentals and access to capital. As examples, I added to some of the fund's larger holdings, including telecommunications companies Nextel and NEXTLINK and direct broadcast satellite company Echostar.

Q. What's your outlook?

A. In my view, the relatively cheap valuations of high-yield bonds offer cause for optimism. The average high-yield bond is selling in the low 80s as a percentage of par - or face - value with yields nearing 13%, or twice the absolute level of U.S. Treasury bond yields. We haven't really seen that type of value since 1990 when the U.S. economy was in a recession. Even though the economy may slow in response to higher interest rates, I think the risk of a recession is limited over the near term. Steady economic growth would likely be a positive backdrop for this market. While I can't pinpoint exactly what will be the catalyst for a high-yield market turnaround, I would expect that the end of the Fed's campaign to raise interest rates could provide a significant boost for high-yield and other fixed-income securities as well.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: to seek high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2000, more than $2.2 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 75.4%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 3.3%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

$ 14,680,000

$ 9,762,200

MEDIA & LEISURE - 2.2%

Broadcasting - 2.2%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

-

50,665,000

48,195,081

UTILITIES - 0.7%

Cellular - 0.7%

Nextel
Communications, Inc.:

5.25% 1/15/10 (f)

B1

10,000,000

10,350,000

5.25% 1/15/10

B1

5,000,000

5,175,000

15,525,000

TOTAL CONVERTIBLE BONDS

73,482,281

Nonconvertible Bonds - 72.1%

BASIC INDUSTRIES - 7.7%

Chemicals & Plastics - 5.0%

Acetex Corp. yankee 9.75% 10/1/03

B3

3,000,000

2,805,000

Avecia Group PLC 11% 7/1/09

B2

7,275,000

7,129,500

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

4,275,000

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

9,344,000

9.5% 7/1/07 (f)

B2

32,830,000

29,957,375

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

12,390,000

Huntsman ICI Holdings LLC 0% 12/31/09

B3

34,102,000

10,912,640

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

3,740,000

3,702,600

9.875% 5/1/07

Ba3

9,420,000

9,325,800

10.875% 5/1/09

B2

18,455,000

18,316,588

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

5,030,000

4,074,300

112,232,803

Metals & Mining - 0.4%

Kaiser Aluminum & Chemical Corp.:

9.875% 2/15/02

B1

2,455,000

2,369,075

12.75% 2/1/03

B3

6,958,000

6,331,780

8,700,855

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Packaging & Containers - 1.0%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

$ 14,080,000

$ 10,841,600

9.75% 6/15/07

Caa1

5,370,000

4,188,600

Packaging Corp. of America 9.625% 4/1/09

B2

7,470,000

7,376,625

22,406,825

Paper & Forest Products - 1.3%

APP China Group Ltd. 14% 3/15/10 unit (f)

B3

4,875,000

3,071,250

APP Finance II Mauritius Ltd. 12% 3/15/04

B3

4,175,000

2,129,250

Container Corp. of America gtd. 9.75% 4/1/03

B2

1,690,000

1,681,550

Millar Western Forest Products Ltd. 9.875% 5/15/08

B3

13,115,000

12,295,313

Repap New Brunswick, Inc.:

11.5% 6/1/04

B3

1,795,000

1,803,975

yankee 10.625% 4/15/05

Caa1

6,340,000

5,579,200

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,184,500

27,745,038

TOTAL BASIC INDUSTRIES

171,085,521

CONSTRUCTION & REAL ESTATE - 2.0%

Building Materials - 0.3%

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

7,360,000

Construction - 0.1%

Great Lakes Dredge & Dock Corp. 11.25% 8/15/08

B3

50,000

49,375

Lennar Corp. 9.95% 5/1/10 (f)

Ba1

3,010,000

2,964,850

3,014,225

Engineering - 0.6%

360networks, Inc. 13% 5/1/08 (f)

B3

12,660,000

12,533,400

Real Estate - 0.9%

LNR Property Corp.:

9.375% 3/15/08

B1

14,395,000

12,523,650

10.5% 1/15/09

B1

7,040,000

6,476,800

19,000,450

Real Estate Investment Trusts - 0.1%

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

3,520,000

2,710,400

TOTAL CONSTRUCTION & REAL ESTATE

44,618,475

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.1%

Federal-Mogul Corp. 7.5% 1/15/09

Ba2

$ 5,455,000

$ 3,600,300

Textiles & Apparel - 0.2%

Levi Strauss & Co.:

6.8% 11/1/03

Ba3

3,775,000

3,095,500

7% 11/1/06

Ba3

755,000

573,800

3,669,300

TOTAL DURABLES

7,269,600

ENERGY - 2.0%

Coal - 0.4%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

10,210,000

9,469,775

Energy Services - 0.4%

Cliffs Drilling Co. 10.25% 5/15/03

Ba3

900,000

904,500

R&B Falcon Corp.:

6.5% 4/15/03

Ba3

5,525,000

5,124,438

6.75% 4/15/05

Ba3

1,260,000

1,137,150

6.95% 4/15/08

Ba3

750,000

637,500

9.5% 12/15/08

Ba3

595,000

597,975

8,401,563

Oil & Gas - 1.2%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

1,610,000

1,493,275

8.5% 3/15/12

B2

1,435,000

1,205,400

9.125% 4/15/06

B2

3,565,000

3,377,838

Great Lakes Carbon Corp.:

0% 5/15/09 (d)

Caa1

15,215,000

6,086,000

10.25% 5/15/08 pay-in-kind

B3

8,550,000

6,840,000

Plains Resources, Inc.:

Series B 10.25% 3/15/06

B2

5,860,000

5,801,400

Series D 10.25% 3/15/06

B2

2,770,000

2,742,300

27,546,213

TOTAL ENERGY

45,417,551

FINANCE - 2.2%

Credit & Other Finance - 2.0%

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

14,905,000

6,930,825

10% 3/15/04

Caa3

1,824,000

839,040

APP Global Finance III 10.7513% 4/17/02 (g)

Caa1

2,400,000

1,704,000

Delta Financial Corp. 9.5% 8/1/04

B3

1,350,000

607,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

$ 4,870,000

$ 4,139,500

Imperial Credit Industries 9.875% 1/15/07

B3

17,470,000

12,578,400

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

2,720,000

1,768,000

7.875% 8/1/03

Ba2

6,900,000

4,278,000

Metris Companies, Inc.:

10% 11/1/04

Ba3

100,000

94,000

10.125% 7/15/06

Ba3

1,810,000

1,719,500

MFN Financial Corp. 10% 3/23/01

-

10,000,000

9,600,000

PX Escrow Corp. 0% 2/1/06 (d)

B3

3,190,000

1,339,800

45,598,565

Insurance - 0.2%

Willis Corroon Corp. 9% 2/1/09

Ba3

5,500,000

4,606,250

TOTAL FINANCE

50,204,815

HEALTH - 1.9%

Drugs & Pharmaceuticals - 0.3%

Global Health Sciences, Inc. 11% 5/1/08

Caa1

7,970,000

1,992,500

Warner Chilcott, Inc. 12.625% 2/15/08 (f)

B2

4,815,000

4,863,150

6,855,650

Medical Facilities Management - 1.6%

Express Scripts, Inc. 9.625% 6/15/09

Ba2

9,055,000

8,828,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

7,330,000

1,795,850

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Oxford Health Plans, Inc. 11% 5/15/05

B2

14,465,000

14,935,113

Unilab Corp. 12.75% 10/1/09

B3

8,920,000

9,187,600

34,748,351

TOTAL HEALTH

41,604,001

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 0.7%

Loral Space & Communications Ltd. 9.5% 1/15/06

B1

1,185,000

865,050

Motors & Gears, Inc. 10.75% 11/15/06

B3

9,170,000

8,803,200

Telex Communications, Inc. 10.5% 5/1/07

B2

7,490,000

5,018,300

14,686,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.7%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 8,500,000

$ 7,522,500

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa1

11,470,000

4,129,200

Thermadyne Manufacturing LLC 9.875% 6/1/08

B3

4,470,000

3,441,900

Tokheim Corp. 11.375% 8/1/08

Ca

9,030,000

903,000

15,996,600

Pollution Control - 2.9%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,701,700

7.625% 1/1/06

Ba2

1,185,000

1,030,950

7.875% 1/1/09

Ba2

1,965,000

1,670,250

10% 8/1/09

B2

65,360,000

54,902,400

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

2,205,000

9.75% 6/15/03

Caa3

7,171,000

3,226,950

64,737,250

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

95,420,400

MEDIA & LEISURE - 18.8%

Broadcasting - 15.2%

Adelphia
Communications Corp.:

7.75% 1/15/09

B1

7,000,000

5,897,500

9.875% 3/1/05

B1

3,400,000

3,315,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

3,435,000

2,644,950

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

11,160,000

9,848,700

10.25% 1/15/10

B2

4,005,000

3,884,850

Diamond Cable Communications PLC:

0% 2/15/07 (d)

B3

11,561,000

8,873,068

yankee 0% 12/15/05 (d)

B3

9,875,000

9,233,125

Earthwatch, Inc. 0% 7/15/07 unit (d)(f)

-

16,560,000

10,598,400

EchoStar DBS Corp. 9.375% 2/1/09

B2

14,860,000

14,339,900

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,050,000

4,991,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (d)

B1

$ 210,000

$ 181,125

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

10,640,000

7,155,400

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (f)

B3

6,050,000

5,384,500

International Cabletel, Inc. 0% 2/1/06 (d)

B3

40,484,000

37,245,280

LIN Holdings Corp. 0% 3/1/08 (d)

B3

11,678,000

7,678,285

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

17,095,000

11,795,550

NTL Communications Corp. 11.5% 10/1/08

B3

14,080,000

14,185,600

NTL, Inc. 0% 4/1/08 (d)

B3

2,380,000

1,475,600

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

7,585,000

7,433,300

Satelites Mexicanos SA de CV:

10.125% 11/1/04

B3

20,460,000

13,810,500

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,968,140

Spectrasite Holdings, Inc. 0% 4/15/09 (d)

B3

18,670,000

10,781,925

Telewest PLC 0% 10/1/07 (d)

B1

26,492,000

25,299,860

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (d)

B2

40,240,000

37,020,800

Series D 0% 5/15/06 (d)

B2

5,620,000

5,170,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

49,076,000

33,862,440

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

28,175,000

13,242,250

10.875% 8/1/09

B2

13,240,000

11,651,200

11.25% 2/1/10

B2

6,005,000

5,404,500

XM Satellite Radio, Inc. 14% 3/15/10 unit (f)

-

6,055,000

5,328,400

337,701,548

Entertainment - 1.5%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,030,000

1,934,400

9.5% 2/1/11

Caa3

5,390,000

2,479,400

Hollywood Entertainment Corp. 10.625% 8/15/04

B3

10,690,000

9,166,675

MGM Grand, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,029,100

Premier Parks, Inc.:

0% 4/1/08 (d)

B3

4,710,000

3,196,913

9.25% 4/1/06

B3

4,745,000

4,484,025

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Entertainment - continued

Regal Cinemas, Inc.:

8.875% 12/15/10

Ca

$ 2,660,000

$ 638,400

9.5% 6/1/08

Ca

24,035,000

6,008,750

33,937,663

Leisure Durables & Toys - 0.3%

Marvel Enterprises, Inc. 12% 6/15/09

-

8,750,000

6,650,000

Lodging & Gaming - 1.2%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

8,750,000

8,181,250

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,727,800

Hollywood Casino Corp. 11.25% 5/1/07

B3

6,210,000

6,365,250

ITT Corp. 7.375% 11/15/15

Ba1

4,270,000

3,576,125

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,060,000

5,757,000

26,607,425

Restaurants - 0.6%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

10,485,000

9,960,750

NE Restaurant, Inc. 10.75% 7/15/08

B3

5,135,000

4,005,300

13,966,050

TOTAL MEDIA & LEISURE

418,862,686

NONDURABLES - 0.4%

Household Products - 0.4%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

4,286,400

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,533,200

9,819,600

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.7%

Mothers Work, Inc. 12.625% 8/1/05

B3

15,320,000

14,324,200

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

14,512,900

Drug Stores - 0.2%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

6,175,000

3,180,125

7.125% 1/15/07

Caa1

3,920,000

2,077,600

5,257,725

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Grocery Stores - 0.3%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (c)

C

$ 9,685,000

$ 193,700

12% 3/1/06 (c)

Caa3

2,590,000

323,750

Pathmark Stores, Inc. 9.625% 5/1/03 (c)

Caa3

10,127,000

6,987,630

7,505,080

TOTAL RETAIL & WHOLESALE

27,275,705

SERVICES - 2.1%

Leasing & Rental - 0.2%

Rent-A-Center, Inc. 11% 8/15/08

B2

3,980,000

3,860,600

Printing - 1.2%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

21,446,700

World Color Press, Inc. 7.75% 2/15/09

Baa3

5,090,000

4,644,625

26,091,325

Services - 0.7%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

247,000

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,803,800

Medaphis Corp. 9.5% 2/15/05

Caa1

13,713,000

10,284,750

16,335,550

TOTAL SERVICES

46,287,475

TECHNOLOGY - 8.1%

Computer Services & Software - 5.0%

Amazon.com, Inc. 0% 5/1/08 (d)

Caa1

7,070,000

3,817,800

Colo.com 13.875% 3/15/10 unit (f)

-

9,755,000

10,340,300

Concentric Network Corp. 12.75% 12/15/07

B-

12,760,000

13,398,000

Covad Communications Group, Inc.:

0% 3/15/08 (d)

B3

19,440,000

9,525,600

12% 2/15/10

B3

15,575,000

12,070,625

12.5% 2/15/09

B3

7,684,000

6,108,780

Exodus
Communications, Inc.:

10.75% 12/15/09

B-

21,765,000

21,112,050

11.625% 7/15/10 (f)

B

9,025,000

9,070,125

PSINet, Inc.:

10% 2/15/05

B3

12,670,000

11,688,075

10.5% 12/1/06

B3

6,010,000

5,529,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

PSINet, Inc.: - continued

11% 8/1/09

B3

$ 4,790,000

$ 4,430,750

11.5% 11/1/08

B3

5,500,000

5,183,750

112,275,055

Computers & Office Equipment - 1.0%

Dictaphone Corp. 11.75% 8/1/05

Caa1

8,516,000

8,665,030

Globix Corp. 12.5% 2/1/10

B-

14,995,000

12,370,875

21,035,905

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

19,385,000

17,834,200

Electronics - 1.3%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,380,000

3,633,500

Details, Inc. 10% 11/15/05

B3

2,040,000

1,938,000

Hadco Corp. 9.5% 6/15/08

B2

12,835,000

12,867,088

Knowles Electronics, Inc. 13.125% 10/15/09 (f)

B3

3,500,000

2,992,500

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,350,000

29,781,088

TOTAL TECHNOLOGY

180,926,248

TRANSPORTATION - 0.4%

Air Transportation - 0.4%

Atlas Air, Inc. 10.75% 8/1/05

B1

9,225,000

9,363,375

UTILITIES - 20.7%

Cellular - 8.4%

Cellnet Data Systems, Inc. 0% 10/1/07 (d)

-

69,670,000

5,573,600

Crown Castle International Corp. 10.75% 8/1/11

B3

6,195,000

6,287,925

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

6,585,000

6,634,388

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

35,735,000

27,158,600

Metrocall, Inc.:

10.375% 10/1/07

B3

10,455,000

7,318,500

11% 9/15/08

B3

3,410,000

2,404,050

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

43,200,000

36,720,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nextel Communications, Inc. 9.375% 11/15/09

B1

$ 21,110,000

$ 20,265,600

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

18,480,000

12,196,800

Orbital Imaging Corp.:

11.625% 3/1/05

CCC+

7,110,000

2,986,200

11.625% 3/1/05

CCC+

3,680,000

1,545,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

12,460,000

4,984,000

11.25% 1/15/07

B2

5,800,000

3,393,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

20,235,000

19,324,425

Telesystem International Wireless, Inc.:

0% 6/30/07 (d)

Caa1

20,940,000

14,658,000

0% 11/1/07 (d)

Caa1

25,685,000

15,411,000

186,861,688

Telephone Services - 12.3%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

5,387,000

3,919,043

Bestel SA de CV 0% 5/15/05 (d)

-

8,075,000

5,733,250

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

19,760,000

8,892,000

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

2,965,000

2,816,750

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

4,435,000

4,124,550

12% 11/1/07

Caa1

3,600,000

3,384,000

ICG Holdings, Inc.:

0% 9/15/05 (d)

B3

28,000,000

26,880,000

0% 5/1/06 (d)

B3

9,255,000

7,542,825

ICG Services, Inc.:

0% 2/15/08 (d)

B3

37,500,000

18,000,000

0% 5/1/08 (d)

B3

2,950,000

1,357,000

Intermedia Communications, Inc.:

0% 5/15/06 (d)

B2

145,000

137,750

0% 7/15/07 (d)

B2

7,835,000

6,072,125

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,400,000

8,342,000

13.5% 5/15/09

Caa2

6,710,000

5,569,300

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

6,970,000

2,230,400

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

19,255,000

18,918,038

NEXTLINK
Communications, Inc.:

0% 12/1/09 (d)

B2

11,215,000

6,448,625

10.75% 11/15/08

B3

340,000

334,900

10.75% 6/1/09

B2

10,690,000

10,529,650

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Optel Communications Corp. 15% 12/30/04 (h)

-

$ 14,907,563

$ 14,162,185

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

11,342,800

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

B3

21,980,000

8,682,100

12.75% 4/15/09

B3

7,480,000

5,086,400

14% 2/15/10 (f)

B3

7,210,000

5,191,200

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

B2

6,026,000

4,790,670

RSL Communications PLC 9.875% 11/15/09

B2

7,195,000

4,676,750

Teligent, Inc. 11.5% 12/1/07

Caa1

4,625,000

3,584,375

WinStar
Communications, Inc.:

0% 4/15/10 (d)(f)

B3

36,689,000

17,060,385

12.5% 4/15/08 (f)

B3

17,930,000

17,481,750

12.75% 4/15/10 (f)

B3

31,418,000

30,318,370

Worldwide Fiber, Inc. 12% 8/1/09

B3

11,800,000

11,033,000

274,642,191

TOTAL UTILITIES

461,503,879

TOTAL NONCONVERTIBLE BONDS

1,609,659,331

TOTAL CORPORATE BONDS

(Cost $1,951,710,007)

1,683,141,612

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,191,851)

Ba2

2,884,084

2,134,222

Commercial Mortgage Securities - 1.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Commercial Mortgage Acceptance Corp. pass through certificates Series 1998-C2 Class F, 5.44% 5/15/13 (f)(g)

BB+

$ 4,500,000

$ 2,825,860

Commercial Mortgage
Asset Trust pass through certificates Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,046,680

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,890,848

4,946,634

LB Multifamily Mortgage Trust Series 1991-4
Class A1, 8.125% 4/25/21 (g)

Caa1

2,313,015

1,850,412

Meritor Mortgage Security Corp. Series 1987 1
Class B, 9.4% 2/1/10 (c)(f)

-

1,350,000

116,505

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3177% 11/18/31 (f)(g)

Ba1

4,500,000

3,608,190

Nationslink Funding Corp. Commercial Mortgage pass through certificates Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,351,094

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(g)

-

2,200,000

2,037,406

Series 1998-ST1A
Class B1A, 9.4013% 1/15/03 (f)(g)

-

4,000,000

3,725,000

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,110,266

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,588,438

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $28,843,213)

29,206,485

Common Stocks - 3.2%

Shares

BASIC INDUSTRIES - 0.1%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

4,080

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

52,000

Common Stocks - continued

Shares

Value (Note 1)

BASIC INDUSTRIES - continued

Packaging & Containers - 0.1%

Packaging Corp. of America

150,000

$ 1,518,750

TOTAL BASIC INDUSTRIES

1,574,830

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

International Utility Structures, Inc. unit

2,500

1,750,000

Real Estate - 0.2%

LNR Property Corp.

257,600

5,023,200

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,773,201

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

Polymer Group, Inc.

426,300

3,943,275

5,165,500

ENERGY - 0.5%

Oil & Gas - 0.5%

Plains Resources, Inc. (a)

686,000

10,976,000

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

264,000

TOTAL FINANCE

264,001

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%

Industrial Machinery & Equipment - 0.1%

Tenneco Automotive, Inc.

150,000

787,500

Terex Corp. (a)

50,000

706,250

1,493,750

Pollution Control - 0.8%

Allied Waste Industries, Inc. (a)

1,765,000

17,650,000

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,143,750

Shares

Value (Note 1)

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

Benedek Communications Corp.
warrants 7/1/07 (a)

57,600

$ 115,200

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

3,100

102,639

Motient Corp. warrants 4/1/08 (a)

3,435

127,095

UIH Australia/Pacific, Inc.
warrants 5/15/06 (a)

26,805

804,150

1,149,094

Entertainment - 0.3%

Premier Parks, Inc. (a)

325,000

7,393,750

Lodging & Gaming - 0.0%

Motels of America, Inc. (a)

3,000

43,500

TOTAL MEDIA & LEISURE

8,586,344

RETAIL & WHOLESALE - 0.1%

Apparel Stores - 0.1%

Mothers Work, Inc. (a)(e)

294,100

3,308,625

Mothers Work, Inc. (a)(h)

2,952

33,210

3,341,835

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

DecisionOne Corp.

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

172

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

16,200

Electronics - 0.0%

Insilco Corp. warrants 8/15/07 (a)

7,380

7

TOTAL TECHNOLOGY

16,379

UTILITIES - 0.7%

Cellular - 0.3%

Cellnet Data Systems, Inc.
warrants 10/1/07 (a)(f)

18,000

180

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

114,825

warrants 1/15/07 (CV ratio .6) (a)

5,585

23,736

McCaw International Ltd.
warrants 4/16/07 (a)(f)

42,305

105,763

WebLink Wireless, Inc. Class A (a)

528,034

6,996,451

7,240,955

Telephone Services - 0.4%

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

904,400

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

KMC Telecom Holdings, Inc.
warrants 4/15/08 (a)(f)

12,650

$ 31,625

Optel Communications Corp.
warrants 12/30/04 (a)(h)

2,559,515

6,718,727

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

7,857,302

TOTAL UTILITIES

15,098,257

TOTAL COMMON STOCKS

(Cost $82,503,250)

70,940,129

Preferred Stocks - 13.5%

Convertible Preferred Stocks - 0.1%

TECHNOLOGY - 0.1%

Computer Services & Software - 0.1%

PSINet, Inc. $3.50 (f)

100,000

3,400,000

Nonconvertible Preferred Stocks - 13.4%

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

International Utility Structures, Inc.
13% pay-in-kind (f)

713

499,100

Real Estate Investment Trusts - 0.4%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

0

mezzanine (h)

79,800

28,890

senior (h)

79,800

8,815,611

8,844,501

TOTAL CONSTRUCTION & REAL ESTATE

9,343,601

FINANCE - 0.4%

Insurance - 0.4%

American Annuity Group Capital Trust II 8.875%

8,910

7,932,230

HEALTH - 0.5%

Medical Facilities Management - 0.5%

Fresenius Medical Care Capital Trust II 7.875%

10,524

9,600,845

Shares

Value (Note 1)

MEDIA & LEISURE - 2.4%

Broadcasting - 2.4%

Citadel Broadcasting Co. Series B, 13.25% pay-in-kind

54,339

$ 5,596,917

CSC Holdings, Inc.:

11.125% pay-in-kind

197,957

20,686,507

Series H, 11.75% pay-in-kind

200,061

21,106,436

Granite Broadcasting Corp.
12.75% pay-in-kind

7,825

6,573,000

53,962,860

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

422

658,320

UTILITIES - 9.7%

Cellular - 3.9%

Nextel Communications, Inc.:

11.125% pay-in-kind

47,183

45,531,595

Series D, 13% pay-in-kind

38,807

40,553,315

86,084,910

Telephone Services - 5.8%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

2,988

2,674,260

e.spire Communications, Inc.
$127.50 pay-in-kind

17,801

3,204,180

ICG Holdings, Inc. 14.25% pay-in-kind

26,893

21,514,400

Intermedia Communications, Inc.
13.5% pay-in-kind

22,827

22,142,190

NEXTLINK Communications, Inc.
13.50% pay-in-kind

24,242

23,514,740

NEXTLINK Communications, Inc.
14% pay-in-kind

1,125,487

57,399,830

130,449,600

TOTAL UTILITIES

216,534,510

TOTAL NONCONVERTIBLE PREFERRED STOCKS

298,032,366

TOTAL PREFERRED STOCKS

(Cost $325,176,740)

301,432,366

Purchased Bank Debt - 0.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Dynatech LLC term loan 10.03% 9/1/07 (g)

-

$ 2,000,000

1,990,000

Synthetic Industries, Inc. term loan 14% 12/13/00 (g)

-

3,600,000

3,564,000

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Total Renal Care Holdings, Inc. term loan 11.5% 3/31/06 (g)

Ba2

$ 2,620,105

$ 2,436,697

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (g)

B+

5,000,000

4,987,500

TOTAL PURCHASED BANK DEBT

(Cost $12,855,286)

12,978,197

Cash Equivalents - 4.7%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint
trading account at 6.58%,
dated 6/30/00 due 7/3/00
(Cost $104,463,000)

$ 104,520,295

104,463,000

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $2,508,743,347)

2,204,296,011

NET OTHER ASSETS - 1.2%

26,704,251

NET ASSETS - 100%

$ 2,231,000,262

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers
Work, Inc.

$ -

$ 112,038

$ -

$ 3,308,625

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $286,945,596
or 12.9% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Optel Communications Corp.
warrants 12/30/04

12/31/97

$ 759,408

Optel Communications Corp.
15% 12/30/04

12/31/97 - 12/30/99

$ 14,148,203

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $777,266,740 and $888,471,783.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $7,030 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $38,108,624 and 1.7% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

89.2%

Canada

3.4

United Kingdom

2.4

Luxembourg

1.6

Mexico

1.5

Netherlands

1.4

Others (individually less than 1%)

0.5

100.0%

The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.2%

BBB

0.2%

Ba

3.7%

BB

3.2%

B

50.2%

B

56.1%

Caa

12.9%

CCC

7.2%

Ca, C

0.4%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 7.6%. FMR has determined that unrated debt securities that are lower quality account for 7.6% of the total value of investment in securities.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,510,663,320. Net unrealized depreciation aggregated $306,367,309, of which $36,552,593 related to appreciated investment securities and $342,919,902 related to depreciated investment securities.

At December 31, 1999, the fund had a capital loss carryforward of approximately $78,395,000, all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $104,463,000)
(cost $2,508,743,347) -
See accompanying schedule

$ 2,204,296,011

Cash

1,173,022

Receivable for investments sold

10,237,395

Receivable for fund shares sold

1,824,525

Dividends receivable

395,382

Interest receivable

39,095,601

Other receivables

551,687

Total assets

2,257,573,623

Liabilities

Payable for investments purchased

$ 24,668,573

Payable for fund shares redeemed

630,403

Accrued management fee

1,052,289

Distribution fees payable

21,721

Other payables and
accrued expenses

200,375

Total liabilities

26,573,361

Net Assets

$ 2,231,000,262

Net Assets consist of:

Paid in capital

$ 2,569,113,584

Undistributed net investment income

195,475,174

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(229,141,160)

Net unrealized appreciation (depreciation) on investments

(304,447,336)

Net Assets

$ 2,231,000,262

Initial Class :
Net Asset Value, offering
price and redemption price
per share ($1,962,074,921
÷
195,501,395 shares)

$10.04

Service Class :
Net Asset Value, offering
price and redemption price
per share ($267,877,765
÷
26,761,288 shares)

$10.01

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,047,576
÷ 104,806 shares)

$10.00

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 19,576,105

Interest

115,899,684

Total income

135,475,789

Expenses

Management fee

$ 6,594,093

Transfer agent fees

738,215

Distribution fees

126,321

Accounting fees and expenses

306,723

Non-interested trustees' compensation

6,473

Custodian fees and expenses

33,438

Registration fees

4,288

Audit

22,467

Legal

10,848

Interest

5,745

Miscellaneous

20,986

Total expenses before reductions

7,869,597

Expense reductions

(38,341)

7,831,256

Net investment income

127,644,533

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $45,477 on sales of investments in affiliated issuers)

(148,333,381)

Change in net unrealized appreciation (depreciation)
on investment securities

(97,254,537)

Net gain (loss)

(245,587,918)

Net increase (decrease) in net assets resulting from operations

$ (117,943,385)

Other Information

Expense reductions

Directed brokerage arrangements

$ 35,786

Custodian credits

2,555

$ 38,341

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 127,644,533

$ 247,259,596

Net realized gain (loss)

(148,333,381)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(97,254,537)

55,361,896

Net increase (decrease) in net assets resulting from operations

(117,943,385)

206,441,868

Distributions to shareholders
From net investment income

(160,774,244)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,244)

(239,621,253)

Share transactions - net increase (decrease)

(1,863,609)

66,219,533

Total increase (decrease) in net assets

(280,581,238)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income
of $195,475,174 and $245,962,442, respectively)

$ 2,231,000,262

$ 2,511,581,500

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

34,881,654

$ 357,036,731

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(52,613,342)

(547,562,808)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(3,918,326)

$ (46,452,711)

(4,233,548)

$ (57,895,752)

Service Class
Sold

7,232,634

$ 74,033,462

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(4,572,624)

(47,192,023)

(5,904,384)

(66,145,483)

Net increase (decrease)

4,263,683

$ 43,535,671

11,243,928

$ 124,115,285

Service Class 2 A
Sold

104,183

$ 1,046,949

-

$ -

Reinvested

639

6,643

-

-

Redeemed

(16)

(161)

-

-

Net increase (decrease)

104,806

$ 1,053,431

-

$ -

Distributions

From net investment income
Initial Class

$ 144,073,368

$ 219,412,458

Service Class

16,694,233

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,244

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,244

$ 239,621,253

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

$ 10.750

Income from Investment Operations

Net investment income

.580 D

1.095 D

1.111 D

1.124 D

.927

.856

Net realized and unrealized gain (loss)

(1.110)

(.195)

(1.591)

.936

.643

1.224

Total from investment operations

(.530)

.900

(.480)

2.060

1.570

2.080

Less Distributions

From net investment income

(.750)

(1.075)

(.970)

(.890)

(.920)

(.780)

From net realized gain

-

(.030)

(.600)

(.110)

(.180)

-

In excess of net realized gain

-

(.005)

-

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

(.780)

Net asset value, end of period

$ 10.040

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Total Return B, C

(4.93)%

8.25%

(4.33)%

17.67%

14.03%

20.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,962,075

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

$ 1,040,000

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.71%

.71%

Ratio of net investment income to average net assets

11.22% A

9.80%

9.14%

8.88%

9.09%

9.32%

Portfolio turnover rate

71% A

82%

92%

118%

123%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.570

1.074

1.082

.203

Net realized and unrealized gain (loss)

(1.110)

(.194)

(1.562)

(.013)

Total from investment operations

(.540)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075)

(.970)

-

From net realized gain

-

(.030)

(.600)

-

In excess of net realized gain

-

(.005)

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 10.010

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(5.03)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 267,878

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78% A

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78% A

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.12% A

9.69%

9.51%

10.75% A

Portfolio turnover rate

71% A

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.476

Net realized and unrealized gain (loss)

(.876)

Total from investment operations

(.400)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 10.000

Total Return B, C

(3.85)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,048

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.96% A, F

Ratio of net investment income to average net assets

10.93% A

Portfolio turnover rate

71% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Initial Class

4.49%

5.95%

7.26%

LB Aggregate Bond

4.57%

6.25%

7.82%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class on June 30, 1990. By June 30, 2000, the value of the investment would have grown to $20,164 - a 101.64% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,227 - a 112.27% increase.

Investment Summary

Quality Diversification as of June 30, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

60.2

Aa

1.9

A

11.6

Baa

20.3

Ba and Below

0.9

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of June 30, 2000

Years

9.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Finance

10.6

Utilities

4.8

Construction & Real Estate

3.5

Media & Leisure

2.7

Energy

2.0

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform compared to its benchmark, Kevin?

A. For the six- and 12-month periods that ended June 30, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 3.99% over the past six months and 4.57% over the past 12 months.

Q. What was the six-month period like for bonds overall?

A. Concerns about the Federal Reserve Board raising short-term interest rates further to cool the economy kept bond performance in check early on. Then came the announcement by the U.S. Treasury in late January of its intention to reduce new borrowing and use government surplus proceeds to buy back outstanding debt. This action sent the prices of long-dated Treasuries soaring. The Fed delivered the first of three rate hikes made during the period in early February, causing an inversion in the yield curve, which occurs when short-term bonds offer higher yields than their longer-dated counterparts. Historically, an inverted yield curve has been a precursor of recession and the yield curve has not been this inverted since 1981. These unique technical factors allowed Treasuries to outperform all comparable-duration spread sectors - namely corporate bonds, mortgage securities and government agency issues - during the period. An increasing prevalence of share buybacks and leveraged buyouts also weighed heavily on corporates during the period. Agencies retreated in response to rumblings in Washington threatening to strip Fannie Mae and Freddie Mac of their implicit government backing.

Q. How did you position the fund in response to this changing environment?

A. We were rewarded for recognizing the impact of the Treasury buybacks on the market and boosting the fund's weighting in higher-coupon Treasuries in response. In terms of the spread sectors, as it became clear to me that the Fed was going to continue to raise interest rates, I decided to scale back a bit on the fund's exposure to corporate bonds, which had enjoyed a strong fourth quarter of 1999. I began by reducing a long-standing overweighting in banks - a posture that worked out beautifully for the fund in the past - because I felt that it would be extremely difficult for bank securities to outperform in a rising rate environment. This strategy paid off as the market proceeded to punish the group during the first half of the period. Overall, I became much more defensive, reducing our risk exposure through increased diversification. Despite the fact that most corporates had a very difficult period, tactical allocations into different subsectors, such as media and telecommunications, aided relative performance. The fund benefited from owning a number of issuers from these groups that were acquired during the period, which sweetened the valuations of their debt securities. Owning Yankee bonds - issues guaranteed by foreign governments - at the expense of banks also helped, as did some good picks in energy, a sector that benefited from a rally in oil prices. On the flip side, having some notably poor performers in electric and gas utilities and consumer nondurables constrained fund returns. In hindsight, I wish I had sold a larger percentage of corporates in exchange for more Treasuries.

Q. How did the fund's mortgage holdings fare?

A. The fund got a lift from my focus on seasoned discount mortgages - ranging from three-to-five years old - which benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a nice, steady windfall for us each month as we got prepaid at par, or face value.

Q. What's your outlook?

A. The Treasury buyback program is a new and very powerful factor in the market that's expected to remain the overriding concern for bond investors going forward. Admittedly, further Fed tightening and a growing budget surplus could continue to impact the Treasury yield curve and increase the volatility of the broader market. However, right now, we feel that the spread sectors are oversold and thus offer compelling value opportunities. Unlike the market, we see little evidence of a recession on the horizon. Since it seems like it will be tougher to make money on Treasuries going forward, we plan to maintain an overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's position while valuations remain attractive.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of June 30, 2000, more than
$620 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 29.7%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03 (c)

Baa2

$ 705,000

$ 706,946

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.3%

Monsanto Co. 5.75% 12/1/05

A2

2,000,000

1,866,200

Paper & Forest Products - 0.1%

Fort James Corp. 6.625% 9/15/04

Baa2

350,000

336,574

TOTAL BASIC INDUSTRIES

2,202,774

CONSTRUCTION & REAL ESTATE - 3.5%

Real Estate - 0.5%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,265,110

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,474,050

2,739,160

Real Estate Investment Trusts - 3.0%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

475,116

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,753,473

6.625% 2/15/05

Baa1

4,500,000

4,251,330

6.75% 2/15/08

Baa1

4,020,000

3,682,682

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

538,163

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,417,880

6.8% 5/1/04

Baa2

705,000

675,743

18,794,387

TOTAL CONSTRUCTION & REAL ESTATE

21,533,547

DURABLES - 0.1%

Consumer Electronics - 0.1%

Whirlpool Corp. 8.6% 5/1/10

Baa1

610,000

629,459

ENERGY - 2.0%

Oil & Gas - 2.0%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,248,100

7.2% 3/15/29

Baa1

2,490,000

2,271,453

Apache Corp.:

7.625% 7/1/19

Baa1

210,000

202,768

7.7% 3/15/26

Baa1

550,000

529,997

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

940,000

853,050

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Conoco, Inc. 5.9% 4/15/04

A3

$ 850,000

$ 811,240

Petro-Canada 7% 11/15/28

A3

1,380,000

1,205,016

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

915,000

963,879

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,200,000

1,131,960

Tosco Corp. 8.125% 2/15/30

Baa2

3,000,000

3,007,050

YPF Sociedad Anonima:

7.75% 8/27/07

B1

55,000

51,308

8% 2/15/04

B1

380,000

372,776

12,648,597

FINANCE - 10.6%

Banks - 4.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

1,000,000

988,110

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

995,810

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,789,940

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

1,000,000

1,009,800

Barclays Bank PLC yankee 5.95% 7/15/01

A1

2,150,000

2,134,647

Capital One Bank 6.375% 2/15/03

Baa2

1,130,000

1,083,501

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,200,539

Commonwealth Bank of Australia 8.5% 6/1/10

A1

600,000

622,644

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A2

250,000

248,993

Kansallis-Osake-Pankki (NY Branch) yankee 10% 5/1/02

A1

260,000

270,694

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,572,837

7.375% 9/17/04

Baa2

1,320,000

1,279,212

yankee 6.5% 11/15/02

Baa2

240,000

232,296

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

335,265

6.875% 11/15/02

Baa2

1,750,000

1,725,115

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,925,030

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

4,700,000

4,679,132

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

500,000

502,345

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Banks - continued

Union Planters Corp. 6.75% 11/1/05

Baa2

$ 400,000

$ 381,628

Union Planters National Bank 6.81% 8/20/01

A3

500,000

496,360

25,473,898

Credit & Other Finance - 5.9%

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,022,963

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,109,233

6% 7/15/05

Aa3

2,500,000

2,336,925

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

1,100,000

1,095,600

Chrysler Financial Corp. 5.69% 11/15/01

A1

4,400,000

4,299,460

CIT Group, Inc. 5.5% 2/15/04

A1

500,000

460,880

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A1

250,000

247,028

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,133,406

7.1% 6/23/04

A3

1,000,000

969,760

Finova Capital Corp.:

6.11% 2/18/03

Baa2

600,000

528,000

6.27% 9/29/00

Baa2

400,000

388,000

First Security Capital I 8.41% 12/15/26

A3

510,000

472,484

Ford Motor Credit Co.:

6.5% 2/28/02

A2

7,000,000

6,889,050

7.875% 6/15/10

A2

700,000

700,994

General Motors Acceptance Corp. 7.625% 6/15/04

A2

2,000,000

2,002,220

GS Escrow Corp. 7.125% 8/1/05

Ba1

2,825,000

2,509,561

Household Finance Corp. 8% 5/9/05

A2

2,000,000

2,016,940

HSBC Capital Funding LP 10.176% 12/31/49 (b)(c)

A1

485,000

519,362

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

2,120,000

2,017,201

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,394,648

5.875% 5/1/04

Baa1

3,080,000

2,901,483

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

793,800

TXU Eastern Funding 6.75% 5/15/09

Baa1

480,000

429,202

36,238,200

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

$ 750,000

$ 712,095

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

749,168

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A3

2,900,000

2,701,582

TOTAL FINANCE

65,874,943

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,267,155

Pollution Control - 0.2%

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

905,000

851,804

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

2,118,959

MEDIA & LEISURE - 2.7%

Broadcasting - 2.5%

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

2,100,000

1,964,424

Clear Channel Communications, Inc. 7.25% 10/15/27

Baa3

3,000,000

2,631,690

Continental Cablevision, Inc. 8.3% 5/15/06

A2

1,260,000

1,289,849

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

1,190,000

1,135,474

TCI Communications, Inc.:

8.75% 8/1/15

A2

660,000

705,712

9.8% 2/1/12

A2

1,915,000

2,175,689

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,657,200

Time Warner, Inc. 8.18% 8/15/07

Baa3

1,240,000

1,264,416

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,857,500

15,681,954

Publishing - 0.2%

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa2

1,200,000

1,209,780

TOTAL MEDIA & LEISURE

16,891,734

NONDURABLES - 1.7%

Beverages - 1.3%

Seagram JE & Sons, Inc. 6.625% 12/15/05

Baa3

8,265,000

7,899,687

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - continued

Foods - 0.2%

ConAgra, Inc. 7.125% 10/1/26

Baa1

$ 1,270,000

$ 1,171,245

Tobacco - 0.2%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,800,000

1,671,768

TOTAL NONDURABLES

10,742,700

RETAIL & WHOLESALE - 0.7%

Drug Stores - 0.3%

Rite Aid Corp.:

6.5% 12/15/05 (c)

Caa1

3,360,000

1,730,400

7.125% 1/15/07

Caa1

790,000

418,700

2,149,100

General Merchandise Stores - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,715,589

Grocery Stores - 0.1%

Kroger Co. 6% 7/1/00

Baa3

530,000

529,899

TOTAL RETAIL & WHOLESALE

4,394,588

TECHNOLOGY - 1.6%

Computers & Office Equipment - 1.6%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

3,000,000

2,847,630

6.375% 11/30/01

Baa1

3,200,000

3,096,288

7.23% 8/16/01

Baa1

3,000,000

2,985,450

7.25% 9/1/02

Baa1

1,000,000

967,890

9,897,258

TRANSPORTATION - 1.1%

Air Transportation - 0.4%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

550,000

531,795

7.73% 9/15/12

Baa1

222,809

212,805

Delta Air Lines, Inc. equipment trust certificate 8.54% 1/2/07

Baa1

352,386

336,077

United Air Lines, Inc. 9% 12/15/03

Baa3

1,100,000

1,085,590

2,166,267

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Railroads - 0.7%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

$ 3,000,000

$ 2,907,330

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,661,512

4,568,842

TOTAL TRANSPORTATION

6,735,109

UTILITIES - 4.8%

Electric Utility - 1.4%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,336,020

7.05% 12/11/07 (c)

Baa2

3,000,000

2,775,660

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

1,055,000

1,062,132

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A2

1,500,000

1,485,960

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,628,585

Texas Utilities Co. 6.375% 1/1/08

Baa3

510,000

460,658

8,749,015

Gas - 0.7%

CMS Panhandle Holding Co.:

6.125% 3/15/04

Baa3

1,350,000

1,275,075

7% 7/15/29

Baa3

1,000,000

839,200

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

999,800

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,032,030

4,146,105

Telephone Services - 2.7%

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

700,000

695,681

8.125% 6/15/09 (c)

Baa1

3,000,000

3,028,980

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

5,835,000

5,927,952

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa2

1,730,000

1,611,114

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,131,770

7.7% 7/20/29

Baa1

2,591,000

2,439,867

16,835,364

TOTAL UTILITIES

29,730,484

TOTAL NONCONVERTIBLE BONDS

(Cost $193,297,122)

184,107,098

U.S. Government and Government Agency Obligations - 23.7%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.2%

Fannie Mae:

6.5% 4/29/09

Aaa

$ 8,500,000

$ 7,940,870

7.125% 2/15/05

Aaa

6,355,000

6,380,801

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

9,981

Federal Home Loan Bank:

6.75% 2/1/02

Aaa

3,490,000

3,479,076

7.59% 3/10/05

Aaa

10,000

10,203

Freddie Mac:

5.75% 3/15/09

Aaa

5,000,000

4,553,900

6.25% 7/15/04

Aaa

7,765,000

7,549,055

6.77% 9/15/02

Aaa

150,000

149,133

6.875% 1/15/05

Aaa

2,045,000

2,032,219

7% 7/15/05

Aaa

2,800,000

2,796,080

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,493,771

1,556,076

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

397,146

404,564

Class 2-E, 9.4% 5/15/02

Aaa

258,789

262,503

Class 3-T, 9.625% 5/15/02

Aaa

15,000

15,269

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

4,000

3,842

Series 1993-D, 5.23% 5/15/05

Aaa

8,511

8,134

Series 1994-A, 7.12% 4/15/06

Aaa

6,043

6,079

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank)
Series 1994-B, 7.5% 1/26/06

Aaa

6,058

6,102

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of
Trust guaranteed by U.S. Government through
Export-Import Bank)
Series 1994-1, 6.88% 1/26/03

Aaa

$ 7,059

$ 7,044

Overseas Private Investment Corp. U.S. Government guaranteed participation certificate Series 1994-195, 6.08% 8/15/04 (callable)

Aaa

98,175

96,624

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

121,500

119,296

6.86% 4/30/04

Aaa

916,733

909,847

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

38,296,698

U.S. Treasury Obligations - 17.5%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

15,100,000

15,251,000

8.875% 8/15/17

Aaa

9,940,000

12,670,419

9.875% 11/15/15

Aaa

3,810,000

5,166,131

14% 11/15/11

Aaa

1,465,000

2,034,519

U.S. Treasury Notes:

5.5% 2/15/08

Aaa

14,545,000

13,922,329

5.625% 9/30/01

Aaa

11,500,000

11,377,755

5.875% 11/15/04

Aaa

6,100,000

6,011,367

6.5% 5/31/02

Aaa

8,000,000

8,010,000

7% 7/15/06

Aaa

20,610,000

21,357,113

U.S. Treasury Notes - coupon STRIPS 0% 11/15/11

Aaa

26,700,000

13,250,142

TOTAL U.S. TREASURY OBLIGATIONS

109,050,775

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $148,365,354)

147,347,473

U.S. Government Agency -
Mortgage Securities - 34.2%

Fannie Mae - 28.7%

6% 2/1/11 to 2/1/29

Aaa

12,890,851

11,936,164

6.5% 2/1/10 to 7/1/29

Aaa

87,169,130

82,350,146

7% 12/1/24 to 1/1/30

Aaa

29,769,952

28,816,016

7.5% 7/1/07 to 7/1/30

Aaa

43,393,905

42,829,090

8% 3/1/24 to 12/1/29

Aaa

1,285,727

1,297,033

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 7/1/30 (d)

Aaa

$ 10,700,000

$ 10,740,125

8.5% 3/1/25 to 6/1/25

Aaa

18,047

18,386

TOTAL FANNIE MAE

177,986,960

Freddie Mac - 0.3%

8.5% 3/1/20 to 1/1/28

Aaa

2,072,159

2,116,142

Government National Mortgage Association - 5.2%

6% 8/15/08 to 5/15/09

Aaa

2,721,986

2,623,726

6.5% 2/15/28 to 4/15/29

Aaa

21,907,350

20,796,105

7.5% 3/15/06 to 10/15/28

Aaa

8,781,726

8,735,756

8% 2/15/17

Aaa

120,882

123,110

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

32,278,697

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $219,986,676)

212,381,799

Asset-Backed Securities - 3.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,442,227

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

851,813

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,876,875

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

830,000

818,717

6.4% 12/15/02

Aa2

480,000

473,760

7.03% 11/15/03

Aaa

209,000

208,837

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,618,282

Key Auto Finance Trust:

6.3% 10/15/03

A2

125,809

125,180

6.65% 10/15/03

Baa3

82,161

82,058

Premier Auto Trust 5.59% 2/9/04

Aaa

6,000,000

5,821,860

Railcar Trust 7.75% 6/1/04

Aaa

492,380

504,685

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

1,300,000

1,300,000

TOTAL ASSET-BACKED SECURITIES

(Cost $22,844,512)

22,124,294

Commercial Mortgage Securities - 2.4%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

$ 1,080,000

$ 992,841

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (c)(e)

A2

2,100,000

2,096,802

Class E, 7.4913% 1/10/13 (c)(e)

Baa2

2,650,000

2,638,200

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

3,000,000

3,008,906

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

495,879

Class C1, 7.52% 5/15/06 (c)

A2

500,000

491,094

Fannie Mae ACES REMIC sequential pay Series 1996 M5 Class A1, 7.141% 7/25/10

Aaa

138,048

137,056

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (c)(e)

Baa3

1,000,000

864,570

Prudential Securities
Secured Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

2,890,000

2,917,997

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

1,500,000

1,419,727

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $15,325,912)

15,063,072

Foreign Government and Government
Agency Obligations (f) - 3.4%

British Columbia Province yankee 7% 1/15/03

Aa2

500,000

498,260

Korean Republic yankee:

8.75% 4/15/03

Baa2

775,000

788,919

8.875% 4/15/08

Baa2

1,194,000

1,231,611

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

495,780

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

236,145

7.5% 7/15/23

A2

8,550,000

8,428,590

7% 1/30/07

A2

1,000,000

980,520

Foreign Government and Government
Agency Obligations (f) - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Quebec Province: - continued

7.5% 9/15/29

A2

$ 6,480,000

$ 6,366,017

United Mexican States 9.875% 2/1/10

Baa3

2,290,000

2,393,050

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,550,794)

21,418,892

Supranational Obligations - 0.6%

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

3,810,480

Cash Equivalents - 5.1%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00
(Cost $31,619,000)

$ 31,637,007

31,619,000

TOTAL INVESTMENT PORTFOLIO - 102.7%

(Cost $657,964,210)

637,872,108

NET OTHER ASSETS - (2.7)%

(16,874,271)

NET ASSETS - 100%

$ 620,997,837

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $25,317,582 or 4.1% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

73.7%

AAA, AA, A

67.0%

Baa

20.3%

BBB

18.9%

Ba

0.5%

BB

1.6%

B

0.1%

B

0.3%

Caa

0.3%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $467,642,183 and $520,876,687, respectively, of which long-term U.S. government and government agency obligations aggregated $384,782,549 and $401,954,052, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $21,767,000. The weighted average interest rate was 5.86%. Interest earned from the interfund lending program amounted to $21,253 and is included in interest income on the Statement of Operations.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $658,225,459. Net unrealized depreciation aggregated $20,353,351, of which $1,723,809 related to appreciated investment securities and $22,077,160 related to depreciated investment securities.

At December 31, 1999, the fund had a capital loss carryforward of approximately $11,269,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $31,619,000)
(cost $657,964,210) -
See accompanying schedule

$ 637,872,108

Cash

106

Receivable for investments sold

6,380,828

Receivable for fund shares sold

231,457

Interest receivable

8,078,601

Total assets

652,563,100

Liabilities

Payable for investments purchased
Regular delivery

$ 20,040,145

Delayed delivery

10,721,326

Payable for fund shares redeemed

510,735

Accrued management fee

223,058

Distribution fees payable

22

Other payables and accrued expenses

69,977

Total liabilities

31,565,263

Net Assets

$ 620,997,837

Net Assets consist of:

Paid in capital

$ 641,249,230

Undistributed net investment income

19,896,010

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(20,055,301)

Net unrealized appreciation (depreciation) on investments

(20,092,102)

Net Assets

$ 620,997,837

Initial Class:
Net Asset Value, offering price
and redemption price per share
($620,890,223
÷
52,845,848 shares)

$11.75

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($107,614
÷ 9,165 shares)

$11.74

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Interest

$ 21,822,522

Security lending

63,152

Total income

21,885,674

Expenses

Management fee

$ 1,325,329

Transfer agent fees

207,178

Distribution fees

121

Accounting and security lending fees

89,154

Non-interested trustees' compensation

1,005

Custodian fees and expenses

22,606

Audit

16,173

Legal

2,425

Miscellaneous

412

Total expenses before reductions

1,664,403

Expense reductions

(1,188)

1,663,215

Net investment income

20,222,459

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(8,016,907)

Change in net unrealized appreciation (depreciation) on investment securities

10,456,223

Net gain (loss)

2,439,316

Net increase (decrease) in net assets resulting from operations

$ 22,661,775

Other Information

Expense reductions
Custodian credits

$ 1,188

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 20,222,459

$ 43,183,071

Net realized gain (loss)

(8,016,907)

(11,737,244)

Change in net unrealized appreciation (depreciation)

10,456,223

(38,771,648)

Net increase (decrease) in net assets resulting from operations

22,661,775

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,424)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,424)

(37,458,779)

Share transactions - net increase (decrease)

(17,176,281)

28,823,589

Total increase (decrease) in net assets

(37,853,930)

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $19,896,010 and $42,809,963, respectively)

$ 620,997,837

$ 658,851,767

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

6,302,773

$ 73,176,423

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(11,451,016)

(133,795,101)

(21,798,580)

(267,602,641)

Net increase (decrease)

(1,320,287)

$ (17,286,219)

2,087,683

$ 28,823,589

Service Class 2 A
Sold

8,552

$ 102,980

-

$ -

Reinvested

614

6,965

-

-

Redeemed

(1)

(7)

-

-

Net increase (decrease)

9,165

$ 109,938

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class 2 A

6,965

-

Total

$ 43,339,424

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class 2 A

-

-

Total

$ -

$ 8,945,380

$ 43,339,424

$ 37,458,779

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

$ 11.020

Income from Investment Operations

Net investment income

.378C

.743 C

.725 C

.759 C

.670

.320

Net realized and unrealized gain (loss)

.052

(.873)

.335

.291

(.290)

1.530

Total from investment operations

.430

(.130)

1.060

1.050

.380

1.850

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

(.390)

From net realized gain

-

(.160)

(.070)

-

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

(.390)

Net asset value, end of period

$ 11.750

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Total ReturnB

3.80%

(1.05)%

8.85%

9.06%

3.19%

17.32%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 620,890

$ 658,852

$ 674,813

$ 324,525

$ 228,594

$ 181,546

Ratio of expenses to average net assets

.54% A

.54%

.57%

.58%

.58%

.59%

Ratio of net investment income to average net assets

6.53% A

6.07%

5.85%

6.34%

6.49%

6.53%

Portfolio turnover rate

154% A

87%

239%

191%

81%

182%

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income C

.339

Net realized and unrealized gain (loss)

.181

Total from investment operations

.520

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 11.740

Total ReturnB

4.56%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 108

Ratio of expenses to average net assets

.80% A

Ratio of net investment income to average net assets

6.32% A

Portfolio turnover rate

154%A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio - Initial Class
Performance

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance.

Average Annual Total Returns

Periods ended June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Initial Class

5.73%

5.49%

5.19%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

6/28/00

3/29/00

12/29/99

9/29/99

6/30/99

Fidelity VIP:

Money Market -

Initial Class

6.41%

5.78%

5.72%

5.20%

4.85%

MMDA

2.11%

2.04%

2.07%

2.08%

2.03%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager
of Money Market Portfolio

Q. Bob, what was the investment environment like during the six months that ended June 30, 2000?

A. Interest rates rose due to strong economic performance, evidenced by the lowest unemployment rate in approximately 30 years and robust gains in real GDP - gross domestic product adjusted for inflation. Personal consumption, business investment and a strong real estate market fueled growth. The wealth effect created by appreciating equity and real estate markets also boosted consumer spending, a significant component of real GDP. Commodity prices increased due to improving global economic conditions and strong domestic demand.

Q. How did the market react to this backdrop?

A. Market participants expected that the Federal Reserve Board would hike short-term interest rates in order to slow growth and head off inflation. That argument was bolstered by the fact that, in spite of improvements in productivity, consumer and producer prices ultimately rose during the period, sparked mainly by increasing energy prices.

Q. What was the Fed's reaction to these developments?

A. Strong real GDP growth and concerns about the impact of wage pressures within firm labor markets encouraged the Fed to continue its program of interest-rate hikes. During the first half of 2000, the Fed raised the rate banks charge each other for overnight loans - known as the fed funds target rate - three times. Two of these rate hikes - in February and March - came in increments of 0.25 percentage points, but not the last hike, which occurred in May.

Q. What happened in May?

A. Faced with continued strong GDP growth, an increase in the core rate of inflation, a decline in the unemployment rate and a larger-than-expected increase in average hourly earnings, the Fed in May raised the fed funds rate by 0.50 percentage points, the first increase of such magnitude in over five years. However, recent evidence of an economic slowdown prompted the Fed to keep rates unchanged at its June 2000 meeting.

Q. What was your strategy with the fund?

A. During the period, our strategy shifted to capitalize on Fed rate hikes while at the same time maintaining adequate portfolio liquidity to accommodate cash outflows. The fund's average maturity was shortened at times when the market priced in overly optimistic expectations for changes in monetary policy. Conversely, the fund's average maturity was lengthened when the market priced in overly aggressive expectations of Fed rate hikes.

Q. What is your outlook?

A. Recent economic data suggests that Fed monetary policy has begun to dampen economic activity. Fed rate hikes appear to have tempered consumer spending, as evidenced by recent statistics showing slower retail and home sales. As a result, manufacturing activity has softened within interest-rate sensitive sectors, while employment has recently declined from record levels. It's uncertain at this point if the economy is taking a breather or if the Fed has achieved a so-called "soft landing." Market prices currently reflect the belief that the Fed has finished its rate-hike program. However, we believe the Fed might implement at least one more rate hike in the near future.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, please see page 2.


Fund Facts

Goal: as high a level of current income as is consistent with preservation of capital and liquidity

Start date: April 1, 1982

Size: as of June 30, 2000, more than $2.0 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 38.2%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 5.7%

Chase Manhattan Bank USA NA

9/5/00

6.70%

$ 25,000,000

$ 25,000,000

Citibank NA, New York

11/15/00

7.02

30,000,000

30,000,000

First Union National Bank, North Carolina

7/20/00

6.85 (b)

25,000,000

25,000,000

11/21/00

6.48

10,000,000

10,000,000

5/15/01

7.35

15,000,000

15,000,000

U.S. Bank NA, Minnesota

7/3/00

6.72 (b)

10,000,000

10,000,000

115,000,000

London Branch, Eurodollar, Foreign Banks - 15.7%

Abbey National Treasury Services PLC

11/6/00

6.75

25,000,000

25,000,000

11/9/00

6.50

20,000,000

20,000,000

5/17/01

7.36

25,000,000

25,000,000

Barclays Bank PLC

7/28/00

5.80

9,000,000

9,000,000

Bayerische Hypo-und Vereinsbank AG

8/21/00

6.76

15,000,000

15,000,000

10/19/00

6.75

50,000,000

50,000,000

11/20/00

7.01

25,000,000

25,000,000

Deutsche Bank AG

9/19/00

6.40

31,000,000

30,993,318

Dresdner Bank AG

8/3/00

6.25

25,000,000

24,999,976

8/21/00

6.75

60,000,000

59,999,996

Halifax PLC

12/18/00

6.51

10,000,000

10,000,000

RaboBank Nederland Coop. Central

11/6/00

6.83

25,000,000

25,000,000

319,993,290

New York Branch, Yankee Dollar, Foreign Banks - 16.8%

Banque Nationale de Paris (BNP)

8/2/00

5.85

10,000,000

9,999,581

Canadian Imperial Bank of Commerce

7/6/00

6.62 (b)

25,000,000

24,986,250

8/17/00

6.75

10,000,000

10,000,000

Commerzbank AG

8/23/00

6.65

25,000,000

25,000,000

Credit Agricole Indosuez

7/3/00

6.63 (b)

25,000,000

24,992,398

Deutsche Bank AG

11/16/00

7.01

25,000,000

25,000,000

Dresdner Bank AG

7/23/00

6.62 (b)

20,000,000

19,999,510

National Westminster Bank PLC

7/10/00

6.58

25,000,000

25,000,000

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Norddeutsche Landesbank Girozentrale

7/12/00

5.76%

$ 10,000,000

$ 9,999,856

2/8/01

6.75

10,000,000

9,997,115

5/8/01

7.15

25,000,000

24,995,975

Royal Bank of Canada

7/3/00

6.62 (b)

25,000,000

24,988,249

5/3/01

7.10

25,000,000

24,994,053

Societe Generale

7/10/00

6.61 (b)

15,000,000

14,995,612

7/29/00

6.67 (b)

7,000,000

6,997,834

Svenska Handelsbanken AB

5/2/01

7.00

35,000,000

34,994,462

UBS AG

12/7/00

6.45

25,000,000

24,963,178

341,904,073

TOTAL CERTIFICATES OF DEPOSIT

776,897,363

Commercial Paper - 44.8%

Aegon Funding Corp.

9/12/00

6.38

6,000,000

5,924,810

Bank of Scotland Treasury Services PLC

9/12/00

6.71

25,000,000

24,665,417

Citibank Credit Card Master Trust I (Dakota Certificate Program)

7/18/00

6.67

25,000,000

24,922,083

8/17/00

6.65

10,000,000

9,914,094

ConAgra, Inc.

7/10/00

6.77

5,000,000

4,991,588

7/25/00

6.79

8,000,000

7,964,000

7/27/00

6.80

7,000,000

6,965,875

Corporate Receivables Corp.

8/22/00

6.65

25,000,000

24,762,750

8/22/00

6.75

25,000,000

24,759,861

Countrywide Home Loans, Inc.

7/17/00

6.85

5,000,000

4,984,822

CXC, Inc.

8/10/00

6.75

50,000,000

49,630,556

Daimler-Chrysler North America Holding Corp.

9/14/00

6.72

20,000,000

19,724,583

Deutsche Bank Financial, Inc.

8/15/00

6.76

25,000,000

24,792,188

Dominion Resources, Inc.

7/19/00

6.91

5,000,000

4,982,850

Falcon Asset Securitization Corp.

7/18/00

6.82

15,000,000

14,951,833

8/9/00

6.66

29,335,000

29,125,573

General Electric Capital Corp.

7/25/00

6.65

50,000,000

49,780,333

8/15/00

6.67

50,000,000

49,588,750

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp.

8/23/00

6.74%

$ 50,000,000

$ 49,512,694

8/31/00

6.78

25,000,000

24,718,299

Goldman Sachs Group, Inc.

8/14/00

6.66

20,000,000

19,839,156

8/16/00

6.65

21,242,000

21,063,673

GTE Corp.

8/1/00

6.69

6,000,000

5,965,693

Kitty Hawk Funding Corp.

8/15/00

6.27

5,000,000

4,962,000

9/20/00

6.41

5,000,000

4,930,138

12/1/00

7.08

10,000,000

9,709,725

Lehman Brothers Holdings, Inc.

8/2/00

6.54 (b)

14,000,000

14,000,000

Lower Colorado River Auth. Tax Rev.

8/2/00

6.59

10,000,000

10,000,000

Merrill Lynch & Co., Inc.

8/23/00

6.78

35,000,000

34,656,825

New Center Asset Trust

7/17/00

6.67

25,000,000

24,926,667

Newport Funding Corp.

7/6/00

6.58

25,000,000

24,977,257

9/18/00

6.35

10,000,000

9,865,042

Park Avenue Receivables Corp.

7/20/00

6.63

50,000,000

49,825,833

Preferred Receivables Funding Corp.

7/3/00

6.65

20,000,000

19,992,667

Sears Roebuck Acceptance Corp.

7/25/00

6.79

6,000,000

5,973,000

7/26/00

6.79

5,000,000

4,976,563

Societe Generale NA

8/3/00

6.25

25,000,000

24,861,125

Three Rivers Funding Corp.

7/5/00

6.59

25,000,000

24,981,806

7/28/00

6.65

35,240,000

35,065,562

Triple-A One Funding Corp.

7/20/00

6.62

60,000,000

59,791,633

Tyco International Group SA

7/19/00

6.92

5,000,000

4,982,813

7/25/00

6.95

5,000,000

4,977,000

UBS Finance, Inc.

7/5/00

7.06

4,200,000

4,196,710

Ventures Business Trust

7/3/00

7.05

29,997,000

29,985,251

TOTAL COMMERCIAL PAPER

911,169,098

Bank Notes - 2.5%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Bank of America NA

11/20/00

7.00%

$ 15,000,000

$ 15,000,000

First National Bank, Chicago

7/12/00

5.75

10,000,000

9,999,856

Fleet National Bank

7/3/00

6.71 (b)

25,000,000

24,999,607

TOTAL BANK NOTES

49,999,463

Master Notes - 3.2%

Goldman Sachs Group, Inc.

8/22/00

6.73 (c)

50,000,000

50,000,000

J.P. Morgan Securities, Inc.

7/7/00

6.64 (b)

15,000,000

15,000,000

TOTAL MASTER NOTES

65,000,000

Medium-Term Notes - 7.1%

AT&T Corp.

7/6/00

6.67 (b)

25,000,000

25,000,000

CIESCO LP

7/15/00

6.63 (b)

10,000,000

9,999,914

CIT Group, Inc.

7/3/00

6.61 (b)

10,000,000

9,994,445

7/3/00

6.80 (b)

15,000,000

14,996,960

Ford Motor Credit Co.

8/23/00

6.80 (b)

25,000,000

24,997,512

GE Life & Annuity Assurance Co.

7/3/00

6.76 (b)(c)

15,000,000

15,000,000

General Motors Acceptance Corp. Mortgage Credit

7/3/00

6.69 (b)

10,000,000

9,996,305

7/3/00

6.71 (b)

25,000,000

24,990,734

Merrill Lynch & Co., Inc.

7/3/00

6.63 (b)

10,000,000

9,999,244

TOTAL MEDIUM-TERM NOTES

144,975,114

Short-Term Notes - 3.6%

Jackson National Life Insurance Co.

7/3/00

7.00 (b)(c)

7,000,000

7,000,000

Monumental Life Insurance Co.

7/3/00

6.78 (b)(c)

5,000,000

5,000,000

7/3/00

6.81 (b)(c)

5,000,000

5,000,000

New York Life Insurance Co.

7/3/00

6.41 (b)(c)

4,000,000

4,000,000

Short-Term Notes - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

New York Life Insurance Co. - continued

8/28/00

6.96% (b)(c)

$ 5,000,000

$ 5,000,000

RACERS Series 00 10mm,

6/22/01

6.67 (a)(b)

10,000,000

10,000,000

Strategic Money Market Trust Series 1999 A6,

7/13/00

6.40 (a)(b)

17,000,000

17,000,000

Strategic Money Market Trust Series 2000 B,

9/13/00

6.81 (a)(b)

5,000,000

5,000,000

Strategic Money Market Trust Series 2000 E,

7/14/00

6.67 (a)(b)

5,000,000

5,000,000

Transamerica Occidental Life Insurance Co.

9/29/00

6.56 (b)(c)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

73,000,000

Repurchase Agreements - 2.5%

Maturity Amount

In a joint trading account (U.S. Government Obligations) dated 6/30/00 due 7/3/00 At 6.83%

$ 31,018

31,000

With:

Bank of America NA
At 7.21%, dated 6/30/00 due 7/3/00 (Commercial Paper Obligations)
(principal amount $30,000,000) 6.65% - 6.95%, 7/5/00 - 7/20/00

30,018,025

30,000,000

Deutsche Bank Securities, Inc.
At 7.21%, dated 6/30/00 due 7/3/00 (Corporate Obligations)
(principal amount $20,000,000) 5.98% - 6.05%, 11/17/08 - 3/1/09

20,012,017

20,000,000

TOTAL REPURCHASE AGREEMENTS

50,031,000

TOTAL INVESTMENT
PORTFOLIO - 101.9%

2,071,072,038

NET OTHER ASSETS - (1.9)%

(37,716,448)

NET ASSETS - 100%

$ 2,033,355,590

Total Cost for Income Tax Purposes $2,071,072,038

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $37,000,000 or 1.8% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co.
6.76%, 7/3/00

4/6/00

$ 15,000,000

Goldman Sachs Group, Inc.
6.73%, 8/22/00

6/14/00

$ 50,000,000

Jackson National Life Insurance Co.
7.0%, 7/3/00

7/6/99

$ 7,000,000

Monumental Life Insurance Co.:
6.78%, 7/3/00

9/17/98

$ 5,000,000

6.81%, 7/3/00

3/12/99

$ 5,000,000

New York Life Insurance Co.:
6.41%, 7/3/00

12/20/99

$ 4,000,000

6.96%, 8/28/00

8/13/99

$ 5,000,000

Transamerica Occidental Life
Insurance Co. 6.56%, 9/29/00

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $101,000,000 or 5.0% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $10,351,708. The weighted average interest rate was 6.06%. Interest earned from the interfund lending program amounted to $41,853 and is included in interest income on the Statement of Operations.

Income Tax Information

At December 31, 1999, the fund had a capital loss carryforward of approximately $102,000 of which $1,000, $28,000 and $73,000 will expire on December 31, 2002, 2005 and 2007, respectively.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $50,031,000) -
See accompanying schedule

$ 2,071,072,038

Receivable for fund shares sold

3,301,546

Interest receivable

11,922,327

Prepaid expenses

40,981

Total assets

2,086,336,892

Liabilities

Payable to custodian bank

$ 38,588

Payable for investments purchased

24,986,250

Payable for fund shares redeemed

27,396,441

Accrued management fee

446,877

Other payables and accrued expenses

113,146

Total liabilities

52,981,302

Net Assets

$ 2,033,355,590

Net Assets consist of:

Paid in capital

$ 2,033,466,514

Accumulated net realized gain (loss) on investments

(110,924)

Net Assets

$ 2,033,355,590

Initial Class:
Net Asset Value, offering price
and redemption price per share
($2,033,252,913
÷
2,033,348,781 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($102,677
÷ 102,677 shares)

$1.00

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Interest Income

$ 63,230,620

Expenses

Management fee

$ 2,332,410

Transfer agent fees

695,684

Distribution fees

117

Accounting fees and expenses

97,285

Non-interested trustees' compensation

3,231

Custodian fees and expenses

21,274

Registration fees

923

Audit

13,574

Legal

7,404

Miscellaneous

71,873

Total expenses before reductions

3,243,775

Expense reductions

(217)

3,243,558

Net interest income

59,987,062

Net Realized Gain (Loss)
on Investments

(8,777)

Net increase in net assets resulting from operations

$ 59,978,285

Other Information

Expense reductions
Custodian credits

$ 217

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended December 31,

1999

Operations
Net interest income

$ 59,987,062

$ 89,685,301

Net realized gain (loss)

(8,777)

(73,427)

Net increase (decrease) in net assets resulting from operations

59,978,285

89,611,874

Distributions to shareholders from net interest income

(59,987,062)

(89,685,301)

Share transactions - net increase (decrease)

93,873,698

432,074,680

Total increase (decrease) in net assets

93,864,921

432,001,253

Net Assets

Beginning of period

1,939,490,669

1,507,489,416

End of period

$ 2,033,355,590

$ 1,939,490,669

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 3,072,502,306

$ 3,933,097,969

Reinvestment of distributions from net interest income

60,021,807

88,893,196

Cost of shares redeemed

(3,038,753,092)

(3,589,916,485)

Net increase (decrease) in net assets and shares
resulting from share transactions

$ 93,771,021

$ 432,074,680

Service Class 2 A
Proceeds from sales of shares

$ 100,000

$ -

Reinvestment of distributions from net interest income

2,677

-

Cost of shares redeemed

-

-

Net increase (decrease) in net assets and shares
resulting from share transactions

$ 102,677

$ -

Distributions
From net interest income
Initial Class

$ (59,984,377)

$ (89,685,301)

Service Class 2 A

(2,685)

-

Total

$ (59,987,062)

$ (89,685,301)

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2000

Years ended December 31,

(Unaudited)

1999

1998

1997

1996

1995

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net interest income

.029

.050

.053

.053

.052

.057

Less Distributions

From net interest income

(.029)

(.050)

(.053)

(.053)

(.052)

(.057)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

2.98%

5.17%

5.46%

5.51%

5.41%

5.87%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,033,253

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

$ 808,874

Ratio of expenses to average net assets

.32% A

.27%

.30%

.31%

.30%

.33%

Ratio of net interest income to average net assets

5.93% A

5.06%

5.33%

5.32%

5.28%

5.72%

Financial Highlights - Service Class 2

Six months ended June 30, 2000 C

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net interest income

.027

Less Distributions

From net interest income

(.027)

Net asset value, end of period

$ 1.000

Total Return B

2.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 103

Ratio of expenses to average net assets

.57% A

Ratio of net interest income to average net assets

5.72% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

The Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Investment Grade Bond Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap Portfolio (the funds) are funds of Variable Insurance Products Fund III. Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund, except Money Market Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio, offers three classes of shares: the funds' original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan. On April 20, 2000, the Board of Trustees of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio approved the creation of Service Class, a new class of shares of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio. The Service Class shares of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio will be subject to an annual distribution and service fee of .10% of the class' average net assets. These shares are expected to be available on July 14, 2000.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation:

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

High Income, Asset Manager and Balanced Portfolios. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth and Mid Cap Portfolios. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund is not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income:

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Investment Grade Bond, High Income, Asset Manager, Balanced, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Mid Cap and Overseas Portfolios. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the funds. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the funds until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net interest income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, redemptions in kind, partnerships, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the funds are recorded as either interest income or security lending income in the accompanying financial statements.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information

regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock market and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

% of

Value

Net Assets

Asset Manager

$58,533,087

1.3%

Asset Manager: Growth

$9,260,883

1.6%

High Income

$12,978,197

0.6%

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For the Money Market Portfolio, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The income-based fee is added only when the fund's gross yield exceeds 5%. At that time the income-based fee would equal 6% of that portion of the fund's gross income that represents a gross yield of more than 5% per year. The maximum income-based component is .24% of average net assets. For the period, the total management fee was equivalent to an annualized rate of .23%. The income-based portion of this fee was equal to $755,805, or an annualized rate of .07% of the fund's average net assets.

For the Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

For all the other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the Investment Grade Bond and High Income Portfolios and .2167% to .5200% for the period for the Asset Manager, Balanced, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Mid Cap and Overseas Portfolios for the period. The annual individual fund fee rate is .30% for Investment Grade Bond, Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, and Mid Cap Portfolios, .45% for High Income and Overseas Portfolios, .25% for Asset Manager Portfolio, .15% for Balanced Portfolio, and .20% for Equity-Income and Growth & Income Portfolios. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

For the period, each fund's management fee was equivalent to the following annualized rates expressed as a percentage of average net assets:

Money Market

.23%

Investment Grade Bond

.43%

High Income

.58%

Asset Manager

.53%

Balanced

.43%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Index 500

.24%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Mid Cap

.56%

Overseas

.72%

Sub-Adviser Fee. As the Money Market and Investment Grade Bond Portfolios' investment sub-adviser, FIMM, a wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

FMR, on behalf of the Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

FMR and Index 500 Portfolio entered into a sub-advisory agreement with Bankers Trust Company (Bankers Trust). Bankers Trust receives a sub-advisory fee for providing investment management and custodial services to the fund. For these services, FMR pays Bankers Trust fees at an annual rate of 0.006% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sub-Adviser Fee - continued

Under a separate securities lending agreement with Bankers Trust, Index 500 Portfolio receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $90,941.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which were reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Money Market

Service Class 2

$ 117

Investment Grade Bond

Service Class 2

121

High Income

Service Class

126,071

Service Class 2

250

Asset Manager

Service Class

12,967

Service Class 2

195

Balanced

Service Class

13,703

Service Class 2

213

Asset Manager: Growth

Service Class

5,971

Service Class 2

204

Equity-Income

Service Class

221,204

Service Class 2

4,873

Index 500

Service Class 2

116

Growth & Income

Service Class

64,293

Service Class 2

492

Growth Opportunities

Service Class

170,539

Service Class 2

934

Contrafund

Service Class

472,035

Service Class 2

12,537

Growth

Service Class

650,795

Service Class 2

1,896

Mid Cap

Service Class

36,074

Service Class 2

8,716

Overseas

Service Class

99,503

Service Class 2

583

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each funds' transfer agent fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

MONEY MARKET

.07%

INVESTMENT GRADE BOND

.07%

HIGH INCOME

.07%

ASSET MANAGER

.07%

BALANCED

.07%

ASSET MANAGER: GROWTH

.07%

EQUITY-INCOME

.07%

GROWTH & INCOME

.07%

INDEX 500

.07%

GROWTH OPPORTUNITIES

.07%

CONTRAFUND

.07%

GROWTH

.07%

MID CAP

.08%

OVERSEAS

.07%

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, each class paid the following amounts:

Money Market

Initial Class

$ 695,651

Service Class 2

33

Investment Grade Bond

Initial Class

207,145

Service Class 2

33

High Income

Initial Class

655,017

Service Class

83,102

Service Class 2

96

Asset Manager

Initial Class

1,526,085

Service Class

8,951

Service Class 2

42

Balanced

Initial Class

92,789

Service Class

9,127

Service Class 2

55

Asset Manager: Growth

Initial Class

179,131

Service Class

4,189

Service Class 2

61

Equity-Income

Initial Class

3,206,951

Service Class

146,559

Service Class 2

1,525

Index 500

Initial Class

1,638,142

Service Class 2

33

Growth & Income

Initial Class

351,138

Service Class 2

43,630

Service Class 2

132

Growth Opportunities

Initial Class

417,276

Service Class

113,605

Service Class 2

426

Contrafund

Initial Class

2,952,107

Service Class

316,815

Service Class 2

3,771

Growth

Initial Class

5,897,805

Service Class

451,666

Service Class 2

848

Mid Cap

Initial Class

13,418

Service Class

27,121

Service Class 2

2,882

Overseas

Initial Class

925,813

Service Class

69,985

Service Class 2

301

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Money Market Insurance. Pursuant to an Exemptive Order issued by the the SEC, the Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. During the period, the fund paid premiums of $81,961 for the calendar year 2000 to FIDFUNDS, which are being amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

7. Expense Reductions.

FMR voluntarily agreed to reimburse Index 500 Portfolio's operating expenses (excluding interest, taxes, brokerage commissions, extraordinary expenses and sub-advisory fees paid by the fund associated with securities lending) above an annualized rate of .28% of average net assets for Initial Class and .53% of average net assets for Service Class 2.

FMR has directed certain portfolio trades to brokers who paid a portion of certain fund's expenses.

In addition, through arrangements with certain funds' custodians, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

8. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were record owners of 10% or more of the total outstanding shares of the following funds:

FILI

UNAFFILIATED INSURANCE

COMPANIES

FUND

% OF

OWNERSHIP

# OF

% OF OWNERSHIP

MONEY MARKET

64%

0

0%

INVESTMENT GRADE BOND

31%

2

21%

HIGH INCOME

11%

2

61%

ASSET MANAGER

18%

1

22%

BALANCED

36%

1

52%

ASSET MANAGER: GROWTH

63%

1

10%

EQUITY-INCOME

12%

2

39%

GROWTH & INCOME

40%

3

42%

INDEX 500

27%

1

13%

GROWTH OPPORTUNITIES

15%

1

66%

CONTRAFUND

20%

2

34%

GROWTH

13%

1

29%

MID CAP

44%

1

28%

OVERSEAS

14%

1

33%

9. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's schedule of investments.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Money Market, Asset Manager, Balanced, Investment
Grade Bond and Asset Manager: Growth Portfolios

Fidelity Management & Research (U.K.) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Bankers Trust
Index 500 Portfolio

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Growth, Mid Cap, Contrafund and Growth Opportunities Portfolios
Richard A. Spillane, Jr., Vice President - Equity-Income,
Overseas, Balanced and Growth & Income Portfolios
Dwight D. Churchill, Vice President - Money Market and
Investment Grade Bond Portfolios
Boyce I. Greer, Vice President - Money Market Portfolio
Robert A. Lawrence, Vice President - Index 500, Asset Manager, Asset Manager: Growth and High Income Portfolios
David L. Murphy, Vice President - Investment Grade Bond Portfolio
John Avery, Vice President - Balanced Portfolio
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
Robert K. Duby, Vice President - Money Market Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President - Investment Grade Bond
and Balanced Portfolios
Bart A. Grenier, Vice President - Asset Manager
and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio
John J. Todd, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Bettina Doulton, Vice President -
Growth Opportunities Portfolio

Steven J. Snider, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Jason Weiner, Vice President - Contrafund Portfolio
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith, Assistant Vice President - Money Market and Investment Grade Bond Portfolios
John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer - Money Market
and Investment Grade Bond Portfolios

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
Money Market, Investment Grade Bond and
High Income Portfolios

The Chase Manhattan Bank, New York, NY

Equity-Income, Asset Manager, Asset Manager: Growth,
Growth & Income, Balanced and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA
Growth, Growth Opportunities, Mid Cap
and Contrafund Portfolios

Bankers Trust, New York, NY
Index 500 Portfolio

* Independent trustees

VIPIC-SANN-0800 109454
1.705983.102

(2_fidelity_logos)

Fidelity® Variable Insurance Products
Service Class

Overseas Portfolio

Mid Cap Portfolio

Growth Portfolio

Contrafund® Portfolio

Growth Opportunities Portfolio

Growth & Income Portfolio

Equity-Income Portfolio

Balanced Portfolio

Asset Manager: Growth® Portfolio

Asset Manager SM Portfolio

High Income Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

4

A review of what happened in world markets

during the past six months.

Overseas Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Manager's Overview

7

Investments

10

Investments

Mid Cap Portfolio

14

Performance and Investment Summary

15

Fund Talk: The Manager's Overview

16

Investments

22

Financial Statements

26

Proxy Voting Results

Growth Portfolio

28

Performance and Investment Summary

29

Fund Talk: The Manager's Overview

30

Investments

35

Financial Statements

Contrafund Portfolio

39

Performance and Investment Summary

40

Fund Talk: The Manager's Overview

41

Investments

49

Financial Statements

Growth Opportunities Portfolio

53

Performance and Investment Summary

54

Fund Talk: The Manager's Overview

55

Investments

58

Financial Statements

62

Proxy Voting Results

Growth & Income Portfolio

64

Performance and Investment Summary

65

Fund Talk: The Manager's Overview

66

Investments

69

Financial Statements

73

Proxy Voting Results

Equity-Income Portfolio

75

Performance and Investment Summary

76

Fund Talk: The Manager's Overview

77

Investments

84

Financial Statements

Balanced Portfolio

88

Performance and Investment Summary

89

Fund Talk: The Managers' Overview

90

Investments

101

Financial Statements

105

Proxy Voting Results

Asset Manager: Growth Portfolio

107

Performance and Investment Summary

108

Fund Talk: The Manager's Overview

109

Investments

123

Financial Statements

Asset Manager Portfolio

127

Performance and Investment Summary

128

Fund Talk: The Manager's Overview

129

Investments

144

Financial Statements

High Income Portfolio

148

Performance and Investment Summary

149

Fund Talk: The Manager's Overview

150

Investments

160

Financial Statements

Notes to Financial Statements

164

Notes to the Financial Statements

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not
authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class

25.13%

15.14%

9.82%

MSCI EAFE

17.38%

11.49%

8.04%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of June 30, 2000, the index included 947 equity securities of companies domiciled in 20 countries.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,526 - a 155.26% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,660 - a 116.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

TotalFinaElf SA Class B (France)

4.7

Furukawa Electric Co. Ltd. (Japan)

4.5

BP Amoco PLC (United Kingdom)

4.0

Vodafone AirTouch PLC (United Kingdom)

3.6

Samsung Electronics Co. Ltd. (Korea (South))

2.9

19.7

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

16.4

Utilities

15.7

Energy

14.3

Finance

13.3

Industrial Machinery & Equipment

8.8

Top Five Countries as of June 30, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

22.3

United Kingdom

16.5

France

10.2

Netherlands

8.0

Switzerland

3.7

Percentages are adjusted for the effect of open futures contracts, if applicable.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six months that ended June 30, 2000, the fund lagged the -3.97% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East. For the 12 months that ended June 30, 2000, the fund's return topped the 17.38% return of the EAFE index.

Q. Why did the fund underperform its index during the past six months?

A. The fund's high concentration in Japanese technology and European and Japanese telephone utilities stocks - which were among the most positive sectors for the fund in the prior period - turned out to be the biggest relative detractor from performance this period. This weakness was due to a global correction in both sectors that was fueled by unsustainable valuations, some disappointing earnings reports and concerns about higher interest rates. In January and February, continued strong returns from the fund's positions in selected Japanese technology stocks - such as Kyocera - and Internet-related companies - such as Softbank - were short-lived when technology stocks retreated in March, turning advances in those stocks into detractors from performance for the remainder of the period. Among the utilities stocks that gave up some of their gains from the fourth quarter of 1999 and hurt the fund most were European and Japanese telephone utilities such as Vodafone AirTouch, British Telecommunications, DDI and Nippon Telegraph & Telephone.

Q. There seemed to be an effort to make the fund more concentrated during the period . . .

A. That's true. It was an extremely difficult period. Volatile market conditions created some unusual opportunities to buy more of the fund's most attractive stocks at cheaper prices. Therefore, I eliminated some of the fund's smaller and less attractive holdings to increase our positions in the stocks with the greatest potential for growth. My effort to increase the fund's concentration reduced the total number of stocks in the portfolio by about 27%. Further, the strategy also boosted the weighting of the fund's top-10 positions to 28.1% of the fund's net assets, from 19.7% of net assets six months earlier.

Q. Why did the fund's energy position rise from the prior period? What was your strategy there?

A. The energy sector looked attractive for several reasons. First, OPEC (Organization of Petroleum Exporting Countries) curtailed production during a period of increasing global demand, and this caused oil inventories to fall to very low levels. Second, as demand continued to grow and inventories remained low, I felt that oil prices might remain above the levels most investors were expecting - and that meant energy stocks were cheap as they reflected a $16-$18 per barrel oil price assumption. Third, I thought the earnings estimates for these companies were generally too low. Most were generating substantial cash flow and were benefiting from continuing industry consolidation activity. In this environment, I added to some of the fund's existing positions in oil producers such as TotalFinaElf and BP Amoco, both of which were among the fund's top-five holdings at the end of the period. In addition, I initiated positions in a number of tanker stocks on expectations that OPEC would need to increase production in an effort to ease oil prices. This worked out well as production quotas were eventually raised and prices for tanker stocks - such as fund holding Overseas Shipholding - increased substantially.

Q. What were some of the fund's top performers?
Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, bucked the sell-off in the technology sector and stood out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. On the down side, Kyocera, the fund's largest detractor, and Vodafone AirTouch both suffered from overall weakness in the technology and utilities sectors.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies that have good growth prospects and are consistently reporting strong earnings. In partnership with our team of 100 international research analysts, we'll maintain our global stock selection process using a bottom-up approach, while monitoring country and industry weightings. I expect consolidation to remain a major theme across a variety of sectors as corporate managements seek to cut costs, boost growth and increase their global competitiveness by acquiring competitors.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2000, more than $3.0 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%

Shares

Value (Note 1)

Australia - 1.1%

Broken Hill Proprietary Co. Ltd.

676,793

$ 7,977,892

Cable & Wireless Optus Ltd. (a)

2,839,300

8,439,288

News Corp. Ltd.

795,223

10,834,913

News Corp. Ltd. sponsored ADR (preferred ltd. vtg.)

163,800

7,780,500

35,032,593

Belgium - 0.2%

Electrabel SA

22,500

5,556,997

Brazil - 0.3%

Aracruz Celulose SA sponsored ADR

212,400

4,101,975

Telesp Celular Participacoes SA ADR

141,800

6,363,275

10,465,250

Canada - 2.8%

Alberta Energy Co. Ltd.

189,500

7,654,238

Anderson Exploration Ltd. (a)

355,200

6,453,820

BCE, Inc.

59,000

1,398,784

Canada Occidental Petroleum Ltd.

153,000

4,149,240

Canadian Natural Resources Ltd. (a)

279,600

8,120,770

Celestica, Inc. (sub. vtg.) (a)

199,800

9,730,213

Cinar Films, Inc. Class B (ltd. vtg.) (a)

136,500

477,750

Crestar Energy, Inc. (a)

277,500

4,226,697

Mitel Corp. (a)

112,300

2,343,850

Nortel Networks Corp.

92,652

6,427,126

Rio Alto Exploration Ltd. (a)

257,500

4,713,441

Suncor Energy, Inc.

196,500

4,539,210

Talisman Energy, Inc. (a)

659,100

21,836,444

Telesystem International Wireless, Inc. (sub. vtg.) (a)

213,900

3,915,360

85,986,943

Denmark - 0.4%

Novo-Nordisk AS (B Shares) (a)

64,800

11,018,365

Finland - 2.8%

Metsa-Serla Oyj Class B Free Shares

164,200

1,213,949

Nokia AB

770,000

38,451,874

Sampo Insurance Co. Ltd.

131,100

5,315,171

Sonera Corp.

221,200

10,075,906

UPM-Kymmene Corp.

1,284,600

31,861,548

86,918,448

France - 10.2%

Aventis SA

166,260

12,064,242

AXA SA de CV

127,026

19,994,115

Banque Nationale de Paris (BNP)

159,240

15,312,225

Canal Plus SA

28,800

4,835,382

Castorama Dubois Investissements SA

34,750

8,585,789

Compagnie de St. Gobain

23,000

3,106,824

France Telecom SA

280,400

39,160,182

Rhodia SA

361,700

6,072,769

Sanofi-Synthelabo SA

193,168

9,195,203

Societe Generale Class A

168,800

10,144,686

Shares

Value (Note 1)

Suez Lyonnaise des Eaux

33,800

$ 5,916,684

Television Francaise 1 SA

208,940

14,550,237

TotalFinaElf SA Class B

945,444

145,598,378

Vivendi SA

245,500

21,651,302

316,188,018

Germany - 3.7%

Allianz AG (Reg.)

47,200

16,943,449

BASF AG

517,700

20,791,502

Deutsche Telekom AG

218,700

12,476,006

E.On AG

159,700

7,693,464

Intershop Communication AG (a)

6,800

3,093,584

JUMPtec Industrielle Computertechnik AG

5,292

467,978

Kali Und Salz Beteiligungs AG

590,850

9,018,262

Munich Reinsurance AG (Reg.)

28,192

8,848,047

Siemens AG

193,500

29,165,113

Software AG

18,200

1,684,103

United Internet AG (a)

21,700

2,670,392

112,851,900

Hong Kong - 1.4%

China Telecom (Hong Kong) Ltd. (a)

3,618,000

32,166,283

Hutchison Whampoa Ltd.

578,600

7,273,693

Johnson Electric Holdings Ltd.

480,000

4,541,023

43,980,999

Ireland - 0.2%

Bank of Ireland, Inc.

1,151,438

7,205,598

Israel - 0.2%

Check Point Software
Technologies Ltd. (a)

24,600

5,209,050

Italy - 1.9%

Banca Intesa Spa

3,138,646

14,144,182

Olivetti & Co. Spa

1,883,500

6,856,455

San Paolo Imi Spa

404,100

7,124,648

Telecom Italia Mobile Spa

1,313,900

13,410,072

Telecom Italia Spa

1,130,524

15,551,776

57,087,133

Japan - 22.3%

Asahi Chemical Industry Co. Ltd.

527,000

3,728,070

Canon, Inc.

445,000

22,416,876

DDI Corp.

2,836

27,284,664

Fuji Bank Ltd.

902,000

6,857,310

Fujitsu Ltd.

749,000

25,927,468

Furukawa Electric Co. Ltd.

6,630,000

138,515,852

Hitachi Chemical Co. Ltd.

132,000

3,056,593

Hitachi Zosen Corp. (a)

1,563,000

1,415,280

Hoya Corp.

80,000

7,168,459

Ito-Yokado Co. Ltd.

387,000

23,288,626

KDD Corp.

73,900

7,458,310

Kyocera Corp.

287,200

49,344,552

Mitsubishi Electric Corp.

1,303,000

14,109,074

Mitsubishi Estate Co. Ltd.

646,000

7,604,301

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Mitsui Fudosan Co. Ltd.

288,000

$ 3,123,939

NEC Corp.

885,000

27,797,115

Net One Systems Co. Ltd.

159

3,659,310

Nikko Securities Co. Ltd.

4,280,000

42,388,230

Nintendo Co. Ltd.

39,000

6,812,677

Nippon Telegraph & Telephone Corp.

3,306

43,967,744

Nomura Securities Co. Ltd.

2,238,000

54,778,440

NTT DoCoMo, Inc.

365

9,880,683

Oki Electric Industry Co. Ltd. (a)

719,000

5,594,935

Omron Corp.

772,000

20,971,138

ORIX Corp.

57,600

8,502,547

Rohm Co. Ltd.

24,300

7,105,263

Sakura Bank Ltd.

1,052,000

7,273,307

Softbank Corp.

131,700

17,887,946

Sony Corp.

199,600

18,824,776

Takeda Chemical Industries Ltd.

455,000

29,869,837

Toko, Inc.

586,000

4,427,335

Tokyo Broadcasting System, Inc.

136,000

5,875,118

Tokyo Seimitsu Co. Ltd.

128,800

17,251,085

Trans Cosmos, Inc.

31,600

4,745,067

Yamanouchi Pharmaceutical Co. Ltd.

117,000

6,389,644

Zeon Corp.

712,000

5,070,364

690,371,935

Korea (South) - 3.6%

Kookmin Bank

228,100

2,904,886

Samsung Electro-Mechanics Co. (a)

152,610

9,566,997

Samsung Electronics Co. Ltd.

271,340

89,795,721

SK Telecom Co. Ltd. ADR

286,100

10,389,006

112,656,610

Marshall Islands - 0.6%

Teekay Shipping Corp.

592,500

19,478,438

Mexico - 2.8%

Grupo Televisa SA de CV sponsored GDR (a)

253,400

17,468,763

Telefonos de Mexico SA de CV Series L sponsored ADR

552,800

31,578,700

TV Azteca SA de CV sponsored ADR

1,962,700

25,883,106

Wal-Mart de Mexico SA de CV
Series V (a)

5,402,000

12,644,151

87,574,720

Netherlands - 8.0%

ABN AMRO Holding NV

404,000

9,889,256

Akzo Nobel NV (a)

312,300

13,257,377

Equant NV (NY Shares) (a)

312,000

13,416,000

Heineken NV

94,600

5,753,034

ING Groep NV
(Certificaten Van Aandelen)

352,462

23,805,164

Koninklijke Ahold NV (a)

711,949

20,938,618

Koninklijke KPN NV

235,600

10,529,567

Koninklijke Philips Electronics NV

1,201,984

56,643,652

Shares

Value (Note 1)

Nutreco Holding NV

123,833

$ 4,725,220

Royal Dutch Petroleum Co.
(Hague Registry)

801,800

49,360,809

STMicroelectronics NV (NY Shares)

152,700

9,801,431

United Pan-Europe Communications NV Class A (a)

372,200

9,725,099

Vendex KBB NV

496,457

8,425,258

VNU NV

106,700

5,506,648

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,379,665

248,156,798

Norway - 1.3%

Bergesen dy ASA:

(A Shares)

509,100

10,433,470

(B Shares)

489,051

9,367,702

DNB Holding ASA

1,026,200

4,253,976

Frontline Ltd. (a)

769,900

9,413,186

TANDBERG ASA (a)

186,400

4,438,664

VMETRO ASA

121,900

1,419,439

39,326,437

Russia - 0.0%

Mobile TeleSystems Ojsc sponsored ADR (a)

21,100

472,113

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR

196,100

17,649,000

Overseas Union Bank Ltd.

862,296

3,342,716

United Overseas Bank Ltd.

329,472

2,154,097

23,145,813

Spain - 1.7%

Altadis SA

245,727

3,771,677

Banco Santander Central Hispano SA

1,538,868

16,221,435

Telefonica SA (a)

1,445,100

31,017,446

51,010,558

Sweden - 0.1%

Netcom AB (B Shares) (a)

25,300

1,873,808

Switzerland - 3.7%

ABB Ltd. (Reg.)

60,751

7,262,817

Credit Suisse Group (Reg.)

131,154

26,058,947

Gretag Imaging Holding AG (Reg. D)

6,500

1,249,694

Julius Baer Holding AG

1,792

7,077,149

Nestle SA (Reg.)

21,218

42,417,812

The Swatch Group AG (Reg.)

46,400

12,088,660

UBS AG

109,468

16,019,380

Valora Holding AG

8,500

2,357,641

114,532,100

Taiwan - 2.4%

Macronix International Co. Ltd. (a)

1,754,890

4,397,934

Taiwan Semiconductor
Manufacturing Co. Ltd. (a)

6,292,976

29,903,157

Common Stocks - continued

Shares

Value (Note 1)

Taiwan - continued

United Microelectronics Corp.

9,392,400

$ 26,136,703

Winbond Electronics Corp. (a)

4,298,450

12,451,165

72,888,959

United Kingdom - 16.5%

Amvescap PLC

871,400

14,012,286

BAE SYSTEMS PLC

1,589,329

9,933,370

BP Amoco PLC

13,057,386

123,092,995

Cable & Wireless PLC

1,959,100

33,256,173

Carlton Communications PLC

1,578,600

20,355,258

Diageo PLC

476,100

4,282,905

Granada Group PLC

715,800

7,166,733

HSBC Holdings PLC (Reg.)

938,894

10,879,433

Lloyds TSB Group PLC

1,473,800

13,951,109

Marconi PLC

639,700

8,345,654

Misys PLC

631,300

5,343,866

Prudential Corp. PLC

454,200

6,669,727

Reed International PLC

537,300

4,686,734

Reuters Group PLC

767,400

12,782,007

Rio Tinto PLC (Reg.)

768,500

12,590,797

Royal Bank of Scotland Group PLC

1,639,500

27,507,564

Shell Transport & Trading Co. PLC (Reg.)

6,057,900

50,419,383

SMG PLC

787,200

4,257,260

SmithKline Beecham PLC

1,620,442

21,126,500

SSL International PLC

96,600

1,047,777

Unilever PLC

363,810

2,285,180

Vodafone AirTouch PLC

26,557,103

110,045,894

WPP Group PLC

465,700

6,817,406

510,856,011

United States of America - 1.5%

Bristol-Myers Squibb Co.

151,000

8,795,750

Eli Lilly & Co.

119,500

11,935,063

OMI Corp.

443,100

2,409,356

Overseas Shipholding Group, Inc.

533,300

13,132,513

Schering-Plough Corp.

186,300

9,408,150

45,680,832

TOTAL COMMON STOCKS

(Cost $2,098,252,397)

2,795,526,426

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

4,475,250

Cash Equivalents - 12.4%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

164,583,560

$ 164,583,560

Taxable Central Cash Fund, 6.59% (b)

218,019,162

218,019,162

TOTAL CASH EQUIVALENTS

(Cost $382,602,722)

382,602,722

TOTAL INVESTMENT PORTFOLIO - 103.0%

(Cost $2,485,876,718)

3,182,604,398

NET OTHER ASSETS - (3.0)%

(92,987,924)

NET ASSETS - 100%

$ 3,089,616,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,789,627,683 and $1,514,198,966, respectively, of which U.S. government and government agency obligations aggregated $0 and $4,435,324, respectively.

The market value of futures contracts opened and closed during the period amounted to $0 and $16,650,996, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,080 for the period.

The fund participated in the security lending program. At the period end, the value of securities loaned amounted to $164,478,909. The fund received cash collateral of $164,583,560 which was invested in cash equivalents and U.S. Treasury Obligations valued at $7,170,000.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,495,276,806. Net unrealized appreciation aggregated $687,327,592, of which $794,595,136 related to appreciated investment securities and $107,267,544 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $2,485,876,718) -
See accompanying schedule

$ 3,182,604,398

Foreign currency held at value
(cost $14,804,727)

14,800,284

Receivable for investments sold

87,398,285

Receivable for fund shares sold

55,319,628

Dividends receivable

4,560,497

Interest receivable

1,166,523

Other receivables

32,299

Total assets

3,345,881,914

Liabilities

Payable to custodian bank

$ 24

Payable for investments purchased

88,348,263

Payable for fund shares redeemed

755,883

Accrued management fee

1,845,001

Distribution fees payable

20,958

Other payables and
accrued expenses

711,751

Collateral on securities loaned,
at value

164,583,560

Total liabilities

256,265,440

Net Assets

$ 3,089,616,474

Net Assets consist of:

Paid in capital

$ 2,238,651,656

Undistributed net investment income

6,881,028

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

147,360,600

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

696,723,190

Net Assets

$ 3,089,616,474

Initial Class :
Net Asset Value, offering price
and redemption price per share
($2,821,727,782
÷
120,272,122 shares)

$23.46

Service Class:
Net Asset Value, offering price
and redemption price per share
($265,477,139
÷
11,338,502 shares)

$23.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,411,553
÷ 103,163 shares)

$23.38

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 28,919,045

Interest

5,991,504

Security lending

369,625

35,280,174

Less foreign taxes withheld

(3,264,911)

Total income

32,015,263

Expenses

Management fee

$ 10,781,118

Transfer agent fees

996,099

Distribution fees

100,086

Accounting and security lending fees

697,742

Non-interested trustees' compensation

12,169

Custodian fees and expenses

703,855

Registration fees

159,039

Audit

23,591

Legal

11,063

Miscellaneous

25,459

Total expenses before reductions

13,510,221

Expense reductions

(262,270)

13,247,951

Net investment income

18,767,312

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

157,476,657

Foreign currency transactions

(157,449)

Futures contracts

966,799

158,286,007

Change in net unrealized appreciation (depreciation) on:

Investment securities

(308,240,636)

Assets and liabilities in
foreign currencies

(88,785)

Futures contracts

(450,390)

(308,779,811)

Net gain (loss)

(150,493,804)

Net increase (decrease) in net assets resulting from operations

$ (131,726,492)

Other Information

Expense reductions
Directed brokerage arrangements

$ 249,713

Custodian credits

12,557

$ 262,270

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 18,767,312

$ 24,385,652

Net realized gain (loss)

158,286,007

279,081,035

Change in net unrealized appreciation (depreciation)

(308,779,811)

567,840,640

Net increase (decrease) in net assets resulting from operations

(131,726,492)

871,307,327

Distributions to shareholders
From net investment income

(29,474,912)

(31,839,750)

In excess of net investment income

(12,018,477)

-

From net realized gain

(261,723,630)

(51,354,434)

Total distributions

(303,217,019)

(83,194,184)

Share transactions - net increase (decrease)

643,337,117

(16,452,995)

Total increase (decrease) in net assets

208,393,606

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $6,881,028 and $10,707,600, respectively)

$ 3,089,616,474

$ 2,881,222,868

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

85,476,599

$ 2,061,439,529

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,119

4,250,326

81,691,268

Redeemed

(76,595,523)

(1,846,989,611)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

20,531,081

$ 499,409,037

(3,705,063)

$ (92,973,275)

Service Class
Sold

36,993,399

$ 881,191,616

18,969,271

$ 422,534,083

Reinvested

747,240

18,247,617

78,277

1,502,916

Redeemed

(31,673,883)

(757,892,720)

(15,508,477)

(347,516,719)

Net increase (decrease)

6,066,756

$ 141,546,513

3,539,071

$ 76,520,280

Service Class 2 A
Sold

107,413

$ 2,478,164

-

$ -

Reinvested

421

10,283

-

-

Redeemed

(4,671)

(106,880)

-

-

Net increase (decrease)

103,163

$ 2,381,567

-

$ -

Distributions
From net investment income
Initial Class

$ 27,739,213

$ 31,264,560

Service Class

1,734,722

575,190

Service Class 2 A

977

-

Total

$ 29,474,912

$ 31,839,750

In excess of net investment income
Initial Class

$ 11,310,740

$ -

Service Class

707,338

-

Service Class 2 A

399

-

Total

$ 12,018,477

$ -

From net realized gain
Initial Class

$ 245,909,166

$ 50,426,708

Service Class

15,805,557

927,726

Service Class 2 A

8,907

-

Total

$ 261,723,630

$ 51,354,434

$ 303,217,019

$ 83,194,184

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

$ 15.67

Income from Investment Operations

Net investment income

.15 D

.24 D

.23 D

.30 D

.32 D, E

.17

Net realized and unrealized gain (loss)

(1.43)

7.95

2.13

1.70

1.88

1.34

Total from investment operations

(1.28)

8.19

2.36

2.00

2.20

1.51

Less Distributions

From net investment income

(.26)

(.31)

(.38)

(.33)

(.20)

(.06)

In excess of net investment income

(.11)

-

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

(.02)

In excess of net realized gain

-

-

-

-

-

(.04)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

(.12)

Net asset value, end of period

$ 23.46

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Total Return B, C

(5.07)%

42.55%

12.81%

11.56%

13.15%

9.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,821,728

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

$ 1,343,134

Ratio of expenses to average net assets

.90% A

.91%

.91%

.92%

.93%

.91%

Ratio of expenses to average net assets after expense reductions

.88% A, G

.87% G

.89% G

.90% G

.92% G

.91%

Ratio of net investment income to average net assets

1.27% A

1.10%

1.19%

1.55%

1.84%

1.88%

Portfolio turnover

110% A

78%

84%

67%

92%

50%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.14

.22

.15

.01

Net realized and unrealized gain (loss)

(1.43)

7.94

2.19

(.17)

Total from investment operations

(1.29)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.26)

(.31)

(.38)

-

In excess of net investment income

(.10)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 23.41

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(5.12)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 265,477

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.00% A

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.99% A, G

.98% G

.97% G

1.01% A, G

Ratio of net investment income to average net assets

1.17% A

1.00%

.80%

.31% A

Portfolio turnover

110% A

78%

84%

67%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.05 per share.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.19)

Total from investment operations

(.09)

Less Distributions

From net investment income

(.26)

In excess of net investment income

(.10)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 23.38

Total Return B, C

(0.78)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,412

Ratio of expenses to average net assets

1.20% A

Ratio of expenses to average net assets after expense reductions

1.18% A, F

Ratio of net investment income to average net assets

.97% A

Portfolio turnover

110% A

A Annualized

B The total return would have been lower had certain expenses not been reduced during the period shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class

61.43%

53.10%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class - on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $19,000 - a 90.00% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially exceeding the performance of its benchmark, the Standard & Poor's MidCap 400 Index, which had a total return of 8.97% for the six-month period ending June 30, 2000 and a 16.98% return for the 12-month period.

Q. What factors affected performance?

A. We started the period by continuing a very good run in technology and biotechnology into March. The technology run was driven by excitement about the Internet, with continued bullishness for Internet infrastructure stocks. Enthusiasm for biotechnology stocks was strong due to breakthroughs in genomics, or gene-mapping. In early March, however, things seemed to fall apart for both sectors. The catalyst for biotechnology's decline was a government announcement raising questions about whether patents would be issued for genes. That started a cascade that began in March and lasted until early June. Valuations were so high that anything that possibly could threaten stock values eventually did. In early June, however, stocks in these two sectors started coming back.

Q. What were your principal strategies during this period of volatility?

A. We had a very strong weighting in technology early in the period, exceeding 45% of net assets in late February. This helped the fund greatly in the rally. We did get hit in the correction that began in March, but we practiced prudent risk management, selling some stocks with extremely high valuations, and taking some money off the table. I also reduced our holdings in some Internet stocks when I started to see cracks in Internet usage and a reduction in advertising on the Web. I remained bullish on telecommunications service providers, such as Nextel, as I was still optimistic about the growth potential for wireless communications in the United States. By the end of the period, the technology weighting declined to 31.7% of net assets. Part of this reduction was a result of stock prices losing value and part of it was a result of my decisions to reduce the size of holdings. Throughout the period, I avoided traditional defensive areas such as cyclicals, natural resources and utilities other than telecommunications companies. As a risk-management tactic, I was more comfortable increasing my cash position than investing in these industries. The fund did underperform the S&P MidCap 400 Index from early March through early June, but I thought that was an acceptable price to pay for the very good performance early in the period. Overall, we were well ahead of mid-cap stock indexes for the six-month period.

Q. What were some of the investments that helped performance?

A. Nextel Communications, the fund's largest position at the end of the period, was a big contributor. Kopin, which makes wafers for the amplifiers of wireless handsets, also helped performance. Kopin and Research in Motion, which manufactures two-way pagers with access to the Internet, both benefited from increased wireless usage. Another strong contributor was Veritas Software, whose data protection products were in demand as data storage related to the Internet grew.

Q. What were some of the disappointments?

A. DoubleClick had performed well earlier, but its stock fell as advertising on the Internet declined. DoubleClick is the largest provider of advertising on the Internet. Most of the other detractors from performance, relative to the S&P Mid Cap 400 Index, were companies such as QLogic Corp., which had good performance but which I underweighted. QLogic produces components for fiber-optic communications systems.

Q. What is your outlook for the mid-cap stock market?

A. The rapid growth of wireless communications and increased Internet usage are major long-term trends. However, the stocks that benefited from this growth during the period reached very high valuations and then suffered sharp corrections in March through early June. Investors are wondering what will happen next. I believe that technology will continue to be a driving force for global change, and I think that the growth potential of wireless communications remains very strong in the United States.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2000, more than $296 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 87.3%

Shares

Value (Note 1)

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 1.2%

Avery Dennison Corp.

17,400

$ 1,167,975

Dow Chemical Co.

8,300

250,556

Ivex Packaging Corp. (a)

14,900

165,763

Lyondell Chemical Co.

41,800

700,150

M.A. Hanna Co.

47,300

425,700

Sealed Air Corp. (a)

9,800

513,275

Union Carbide Corp.

4,700

232,650

3,456,069

Packaging & Containers - 0.0%

Bemis Co., Inc.

4,800

161,400

Paper & Forest Products - 0.1%

Trex Co., Inc. (a)

6,000

300,000

TOTAL BASIC INDUSTRIES

3,917,469

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

Applied Films Corp. (a)

9,600

351,600

Engineering - 0.3%

Bouygues SA

600

400,659

Quanta Services, Inc. (a)

9,900

544,500

945,159

TOTAL CONSTRUCTION & REAL ESTATE

1,296,759

DURABLES - 1.6%

Autos, Tires, & Accessories - 0.5%

SPX Corp.

11,090

1,341,197

Consumer Electronics - 0.7%

Black & Decker Corp.

3,700

145,456

General Motors Corp. Class H (a)

22,100

1,939,275

2,084,731

Home Furnishings - 0.0%

Leggett & Platt, Inc.

6,700

110,550

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

11,300

265,550

Liz Claiborne, Inc.

18,670

658,118

Timberland Co. Class A (a)

5,200

368,225

1,291,893

TOTAL DURABLES

4,828,371

ENERGY - 10.8%

Energy Services - 6.4%

BJ Services Co. (a)

28,980

1,811,250

Cal Dive International, Inc. (a)

9,700

525,619

Coflexip SA sponsored ADR

2,300

139,150

Diamond Offshore Drilling, Inc.

15,300

537,413

ENSCO International, Inc.

46,110

1,651,314

Global Marine, Inc.

73,500

2,071,781

Shares

Value (Note 1)

Grey Wolf, Inc. (a)

162,000

$ 810,000

Halliburton Co.

24,700

1,165,531

Hanover Compressor Co. (a)

23,700

900,600

Helmerich & Payne, Inc.

20,100

751,238

Nabors Industries, Inc. (a)

40,080

1,665,825

Noble Drilling Corp.

43,590

1,795,363

Pride International, Inc. (a)

9,000

222,750

R&B Falcon Corp. (a)

30,800

725,725

Rowan Companies, Inc. (a)

4,300

130,613

Smith International, Inc. (a)

10,400

757,250

Tidewater, Inc.

25,950

934,200

Transocean Sedco Forex, Inc.

14,260

762,019

Varco International, Inc. (a)

30,548

710,229

Weatherford International, Inc.

25,930

1,032,338

19,100,208

Oil & Gas - 4.4%

Anadarko Petroleum Corp.

18,100

892,556

Apache Corp.

37,450

2,202,528

Burlington Resources, Inc.

14,700

562,275

Cooper Cameron Corp. (a)

12,560

828,960

Devon Energy Corp.

19,700

1,106,894

EOG Resources, Inc.

9,140

306,190

Grant Prideco, Inc. (a)

8,730

218,250

Kerr-McGee Corp.

2,770

163,257

Murphy Oil Corp.

2,000

118,875

Noble Affiliates, Inc.

14,470

539,008

Ocean Energy, Inc. (a)

39,290

557,427

Santa Fe Snyder Corp. (a)

144,670

1,645,621

Tosco Corp.

23,530

666,193

USX - Marathon Group

7,590

190,224

Valero Energy Corp.

18,700

593,725

Vastar Resources, Inc.

21,640

1,777,185

Veritas DGC, Inc. (a)

22,600

587,600

12,956,768

TOTAL ENERGY

32,056,976

FINANCE - 6.5%

Banks - 0.9%

Bank of New York Co., Inc.

15,300

711,450

Bank One Corp.

39,200

1,041,250

PNC Financial Services Group, Inc.

16,600

778,125

2,530,825

Credit & Other Finance - 0.5%

Concord EFS, Inc. (a)

16,500

429,000

Household International, Inc.

14,000

581,875

Providian Financial Corp.

6,700

603,000

1,613,875

Federal Sponsored Credit - 1.3%

Freddie Mac

92,410

3,742,605

Insurance - 3.7%

Ace Ltd.

23,200

649,600

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AFLAC, Inc.

8,950

$ 411,141

Allmerica Financial Corp.

12,720

666,210

AMBAC Financial Group, Inc.

24,640

1,350,580

American General Corp.

4,590

279,990

Brown & Brown, Inc.

500

26,000

CIGNA Corp.

25,650

2,398,275

First Health Group Corp. (a)

14,300

469,219

Hartford Financial Services Group, Inc.

6,270

350,728

Jefferson-Pilot Corp.

3,600

203,175

MBIA, Inc.

5,310

255,876

MetLife, Inc.

60,000

1,263,750

Protective Life Corp.

22,780

606,518

Reliastar Financial Corp.

23,939

1,255,301

The Chubb Corp.

4,360

268,140

XL Capital Ltd. Class A

10,400

562,900

11,017,403

Securities Industry - 0.1%

Lehman Brothers Holdings, Inc.

3,000

283,688

TOTAL FINANCE

19,188,396

HEALTH - 13.5%

Drugs & Pharmaceuticals - 10.4%

Abgenix, Inc. (a)

6,100

731,142

Alkermes, Inc. (a)

4,100

193,213

Allergan, Inc.

10,100

752,450

ALZA Corp. (a)

12,200

721,325

Aviron (a)

28,880

891,670

Bristol-Myers Squibb Co.

10,800

629,100

Celgene Corp. (a)

23,550

1,386,506

Cephalon, Inc. (a)

31,540

1,888,458

Chiron Corp. (a)

12,830

609,425

COR Therapeutics, Inc. (a)

28,420

2,424,581

Corixa Corp. (a)

9,500

407,906

CV Therapeutics, Inc. (a)

7,605

527,122

Elan Corp. PLC sponsored ADR (a)

20,200

978,438

Eli Lilly & Co.

7,500

749,063

Forest Laboratories, Inc. (a)

6,370

643,370

Gene Logic, Inc. (a)

10,480

374,005

Genentech, Inc.

3,170

545,240

Gilead Sciences, Inc. (a)

7,010

498,586

Human Genome Sciences, Inc. (a)

620

82,693

ImClone Systems, Inc. (a)

16,400

1,253,575

IVAX Corp. (a)

6,500

269,750

Millennium Pharmaceuticals, Inc. (a)

13,762

1,539,624

Myriad Genetics, Inc. (a)

9,000

1,332,703

Noven Pharmaceuticals, Inc. (a)

1,100

33,069

PE Corp. - Celera Genomics Group (a)

9,300

869,550

Protein Design Labs, Inc. (a)

8,210

1,354,265

QLT, Inc. (a)

21,260

1,651,402

Schering-Plough Corp.

9,700

489,850

Shares

Value (Note 1)

Sepracor, Inc. (a)

12,560

$ 1,515,050

Teva Pharmaceutical Industries Ltd. ADR

28,200

1,563,338

Titan Pharmaceuticals, Inc. (a)

15,100

649,300

United Therapeutics Corp.

26,100

2,828,588

Vertex Pharmaceuticals, Inc. (a)

5,300

558,488

30,942,845

Medical Equipment & Supplies - 0.8%

Millipore Corp.

8,700

655,763

MiniMed, Inc. (a)

3,900

460,200

Novoste Corp. (a)

10,300

628,300

Stryker Corp.

10,800

472,500

Sybron International, Inc. (a)

8,730

172,963

2,389,726

Medical Facilities Management - 2.3%

Express Scripts, Inc. Class A (a)

10,800

670,950

Laboratory Corp. of America Holdings

5,700

439,613

Quest Diagnostics, Inc. (a)

24,500

1,831,375

Trigon Healthcare, Inc. (a)

43,170

2,225,953

UnitedHealth Group, Inc.

14,600

1,251,950

Wellpoint Health Networks, Inc. (a)

4,800

347,700

6,767,541

TOTAL HEALTH

40,100,112

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%

Electrical Equipment - 2.2%

Adaptive Broadband Corp. (a)

21,140

776,895

Adtran, Inc. (a)

16,300

975,963

American Power Conversion Corp. (a)

7,300

297,931

ANTEC Corp. (a)

11,200

465,500

California Amplifier, Inc. (a)

320

14,640

Harris Corp.

5,600

183,400

Pace Micro Technology PLC

88,944

1,284,515

Powerwave Technologies, Inc. (a)

6,700

294,800

Scientific-Atlanta, Inc.

16,840

1,254,580

Vyyo, Inc.

32,600

880,200

6,428,424

Industrial Machinery & Equipment - 0.6%

Asyst Technologies, Inc. (a)

21,900

750,075

Ingersoll-Rand Co.

10,100

406,525

Varian Semiconductor Equipment Associates, Inc. (a)

9,400

590,438

1,747,038

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

8,175,462

MEDIA & LEISURE - 3.1%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

23,020

762,178

Pegasus Communications Corp. (a)

53,240

2,612,088

Radio One, Inc.:

Class A

6,070

179,444

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Radio One, Inc.: - continued

Class D (non-vtg.) (a)

15,140

$ 334,026

TiVo, Inc.

29,200

1,022,000

UnitedGlobalCom, Inc. Class A (a)

5,090

237,958

Univision Communications, Inc.
Class A (a)

8,580

888,030

USA Networks, Inc. (a)

43,300

936,363

6,972,087

Entertainment - 0.7%

Mandalay Resort Group (a)

18,100

362,000

MGM Grand, Inc.

41,900

1,346,038

Park Place Entertainment Corp. (a)

5,400

65,813

Premier Parks, Inc. (a)

10,400

236,600

2,010,451

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

860

34,185

Restaurants - 0.0%

Jack in the Box, Inc. (a)

2,880

70,920

TOTAL MEDIA & LEISURE

9,087,643

NONDURABLES - 1.7%

Agriculture - 0.1%

Nutreco Holding NV

11,573

441,603

Foods - 1.2%

Bestfoods

4,200

290,850

Keebler Foods Co.

22,840

847,935

Nabisco Group Holdings Corp.

45,910

1,190,791

Nabisco Holdings Corp. Class A

10,800

567,000

Quaker Oats Co.

7,200

540,900

3,437,476

Household Products - 0.4%

Avon Products, Inc.

24,610

1,095,145

TOTAL NONDURABLES

4,974,224

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd.

8,930

56,095

Newmont Mining Corp.

900

19,463

Stillwater Mining Co. (a)

37,520

1,045,870

1,121,428

RETAIL & WHOLESALE - 1.1%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. (a)

21,800

722,125

General Merchandise Stores - 0.3%

Consolidated Stores Corp. (a)

1,900

22,800

Shares

Value (Note 1)

Costco Wholesale Corp. (a)

13,400

$ 442,200

Dollar Tree Stores, Inc. (a)

7,650

302,653

767,653

Grocery Stores - 0.3%

Safeway, Inc. (a)

17,100

771,638

Retail & Wholesale, Miscellaneous - 0.3%

Best Buy Co., Inc. (a)

13,000

822,250

Circuit City Stores, Inc. -
Circuit City Group

4,600

152,663

Ventro Corp.

3,500

66,063

1,040,976

TOTAL RETAIL & WHOLESALE

3,302,392

SERVICES - 2.5%

Advertising - 0.9%

ADVO, Inc. (a)

20,600

865,200

DoubleClick, Inc. (a)

8,180

311,863

TMP Worldwide, Inc. (a)

19,500

1,439,344

2,616,407

Printing - 0.0%

Valassis Communications, Inc. (a)

1,360

51,850

Services - 1.6%

ACNielsen Corp. (a)

23,100

508,200

Cintas Corp.

29,390

1,078,246

Convergys Corp. (a)

9,000

466,875

Ecolab, Inc.

28,939

1,130,430

Profit Recovery Group
International, Inc. (a)

21,600

359,100

Robert Half International, Inc. (a)

24,640

702,240

True North Communications

11,400

501,600

4,746,691

TOTAL SERVICES

7,414,948

TECHNOLOGY - 31.7%

Communications Equipment - 3.9%

ADC Telecommunications, Inc. (a)

8,300

696,163

Advanced Fibre Communications, Inc. (a)

2,430

110,109

Andrew Corp. (a)

17,000

570,563

Ciena Corp. (a)

4,790

798,433

Comverse Technology, Inc. (a)

14,850

1,381,050

Corning, Inc.

5,903

1,593,072

Ditech Communications Corp.

900

85,106

Efficient Networks, Inc.

9,800

720,913

Jabil Circuit, Inc. (a)

29,740

1,475,848

Metricom, Inc. (a)

10,230

285,161

Natural MicroSystems Corp. (a)

22,050

2,479,247

Tekelec (a)

7,800

375,863

Terayon Communication Systems, Inc. (a)

1,200

77,081

Turnstone Systems, Inc.

3,200

530,150

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Tut Systems, Inc. (a)

2,600

$ 149,175

Westell Technologies, Inc. Class A (a)

8,800

132,000

11,459,934

Computer Services & Software - 8.4%

Active Software, Inc.

13,500

1,048,781

Adobe Systems, Inc.

10,630

1,381,900

Affiliated Computer Services, Inc.
Class A (a)

3,220

106,461

Affymetrix, Inc. (a)

4,300

710,038

Amazon.com, Inc. (a)

24,500

889,656

Amdocs Ltd. (a)

7,947

609,932

Ariba, Inc.

5,000

490,234

Autodesk, Inc.

11,800

409,313

BEA Systems, Inc. (a)

24,520

1,212,208

BroadVision, Inc. (a)

2,300

116,869

Business Objects SA sponsored ADR (a)

4,400

387,750

CACI International, Inc. Class A (a)

12,200

237,900

Cadence Design Systems, Inc. (a)

19,620

399,758

Check Point Software
Technologies Ltd. (a)

3,200

677,600

Clarent Corp.

2,500

178,750

CNET Networks, Inc. (a)

23,700

582,131

Covad Communications Group, Inc. (a)

25,200

406,350

Digital Insight Corp.

4,900

166,600

Electronic Arts, Inc. (a)

3,010

219,542

Foundry Networks, Inc.

4,600

506,000

Interact Commerce Corp. (a)

7,080

83,632

Internap Network Services Corp.

3,300

137,002

Intuit, Inc. (a)

7,830

323,966

Keynote Systems, Inc.

6,300

444,544

Macromedia, Inc. (a)

900

87,019

Manugistics Group, Inc. (a)

1,500

70,125

Marketwatch.com, Inc. (a)

200

3,763

Mercury Interactive Corp. (a)

2,700

261,225

Metasolv Software, Inc.

11,330

498,520

National Computer Systems, Inc.

7,200

354,600

New Era of Networks, Inc. (a)

2,370

100,725

Opus360 Corp.

20

74

Orbotech Ltd.

8,400

780,150

Pharmacopeia, Inc. (a)

3,400

157,675

Phone.com, Inc.

4,900

319,113

Polycom, Inc. (a)

13,400

1,260,856

Priceline.com, Inc. (a)

24,500

930,617

Puma Technology, Inc. (a)

4,160

111,540

Rational Software Corp. (a)

14,300

1,329,006

Redback Networks, Inc.

6,320

1,132,070

Software.com, Inc.

2,100

272,738

VERITAS Software Corp. (a)

24,605

2,780,749

Vignette Corp. (a)

10,080

524,318

Shares

Value (Note 1)

Vitria Technology, Inc.

6,800

$ 415,650

webMethods, Inc.

12,000

1,886,250

25,003,700

Computers & Office Equipment - 4.7%

Alteon Websystems, Inc.

5,700

570,356

Apple Computer, Inc. (a)

80

4,190

Brocade Communications
Systems, Inc. (a)

16,860

3,093,547

CDW Computer Centers, Inc. (a)

30,800

1,925,000

Comdisco, Inc.

5,400

120,488

Copper Mountain Networks, Inc.

3,300

290,813

Juniper Networks, Inc.

15,060

2,192,171

MMC Networks, Inc. (a)

21,600

1,154,250

MRV Communications, Inc. (a)

6,100

410,225

Network Appliance, Inc. (a)

24,080

1,938,440

ScanSource, Inc. (a)

7,130

277,179

SCI Systems, Inc. (a)

7,100

278,231

Symbol Technologies, Inc.

9,645

520,830

Tech Data Corp. (a)

25,500

1,110,844

13,886,564

Electronic Instruments - 4.1%

Aclara Biosciences, Inc.

6,200

315,813

Agilent Technologies, Inc.

10,350

763,313

Aurora Biosciences Corp. (a)

17,100

1,166,006

FEI Co. (a)

29,700

905,850

KLA-Tencor Corp. (a)

4,820

282,271

Kulicke & Soffa Industries, Inc. (a)

12,100

718,438

Novellus Systems, Inc. (a)

14,950

845,609

PE Corp. - Biosystems Group

7,910

521,071

PerkinElmer, Inc.

36,950

2,443,319

Photon Dynamics, Inc. (a)

18,700

1,396,656

Tektronix, Inc.

13,200

976,800

Waters Corp. (a)

14,910

1,860,954

12,196,100

Electronics - 10.6%

Altera Corp. (a)

28,450

2,900,122

Analog Devices, Inc. (a)

7,440

565,440

Atmel Corp. (a)

11,300

416,688

Celestica, Inc. (sub. vtg.) (a)

7,720

375,962

Chartered Semiconductor
Manufacturing Ltd. ADR

3,540

318,600

Cypress Semiconductor Corp. (a)

20,640

872,040

Digital Microwave Corp. (a)

8,300

316,438

E Tek Dynamics, Inc. (a)

3,130

825,733

GlobeSpan, Inc.

12,400

1,513,769

Infineon Technologies AG

5,200

408,550

KEMET Corp. (a)

8,160

204,510

Kopin Corp. (a)

72,470

5,018,548

Lattice Semiconductor Corp. (a)

8,100

559,913

Linear Technology Corp.

20

1,279

LSI Logic Corp. (a)

2,900

156,963

Merix Corp. (a)

9,500

446,500

Microchip Technology, Inc. (a)

14,900

868,158

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Micron Technology, Inc. (a)

17,140

$ 1,509,391

National Semiconductor Corp. (a)

33,430

1,897,153

NVIDIA Corp. (a)

12,600

800,888

Plexus Corp. (a)

5,000

565,000

PMC-Sierra, Inc. (a)

3,870

687,651

Power-One, Inc. (a)

10,700

1,219,131

QLogic Corp. (a)

7,132

471,158

Rambus, Inc. (a)

14,100

1,452,300

S3, Inc.

34,100

502,975

Sanmina Corp. (a)

33,600

2,872,800

SDL, Inc. (a)

4,400

1,254,825

Three-Five Systems, Inc. (a)

2,704

159,536

TriQuint Semiconductor, Inc.

8,600

822,913

Vishay Intertechnology, Inc. (a)

18,220

691,221

Vitesse Semiconductor Corp. (a)

5,990

440,639

Xilinx, Inc. (a)

3,100

255,944

31,372,738

TOTAL TECHNOLOGY

93,919,036

TRANSPORTATION - 1.1%

Air Transportation - 0.2%

Continental Airlines, Inc. Class B (a)

4,900

230,300

Northwest Airlines Corp. Class A (a)

9,700

295,244

Southwest Airlines Co.

13,350

252,816

778,360

Railroads - 0.0%

Wabtec Corp.

296

3,071

Shipping - 0.5%

Teekay Shipping Corp.

45,000

1,479,375

Trucking & Freight - 0.4%

Forward Air Corp. (a)

11,985

479,400

Landstar System, Inc. (a)

10,100

601,581

1,080,981

TOTAL TRANSPORTATION

3,341,787

UTILITIES - 8.8%

Cellular - 4.2%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

3,400

604,563

Clearnet Communications, Inc.
Class A (non-vtg.) (a)

24,450

677,102

Microcell Telecommunications, Inc.
Class B (non-vtg.) (a)

26,430

955,979

Millicom International Cellular SA (a)

1,430

50,050

Nextel Communications, Inc. Class A (a)

123,420

7,551,737

Nextel Partners, Inc. Class A

6,300

205,144

Shares

Value (Note 1)

Sprint Corp. - PCS Group Series 1 (a)

37,110

$ 2,208,045

VoiceStream Wireless Corp. (a)

2,790

324,468

12,577,088

Electric Utility - 2.8%

AES Corp. (a)

30,960

1,412,550

Calpine Corp. (a)

68,000

4,471,000

Constellation Energy Corp.

8,100

263,756

IPALCO Enterprises, Inc.

15,680

315,560

Montana Power Co.

13,100

462,594

NiSource, Inc.

39,900

743,138

Northern States Power Co.

16,000

323,000

NRG Energy, Inc.

4,500

82,125

PECO Energy Co.

6,000

241,875

8,315,598

Gas - 1.3%

Columbia Energy Group

60

3,938

Dynegy, Inc. Class A

28,470

1,944,857

Enron Corp.

8,150

525,675

Kinder Morgan, Inc.

36,580

1,264,296

3,738,766

Telephone Services - 0.5%

Allegiance Telecom, Inc. (a)

2,200

140,800

CenturyTel, Inc.

31,400

902,750

ITXC Corp.

14,210

503,123

1,546,673

TOTAL UTILITIES

26,178,125

TOTAL COMMON STOCKS

(Cost $230,321,148)

258,903,128

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.59% to 6.03% 7/13/00 to 8/17/00 (c)
(Cost $919,351)

-

$ 925,000

919,853

Cash Equivalents - 18.5%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.58%, dated 6/30/00 due 7/3/00

$ 18,919,371

$ 18,909,000

Shares

Central Cash Collateral Fund, 6.71% (b)

6,731,354

6,731,354

Taxable Central Cash Fund, 6.59% (b)

29,086,263

29,086,263

TOTAL CASH EQUIVALENTS

(Cost $54,726,617)

54,726,617

TOTAL INVESTMENT PORTFOLIO - 106.1%

(Cost $285,967,116)

314,549,598

NET OTHER ASSETS - (6.1)%

(18,181,476)

NET ASSETS - 100%

$ 296,368,122

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 400 Midcap Index Contracts

Sept. 2000

$ 13,916,550

$ (412,213)

The face value of futures purchased as a percentage of net assets - 4.7%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $919,853.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $338,873,605 and $125,891,376, respectively.

The market value of futures contracts opened and closed during the
period amounted to $20,604,492 and $6,614,989, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $16,684 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,633,405. The fund received cash collateral of $6,731,354 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $289,737,660. Net unrealized appreciation aggregated $24,811,938, of which $35,724,103 related to appreciated investment securities and $10,912,165 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $18,909,000)
(cost $285,967,116) -
See accompanying schedule

$ 314,549,598

Cash

323,420

Receivable for investments sold

13,596,246

Receivable for fund shares sold

3,012,314

Dividends receivable

66,918

Interest receivable

128,429

Other receivables

10,808

Total assets

331,687,733

Liabilities

Payable for investments purchased

$ 27,374,504

Payable for fund shares redeemed

834,902

Accrued management fee

115,770

Distribution fees payable

12,793

Payable for daily variation on
futures contracts

208,051

Other payables and
accrued expenses

42,237

Collateral on securities loaned,
at value

6,731,354

Total liabilities

35,319,611

Net Assets

$ 296,368,122

Net Assets consist of:

Paid in capital

$ 271,976,722

Undistributed net investment income

97,845

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,876,611)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

28,170,166

Net Assets

$ 296,368,122

Initial Class:
Net Asset Value, offering price
and redemption price per share
($149,443,660
÷ 7,938,617
shares)

$18.82

Service Class:
Net Asset Value, offering price and
redemption price per share
($129,033,252
÷ 6,865,262
shares)

$18.80

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($17,891,210
÷ 952,751 shares)

$18.78

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 177,301

Interest

380,016

Security lending

16,068

Total income

573,385

Expenses

Management fee

$ 306,603

Transfer agent fees

43,421

Distribution fees

44,790

Accounting and security lending fees

32,445

Non-interested trustees' compensation

111

Custodian fees and expenses

58,064

Audit

8,158

Legal

586

Reports to Shareholders

236

Miscellaneous

69

Total expenses before reductions

494,483

Expense reductions

(19,437)

475,046

Net investment income

98,339

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(3,838,305)

Foreign currency transactions

1,931

Futures contracts

126,879

(3,709,495)

Change in net unrealized appreciation (depreciation) on:

Investment securities

24,218,897

Assets and liabilities in
foreign currencies

(23)

Futures contracts

(424,407)

23,794,467

Net gain (loss)

20,084,972

Net increase (decrease) in net assets resulting from operations

$ 20,183,311

Other Information

Expense reductions
Directed brokerage arrangements

$ 19,080

Custodian credits

357

$ 19,437

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 98,339

$ (3,279)

Net realized gain (loss)

(3,709,495)

139,917

Change in net unrealized appreciation (depreciation)

23,794,467

4,343,490

Net increase (decrease) in net assets resulting from operations

20,183,311

4,480,128

Distributions to shareholders
From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(131,105)

(172,440)

Share transactions - net increase (decrease)

248,664,126

22,312,614

Total increase (decrease) in net assets

268,716,332

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period (including undistributed net investment income of $97,845 and $0, respectively)

$ 296,368,122

$ 27,651,790

Other Information:

Six months ended
June 30, 2000 (Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,954,588

$ 141,197,057

67,742

$ 873,931

Reinvested

507

8,466

755

10,914

Redeemed

(130,836)

(2,260,660)

(4,140)

(54,766)

Net increase (decrease)

7,824,259

$ 138,944,863

64,357

$ 830,079

Service Class
Sold

5,632,594

$ 100,266,360

1,749,215

$ 22,631,585

Reinvested

7,312

121,968

11,186

161,526

Redeemed

(474,562)

(8,379,137)

(110,484)

(1,310,576)

Net increase (decrease)

5,165,344

$ 92,009,191

1,649,917

$ 21,482,535

Service Class 2 A
Sold

1,052,073

$ 19,316,295

-

$ -

Reinvested

40

671

-

-

Redeemed

(99,362)

(1,606,894)

-

-

Net increase (decrease)

952,751

$ 17,710,072

-

$ -

Distributions

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 131,105

$ 172,440

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 E

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.02

.00

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.62

5.05

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.82

$ 15.25

$ 10.31

Total Return B, C

23.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 149,444

$ 1,744

$ 516

Ratio of expenses to average net assets

.84% A

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.80% A, H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

.25% A

.01%

(.27)% A

Portfolio turnover

239% A

163%

125% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 F

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

(.01)

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.61

5.04

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.80

$ 15.24

$ 10.31

Total Return B, C

23.73%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 129,033

$ 25,908

$ 516

Ratio of expenses to average net assets

.92% A

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.88% A, H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.17% A

(.09)%

(.35)% A

Portfolio turnover

239% A

163%

125% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

4.01

Total from investment operations

4.01

Less Distributions

In excess of net realized gain

(.05)

Net asset value, end of period

$ 18.78

Total Return B, C

27.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 17,891

Ratio of expenses to average net assets

1.07% A

Ratio of expenses to average net assets after expense reductions

1.04% A, F

Ratio of net investment income to average net assets

.02% A

Portfolio turnover

239% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

152,524,752.89

95.370

Against

1,456,201.90

0.911

Abstain

5,947,746.88

3.719

TOTAL

159,928,701.67

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

149,727,278.77

93.621

Against

2,405,860.33

1.505

Abstain

7,795,562.57

4.874

TOTAL

159,928,701.67

100.000

PROPOSAL 5

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,993,847.24

92.537

Against

3,567,046.24

2.231

Abstain

8,367,808.19

5.232

TOTAL

159,928,701.67

100.000

PROPOSAL 6

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,959,308.60

92.516

Against

3,629,590.53

2.269

Abstain

8,339,802.54

5.215

TOTAL

159,928,701.67

100.000

* Denotes trust-wide proposals and voting results.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class

26.12%

25.50%

20.05%

Russell 3000 Growth

25.86%

27.43%

19.49%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $62,176 - a 521.76% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $59,313 - a 493.13% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.5

Intel Corp.

4.4

Pfizer, Inc.

3.6

General Electric Co.

2.9

Eli Lilly & Co.

2.6

18.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.6

Health

14.9

Finance

8.3

Media & Leisure

6.9

Utilities

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 98.4%

Short-Term
Investments and
Net Other Assets 1.6%



* Foreign investments 11.4%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. Pretty well. For the six months that ended June 30, 2000, the fund posted a higher return than the Russell 3000 Growth Index, which returned 4.04%. For the 12 months that ended June 30, 2000, the fund also outperformed the index, which returned 25.86%.

Q. The period was marked by a high degree of volatility within the technology sector. How did this affect the fund?

A. Technology stocks performed well during the first half of the period, but succumbed to investor fears during much of the second as high valuations succumbed to the effects of higher interest rates, and the group suffered a significant downturn. The fund was underweighted in technology stocks relative to the Russell index, but nonetheless had just under 43% of its net assets in the sector at the end of the period. Many of its technology names were of the small-cap variety, and these stocks were among the hardest hit during the technology slide. On the plus side, the fund's positions in communications equipment providers such as Nokia and Ericsson helped. These stocks typically trade in line with technology, so their solid performance during the period was a pleasant surprise.

Q. Despite the volatility, some of the fund's bigger-cap technology names fared well . . .

A. The fund's stakes in market leaders such as Cisco Systems, EMC Corp. and Intel generated nice results. Cisco - the main player in the Internet infrastructure area - performed well on the heels of accelerating earnings and revenue growth. EMC, which specializes in data storage, also enjoyed strong earnings growth, and Intel benefited from a shortage of high-end microprocessors. Microsoft was one big-cap that didn't come through, however, as its performance was hampered by both the ongoing federal government case against it and a slowdown in the company's applications business. Microsoft also was in the process of implementing a new Internet strategy, and its success is yet to be proven.

Q. What other types of stocks contributed positively?

A. The fund's investments in the oil services group - including names such as Baker Hughes, Halliburton and Smith International - performed well. Oil prices remained at relatively high levels during the period, which made the return on exploration quite attractive. In addition, we've seen lower levels of exploration in recent years, indicating that activity will need to pick up in order to meet production estimates. These companies - which sell the equipment used to drill for oil - were in a solid position to benefit from this environment. Finally, the fund's underweighting in consumer nondurables positions worked out well relative to the index.

Q. At just under 15%, health stocks occupied the second-largest position - after technology - in the portfolio. How did this group perform?

A. The fund's health-related investments were spread mostly among drug and biotechnology stocks, and each group performed well. Drug stocks Eli Lilly - which had eight drugs in the latter stages of development - and Warner-Lambert were among the fund's better performers. Biotechnology stocks - particularly those involved in the field of human genomics - fell along with technology in April, but enjoyed a fairly good rebound as we closed the period. The fund's positions in Millennium Pharmaceuticals and Genentech provided a favorable boost.

Q. What's your outlook?

A. Technology has been the key market driver for some time, and the sector has been very unpredictable. Performance has bounced around depending on whether technology stocks have had a good week or a bad week. Earnings growth continues to be strong for technology, so the sector could do well if the economy slows and interest rates stabilize. Outside of technology, the key economic question is whether we're in for a soft landing - in which the economy slows, but in a gradual fashion - or a hard landing, which could translate into a recession. Obviously, a soft landing would be better. More stocks outside of tech could participate, and economically sensitive stocks would stand a chance. If we see a hard landing, I may look to add to the fund's consumer nondurables positions or to the drug stocks, both of which tend to perform well going into a recession.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2000, more than $20.2 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

BFGoodrich Co.

657,900

$ 22,409,719

Boeing Co.

1,827,800

76,424,888

Textron, Inc.

31,600

1,716,275

United Technologies Corp.

822,200

48,407,025

148,957,907

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 0.2%

Cytec Industries, Inc. (a)

888,200

21,927,438

Lyondell Chemical Co.

1,473,400

24,679,450

46,606,888

Metals & Mining - 0.4%

CommScope, Inc. (a)

1,266,100

51,910,100

Falconbridge Ltd.

802,500

9,892,351

Inco Ltd. (a)

1,402,000

21,496,386

Martin Marietta Materials, Inc.

143,900

5,818,956

89,117,793

Packaging & Containers - 0.2%

Owens-Illinois, Inc. (a)

3,285,700

38,401,619

Paper & Forest Products - 0.5%

Kimberly-Clark Corp.

1,625,400

93,257,325

TOTAL BASIC INDUSTRIES

267,383,625

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

14,949,163

Engineering - 0.2%

Fluor Corp.

583,770

18,461,726

Stolt Offshore SA (a)

1,551,600

21,916,350

Stolt Offshore SA Class A sponsored ADR (a)

206,050

2,446,844

42,824,920

TOTAL CONSTRUCTION & REAL ESTATE

57,774,083

DURABLES - 0.8%

Consumer Durables - 0.0%

Minnesota Mining & Manufacturing Co.

55,400

4,570,500

Consumer Electronics - 0.7%

Gemstar International Group Ltd. (a)

872,300

53,605,561

Pioneer Corp.

190,000

7,401,434

Sanyo Electric Co. Ltd.

822,000

7,396,605

Sony Corp.

837,300

78,967,860

147,371,460

Shares

Value (Note 1)

Textiles & Apparel - 0.1%

Shaw Industries, Inc.

1,045,400

$ 13,067,500

TOTAL DURABLES

165,009,460

ENERGY - 3.5%

Energy Services - 2.3%

Baker Hughes, Inc.

3,032,770

97,048,640

BJ Services Co. (a)

635,700

39,731,250

Coflexip SA sponsored ADR

928,500

56,174,250

Global Industries Ltd. (a)

406,300

7,668,913

Halliburton Co.

2,470,100

116,557,844

Smith International, Inc. (a)

868,950

63,270,422

Varco International, Inc. (a)

1,295,500

30,120,375

Weatherford International, Inc.

1,328,840

52,904,443

463,476,137

Oil & Gas - 1.2%

Apache Corp.

679,200

39,945,450

Burlington Resources, Inc.

676,400

25,872,300

Grant Prideco, Inc. (a)

1,328,840

33,221,000

National-Oilwell, Inc. (a)

1,050,000

34,518,750

Newfield Exploration Co. (a)

1,396,300

54,630,238

Noble Affiliates, Inc.

1,435,000

53,453,750

241,641,488

TOTAL ENERGY

705,117,625

FINANCE - 8.3%

Banks - 0.9%

Bank One Corp.

5,755,590

152,882,859

Chuo Mitsui Trust & Banking Co. Ltd.

3,483,000

15,177,760

Sumitomo Trust & Banking Ltd.

2,482,000

17,675,062

185,735,681

Credit & Other Finance - 1.2%

American Express Co.

1,696,600

88,435,275

Associates First Capital Corp. Class A

3,188,900

71,152,331

Citigroup, Inc.

1,278,100

77,005,525

236,593,131

Federal Sponsored Credit - 1.3%

Fannie Mae

3,578,100

186,732,094

Freddie Mac

1,969,500

79,764,750

266,496,844

Insurance - 3.3%

Ace Ltd.

2,117,000

59,276,000

AFLAC, Inc.

881,600

40,498,500

Allmerica Financial Corp.

657,910

34,458,036

AMBAC Financial Group, Inc.

435,400

23,865,363

American International Group, Inc.

1,682,031

197,638,643

Everest Re Group Ltd.

1,198,800

39,410,550

Hartford Financial Services Group, Inc.

143,200

8,010,250

Marsh & McLennan Companies, Inc.

569,600

59,487,600

PartnerRe Ltd.

1,170,500

41,479,594

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

The Chubb Corp.

1,051,200

$ 64,648,800

XL Capital Ltd. Class A

1,922,400

104,049,900

672,823,236

Securities Industry - 1.6%

Charles Schwab Corp.

3,193,650

107,386,481

Daiwa Securities Group, Inc.

5,334,000

70,435,770

Nikko Securities Co. Ltd.

5,626,000

55,718,735

Nomura Securities Co. Ltd.

3,836,000

93,891,911

327,432,897

TOTAL FINANCE

1,689,081,789

HEALTH - 14.9%

Drugs & Pharmaceuticals - 13.3%

Abgenix, Inc. (a)

466,671

55,934,894

Alkermes, Inc. (a)

1,152,700

54,320,988

American Home Products Corp.

1,349,200

79,265,500

Bristol-Myers Squibb Co.

5,479,300

319,169,225

Cambridge Antibody Technology Group PLC (a)

598,796

26,887,857

Elan Corp. PLC sponsored ADR (a)

2,800,400

135,644,375

Eli Lilly & Co.

5,317,800

531,115,275

Exelixis, Inc.

534,300

17,832,263

Genentech, Inc.

791,300

136,103,600

Human Genome Sciences, Inc. (a)

525,300

70,061,888

Medarex, Inc. (a)

598,600

50,581,700

Merck & Co., Inc.

2,394,800

183,501,550

Millennium Pharmaceuticals, Inc. (a)

913,240

102,168,725

Pfizer, Inc.

15,050,025

722,401,200

Protein Design Labs, Inc. (a)

140,600

23,192,409

Schering-Plough Corp.

3,671,970

185,434,485

2,693,615,934

Medical Equipment & Supplies - 1.2%

Cardinal Health, Inc.

1,739,400

128,715,600

Johnson & Johnson

697,400

71,047,625

Medtronic, Inc.

858,600

42,769,013

242,532,238

Medical Facilities Management - 0.4%

HCA - The Healthcare Co.

1,859,800

56,491,425

HEALTHSOUTH Corp. (a)

2,273,300

16,339,344

72,830,769

TOTAL HEALTH

3,008,978,941

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%

Electrical Equipment - 2.9%

Capstone Turbine Corp.

11,400

$ 513,713

General Electric Co.

11,108,200

588,734,600

589,248,313

Industrial Machinery & Equipment - 0.1%

ASM Lithography Holding NV (a)

255,000

11,251,875

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

600,500,188

MEDIA & LEISURE - 6.9%

Broadcasting - 4.2%

AT&T Corp. - Liberty Media Group Class A (a)

2,554,380

61,943,715

Clear Channel Communications, Inc. (a)

1,191,300

89,347,500

Comcast Corp. Class A (special) (a)

2,027,300

82,105,650

Cox Communications, Inc. Class A (a)

1,380,400

62,894,475

EchoStar Communications Corp.
Class A (a)

1,538,800

50,948,706

Mediacom Communications Corp.
Class A

1,151,200

17,699,700

MediaOne Group, Inc. (a)

2,421,600

160,585,377

NTL, Inc. (a)

647,594

38,774,691

Time Warner, Inc.

2,574,468

195,659,568

UnitedGlobalCom, Inc. Class A (a)

928,200

43,393,350

USA Networks, Inc. (a)

2,526,700

54,639,888

857,992,620

Entertainment - 0.9%

Viacom, Inc. Class B (non-vtg.) (a)

1,750,025

119,329,830

Walt Disney Co.

1,500,600

58,242,038

177,571,868

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

1,293,100

49,784,350

Restaurants - 1.6%

Brinker International, Inc. (a)

1,974,900

57,765,825

Darden Restaurants, Inc.

2,937,700

47,737,625

McDonald's Corp.

3,556,900

117,155,394

Outback Steakhouse, Inc. (a)

2,031,250

59,414,063

Tricon Global Restaurants, Inc. (a)

834,760

23,581,970

Wendy's International, Inc.

838,100

14,928,656

320,583,533

TOTAL MEDIA & LEISURE

1,405,932,371

NONDURABLES - 4.0%

Beverages - 1.4%

Coca-Cola Enterprises, Inc.

2,170,300

35,403,019

Pepsi Bottling Group, Inc.

2,176,500

63,526,594

The Coca-Cola Co.

3,240,600

186,131,963

285,061,576

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - 0.4%

American Italian Pasta Co. Class A (a)

642,000

$ 13,281,375

Keebler Foods Co.

1,651,762

61,321,664

74,603,039

Household Products - 1.0%

Clorox Co.

1,788,200

80,133,713

Colgate-Palmolive Co.

578,800

34,655,650

Procter & Gamble Co.

1,701,360

97,402,860

212,192,223

Tobacco - 1.2%

Philip Morris Companies, Inc.

9,198,800

244,343,125

TOTAL NONDURABLES

816,199,963

PRECIOUS METALS - 0.4%

Barrick Gold Corp.

1,434,000

25,909,828

Homestake Mining Co.

2,249,300

15,463,938

Newmont Mining Corp.

1,472,000

31,832,000

Placer Dome, Inc.

1,426,100

13,389,254

TOTAL PRECIOUS METALS

86,595,020

RETAIL & WHOLESALE - 4.2%

Drug Stores - 0.4%

Walgreen Co.

2,329,560

74,982,713

General Merchandise Stores - 1.4%

Kohls Corp. (a)

1,211,100

67,367,438

Wal-Mart Stores, Inc.

3,864,300

222,680,288

290,047,726

Grocery Stores - 0.4%

Safeway, Inc. (a)

1,715,200

77,398,400

Retail & Wholesale, Miscellaneous - 2.0%

Best Buy Co., Inc. (a)

1,651,000

104,425,750

Home Depot, Inc.

4,848,350

242,114,478

Tiffany & Co., Inc.

876,700

59,177,250

405,717,478

TOTAL RETAIL & WHOLESALE

848,146,317

SERVICES - 0.3%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

527,000

38,899,188

Services - 0.1%

Media Metrix, Inc. (a)

453,100

11,525,731

Register.com, Inc.

257,300

7,863,731

19,389,462

TOTAL SERVICES

58,288,650

Shares

Value (Note 1)

TECHNOLOGY - 42.6%

Communications Equipment - 11.0%

ADC Telecommunications, Inc. (a)

1,574,400

$ 132,052,800

Advanced Fibre
Communications, Inc. (a)

332,100

15,048,281

Aspect Communications Corp. (a)

701,700

27,585,581

Ciena Corp. (a)

674,000

112,347,375

Cisco Systems, Inc. (a)

14,336,200

911,244,690

Comverse Technology, Inc. (a)

742,500

69,052,500

Corning, Inc.

710,900

191,854,138

Ditech Communications Corp.

490,700

46,401,819

Lucent Technologies, Inc.

5,005,635

296,583,874

Nokia AB sponsored ADR

2,526,800

126,182,075

Nortel Networks Corp.

3,470,160

240,719,643

Telefonaktiebolaget LM Ericsson sponsored ADR

3,149,200

62,984,000

2,232,056,776

Computer Services & Software - 7.3%

Adobe Systems, Inc.

571,400

74,282,000

Affymetrix, Inc. (a)

324,900

53,649,113

Art Technology Group, Inc.

742,100

74,905,719

Automatic Data Processing, Inc.

1,415,500

75,817,719

BEA Systems, Inc. (a)

1,548,050

76,531,722

BroadVision, Inc. (a)

1,454,300

73,896,619

Citrix Systems, Inc. (a)

32,100

607,894

Data Return Corp.

130,300

3,778,700

Digex, Inc. Class A (c)

1,235,800

83,957,163

Electronic Arts, Inc. (a)

984,000

71,770,500

Healtheon/WebMD (a)

1,039,500

15,397,594

Inktomi Corp. (a)

295,000

34,883,750

Intertrust Technologies Corp.

874,400

17,979,850

Intuit, Inc. (a)

2,675,600

110,702,950

Microsoft Corp. (a)

2,735,523

218,841,840

Nuance Communications, Inc.

219,500

18,287,094

Oracle Corp. (a)

2,368,100

199,068,406

PeopleSoft, Inc. (a)

846,600

14,180,550

Razorfish, Inc. Class A (a)

524,200

8,419,963

Software.com, Inc.

256,900

33,364,888

Trans Cosmos, Inc.

153,800

23,094,662

Travelocity.com, Inc. (a)

466,200

7,634,025

Usinternetworking, Inc. (a)

573,800

11,727,038

VeriSign, Inc. (a)

485,907

85,762,586

VERITAS Software Corp. (a)

558,675

63,139,004

Viant Corp.

179,300

5,311,763

Vignette Corp. (a)

461,800

24,020,816

1,481,013,928

Computers & Office Equipment - 10.6%

Brocade Communications
Systems, Inc. (a)

427,500

78,439,570

CDW Computer Centers, Inc. (a)

1,554,400

97,150,000

Compaq Computer Corp.

2,698,000

68,967,625

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Dell Computer Corp. (a)

6,459,900

$ 318,553,819

EMC Corp. (a)

5,129,740

394,669,371

Gateway, Inc. (a)

1,011,000

57,374,250

Hewlett-Packard Co.

1,720,400

214,834,950

International Business Machines Corp.

2,986,500

327,208,406

Lexmark International Group, Inc.
Class A (a)

742,800

49,953,300

MRV Communications, Inc. (a)

1,744,800

117,337,800

SCI Systems, Inc. (a)

1,534,500

60,133,219

Softbank Corp.

429,900

58,390,495

Sun Microsystems, Inc. (a)

3,416,100

310,651,594

2,153,664,399

Electronic Instruments - 1.1%

Agilent Technologies, Inc.

1,702,760

125,578,550

Applied Materials, Inc. (a)

736,300

66,727,188

Varian, Inc. (a)

347,700

16,037,663

208,343,401

Electronics - 12.6%

Advanced Micro Devices, Inc. (a)

565,000

43,646,250

Bookham Technology PLC sponsored ADR

577,500

34,216,875

Broadcom Corp. Class A (a)

396,000

86,699,250

Chartered Semiconductor
Manufacturing Ltd. ADR

888,500

79,965,000

Intel Corp.

6,712,700

897,404,081

JDS Uniphase Corp. (a)

1,341,200

160,776,350

Kyocera Corp.

351,500

60,392,096

LSI Logic Corp. (a)

1,405,900

76,094,338

Marvell Technology Group Ltd. (a)

7,800

444,600

Micron Technology, Inc. (a)

1,485,400

130,808,038

Mitsubishi Electric Corp.

9,445,000

102,271,840

Motorola, Inc.

3,130,200

90,971,438

PMC-Sierra, Inc. (a)

291,000

51,707,063

Samsung Electronics Co. Ltd.

170,080

56,285,311

Sanmina Corp. (a)

1,014,700

86,756,850

SDL, Inc. (a)

248,800

70,954,650

Stratos Lightwave, Inc. (a)

8,100

225,788

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)

1,796,354

69,608,718

Shares

Value (Note 1)

Texas Instruments, Inc.

5,659,200

$ 388,716,300

Xilinx, Inc. (a)

857,800

70,822,113

2,558,766,949

TOTAL TECHNOLOGY

8,633,845,453

TRANSPORTATION - 0.7%

Air Transportation - 0.2%

Southwest Airlines Co.

2,211,100

41,872,706

Railroads - 0.5%

Burlington Northern Santa Fe Corp.

1,209,300

27,738,319

Canadian National Railway Co.

1,458,980

42,473,514

Union Pacific Corp.

684,000

25,436,250

95,648,083

TOTAL TRANSPORTATION

137,520,789

UTILITIES - 6.5%

Cellular - 3.7%

AT&T Corp. - Wireless Group

1,172,100

32,672,288

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

723,050

128,567,328

China Unicom Ltd. sponsored ADR

2,673,200

56,805,500

Nextel Communications, Inc. Class A (a)

1,992,200

121,897,738

Sprint Corp. - PCS Group Series 1 (a)

1,787,180

106,337,210

Vodafone AirTouch PLC

32,309,376

133,881,853

Vodafone AirTouch PLC sponsored ADR

1,652,650

68,481,684

VoiceStream Wireless Corp. (a)

874,073

101,651,958

750,295,559

Electric Utility - 0.8%

AES Corp. (a)

2,006,000

91,523,750

Calpine Corp. (a)

1,211,900

79,682,425

171,206,175

Telephone Services - 2.0%

DDI Corp.

6,392

61,496,324

iBasis, Inc.

468,100

20,157,556

McLeodUSA, Inc. Class A (a)

3,343,800

69,174,863

Metromedia Fiber Network, Inc.
Class A (a)

2,442,800

96,948,625

NEXTLINK Communications, Inc. Class A

1,691,593

64,174,809

Sprint Corp. - FON Group

756,000

38,556,000

TeraBeam Networks (d)

60,800

228,000

Time Warner Telecom, Inc. Class A

784,500

50,502,188

401,238,365

TOTAL UTILITIES

1,322,740,099

TOTAL COMMON STOCKS

(Cost $14,218,076,542)

19,952,072,280

Cash Equivalents - 3.7%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

296,344,139

$ 296,344,139

Taxable Central Cash Fund, 6.59% (b)

454,771,936

454,771,936

TOTAL CASH EQUIVALENTS

(Cost $751,116,075)

751,116,075

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $14,969,192,617)

20,703,188,355

NET OTHER ASSETS - (2.1)%

(422,988,881)

NET ASSETS - 100%

$ 20,280,199,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA
sponsored
ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

-

-

83,957,163

TOTALS

$ 313,744

$ -

$ -

$ 83,957,163

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $10,740,018,866 and $9,565,681,575, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $332,074 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $228,000 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $302,340,051. The fund received cash collateral of $296,344,139 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

88.6%

Japan

3.2

Canada

1.7

United Kingdom

1.3

Others (individually less than 1%)

5.2

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $15,074,908,308. Net unrealized appreciation aggregated $5,628,280,047, of which $6,454,968,371 related to appreciated investment securities and $826,688,324 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $14,969,192,617) -
See accompanying schedule

$ 20,703,188,355

Receivable for investments sold

154,406,528

Receivable for fund shares sold

13,515,281

Dividends receivable

13,538,228

Interest receivable

1,031,263

Other receivables

825,472

Total assets

20,886,505,127

Liabilities

Payable for investments purchased

$ 288,895,972

Payable for fund shares redeemed

10,484,314

Accrued management fee

9,499,178

Distribution fees payable

135,980

Other payables and
accrued expenses

946,070

Collateral on securities loaned,
at value

296,344,139

Total liabilities

606,305,653

Net Assets

$ 20,280,199,474

Net Assets consist of:

Paid in capital

$ 13,338,505,241

Distributions in excess of
net investment income

(3,734,826)

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

1,211,401,186

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

5,734,027,873

Net Assets

$ 20,280,199,474

Initial Class:
Net Asset Value, offering
price and redemption price
per share ($18,566,075,419
÷ 360,203,600 shares)

$51.54

Service Class:
Net Asset Value, offering
price and redemption price
per share ($1,704,493,641
÷
33,165,225 shares)

$51.39

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($9,630,414
÷ 187,554 shares)

$51.35

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 52,399,181

Interest

4,779,796

Security lending

1,284,282

Total income

58,463,259

Expenses

Management fee

$ 54,947,825

Transfer agent fees

6,350,319

Distribution fees

652,691

Accounting and security lending fees

641,945

Non-interested trustees' compensation

68,264

Custodian fees and expenses

339,442

Registration fees

89,572

Audit

46,992

Legal

69,742

Interest

6,948

Miscellaneous

83,780

Total expenses before reductions

63,297,520

Expense reductions

(1,596,136)

61,701,384

Net investment income (loss)

(3,238,125)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,263,186,366

Foreign currency transactions

270,216

1,263,456,582

Change in net unrealized appreciation (depreciation) on:

Investment securities

(303,021,726)

Assets and liabilities in
foreign currencies

10,711

(303,011,015)

Net gain (loss)

960,445,567

Net increase (decrease) in net assets resulting from operations

$ 957,207,442

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,592,303

Custodian credits

3,833

$ 1,596,136

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ (3,238,125)

$ 19,639,750

Net realized gain (loss)

1,263,456,582

2,028,922,212

Change in net unrealized appreciation (depreciation)

(303,011,015)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

957,207,442

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,294,652,295

3,313,015,561

Total increase (decrease) in net assets

2,221,458,180

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including under (over) distribution of net investment income of $(3,734,826)
and $18,773,383, respectively)

$ 20,280,199,474

$ 18,058,741,294

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

36,209,385

$ 1,867,900,668

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(26,208,895)

(1,332,024,693)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

48,129,337

$ 2,448,037,665

61,503,036

$ 2,681,313,471

Service Class
Sold

14,784,762

$ 754,915,605

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(703,110)

(35,750,550)

(792,556)

(36,145,144)

Net increase (decrease)

16,445,278

$ 837,393,649

13,682,492

$ 631,702,090

Service Class 2 A
Sold

191,871

$ 9,432,086

-

$ -

Reinvested

225

11,274

-

-

Redeemed

(4,542)

(222,379)

-

-

Net increase (decrease)

187,554

$ 9,220,981

-

$ -

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

$ 21.69

Income from Investment Operations

Net investment income (loss)

(.01) D

.07 D

.08 D

.20 D

.22

.08

Net realized and unrealized gain (loss)

2.65

15.10

12.85

6.91

3.82

7.55

Total from investment operations

2.64

15.17

12.93

7.11

4.04

7.63

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

(.12)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

-

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

(.12)

Net asset value, end of period

$ 51.54

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Total Return B, C

5.11%

37.44%

39.49%

23.48%

14.71%

35.36%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,566,075

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

$ 4,162,702

Ratio of expenses to average net assets

.65% A

.66%

.68%

.69%

.69%

.70%

Ratio of expenses to average net assets after
expense reductions

.64% A, F

.65% F

.66% F

.67% F

.67% F

.70%

Ratio of net investment income (loss) to average net assets

(.03)% A

.14%

.21%

.58%

.81%

.37%

Portfolio turnover

101% A

84%

123%

113%

81%

108%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

(.03)

.02

.06

.03

Net realized and unrealized gain (loss)

2.64

15.07

12.83

.14

Total from investment operations

2.61

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 51.39

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

5.06%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,704,494

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76% A

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% A, F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.13)% A

.04%

.15%

.70% A

Portfolio turnover

101% A

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.07)

Net realized and unrealized gain (loss)

4.04

Total from investment operations

3.97

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 51.35

Total Return B, C

7.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,630

Ratio of expenses to average net assets

.94% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.31)% A

Portfolio turnover

101% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class

10.11%

21.77%

24.58%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $33,441 - a 234.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.3

Viacom, Inc. Class B (non-vtg.)

4.1

McDonald's Corp.

2.9

BP Amoco PLC sponsored ADR

1.9

Exxon Mobil Corp.

1.8

15.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.9

Media & Leisure

13.0

Finance

12.0

Utilities

9.6

Energy

7.1

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.5%

Bonds 2.3%

Short-Term Investments
and Net Other Assets 7.2%



* Foreign investments 15.5%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund

Q. How did the fund perform, Will?

A. Performance was disappointing. For the six months that ended June 30, 2000, the fund trailed the Standard & Poor's 500 Index, which returned -0.42%. For the 12 months that ended June 30, 2000, the fund's performance topped the S&P 500, which returned 7.25%.

Q. What factors influenced the fund's performance during the six-month period?

A. The biggest drag on performance was the fund's low weighting in health stocks relative to the S&P 500. I kept the fund's exposure to the group at around half that of the index because the growth rates for health stocks were slowing. Health stocks rebounded during the period - returning around 25% - and the fund's low weighting ultimately hurt. Technology stocks, which accounted for approximately one-third of the S&P 500 at the end of the period, also played a key role. At the beginning of the period, I was concerned about high valuations and excessive speculation throughout the sector. As a result, I kept the fund underweighted relative to the index, and my decision to do so worked out well as technology stock prices corrected during April and May.

Q. What was your strategy in terms of the fund's technology investments?

A. I firmly believe that the Internet will be a major growth engine of the world economy for years to come. Dot-com stocks had been a major driver behind the market since mid-1998, but many of them were selling at valuations that drastically exceeded their potential earnings growth rates. When Internet stocks declined, the whole sector followed suit. At that time, I upgraded the fund's technology holdings by adding to its positions in leading technology names such as Cisco Systems and Nortel Networks, as well as emerging-but-profitable leaders such as Brocade Communications and Broadcom. These companies were well-positioned to benefit from the continued buildout of the Internet infrastructure. While the fund's investments in semiconductor names such as Micron Technology and Texas Instruments performed well during the period, a higher weighting in technology overall would have helped performance.

Q. The fund's emphasis on media and leisure stocks helped performance. Can you elaborate?

A. I viewed media stocks as beneficiaries of the Internet tidal wave, because I felt the Internet would serve as a significant outlet for media companies' content. Unlike many of the new dot-com companies, traditional media companies were producing positive earnings and cash flow. By investing in these stocks, the fund participated in the Internet investment theme, but with its risk limited by the real earnings and cash flow from these companies. This strategy proved wise, as the fund's investments in Time Warner and Viacom were particularly lucrative during the period. Consolidation also was prevalent throughout the media group, as America Online announced its intent to aquire Time Warner in January, and the Viacom-CBS merger produced better-than-expected results.

Q. Which stocks were disappointing?

A. McDonald's was a disappointment. I was initially attracted to the stock as a turnaround story, but the company's sales during the period were weaker than I had hoped. Rising interest rates hurt the stock of Home Depot, but the company continued to execute well and remained a core holding. Microsoft performed poorly during the period, as the ongoing federal government antitrust suit against the company and slowing revenue growth hurt its stock.

Q. What's your outlook?

A. The market remains extremely expensive. Price-to-earnings (P/E) ratios - which tell investors how much they're paying for a company's earnings power - have risen dramatically during the period and currently stand at almost twice their 75-year average. Corporate earnings thus far in 2000 have been very good - S&P earnings for the first quarter of 2000 were up 29% - but they may slow considering the six interest-rate hikes we've seen over the past year. Inflation is rising, but it remains under control. Against this uncertain backdrop, I'll try to concentrate on finding high-quality companies that are gaining market share, have sustainable competitive advantages and are in growing markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long term capital appreciation

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$10.2 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.2%

Aerospace & Defense - 0.1%

Boeing Co.

21,980

$ 919,039

Bombardier, Inc. Class B (non-vtg.)

237,100

6,437,974

Northrop Grumman Corp.

18,600

1,232,250

United Technologies Corp.

21,701

1,277,646

9,866,909

Ship Building & Repair - 0.1%

General Dynamics Corp.

186,200

9,728,950

TOTAL AEROSPACE & DEFENSE

19,595,859

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avery Dennison Corp.

332,400

22,312,350

Pharmacia Corp.

373,500

19,305,281

Sealed Air Corp. (a)

41,900

2,194,513

Spartech Corp.

172,600

4,660,200

Valspar Corp.

404,200

13,641,750

62,114,094

Metals & Mining - 0.2%

Alcoa, Inc.

246,200

7,139,800

Broken Hill Proprietary Co. Ltd.

791,982

9,335,716

16,475,516

Paper & Forest Products - 0.0%

Bowater, Inc.

6,500

286,813

TOTAL BASIC INDUSTRIES

78,876,423

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.1%

Fastenal Co.

101,600

5,143,500

Fortune Brands, Inc.

230,500

5,315,906

10,459,406

Construction - 0.1%

Ashtead Group PLC

24,700

35,971

Jacobs Engineering Group, Inc. (a)

290,530

9,496,699

9,532,670

Engineering - 0.0%

360networks, Inc. (sub. vtg.)

220,400

3,379,318

Tetra Tech, Inc. (a)

9,100

208,163

3,587,481

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

984,513

Real Estate Investment Trusts - 0.3%

Equity Office Properties Trust

448,600

12,364,538

Equity Residential Properties Trust (SBI)

115,100

5,294,600

Glenborough Realty Trust, Inc.

213,600

3,724,650

Shares

Value (Note 1)

Pinnacle Holdings, Inc. (a)

93,900

$ 5,070,600

Spieker Properties, Inc.

46,600

2,143,600

28,597,988

TOTAL CONSTRUCTION & REAL ESTATE

53,162,058

DURABLES - 3.4%

Autos, Tires, & Accessories - 2.2%

Danaher Corp.

837,422

41,400,050

Gentex Corp. (a)

172,700

4,339,088

Goodyear Tire & Rubber Co.

22,500

450,000

Lear Corp. (a)

190,800

3,816,000

Midas, Inc.

304,800

6,096,000

Sonic Automotive, Inc. Class A (a)

50,000

534,375

SPX Corp.

1,053,141

127,364,240

Toyota Motor Corp.

305,000

13,895,020

TRW, Inc.

612,500

26,567,188

224,461,961

Consumer Durables - 0.1%

Blyth, Inc.

69,000

2,035,500

Boyds Collection, Ltd. (a)

408,500

3,472,250

5,507,750

Consumer Electronics - 1.1%

General Motors Corp. Class H (a)

232,100

20,366,775

Harman International Industries, Inc.

461,000

28,121,000

Pioneer Corp.

402,000

15,659,876

Sony Corp.

499,700

47,127,958

111,275,609

Home Furnishings - 0.0%

Herman Miller, Inc.

86,900

2,248,538

The Bombay Company, Inc. (a)

429,100

1,260,481

3,509,019

Textiles & Apparel - 0.0%

Delta Woodside Industries

88,700

194,031

Timberland Co. Class A (a)

7,600

538,175

Warnaco Group, Inc. Class A

571,100

4,426,025

5,158,231

TOTAL DURABLES

349,912,570

ENERGY - 7.1%

Energy Services - 0.5%

Baker Hughes, Inc.

432,000

13,824,000

ENSCO International, Inc.

107,100

3,835,519

Global Marine, Inc.

117,300

3,306,394

Hanover Compressor Co. (a)

225,100

8,553,800

Schlumberger Ltd. (NY Shares)

286,600

21,387,525

50,907,238

Oil & Gas - 6.6%

Alberta Energy Co. Ltd.

1,046,700

42,278,055

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Apache Corp.

402,000

$ 23,642,625

BP Amoco PLC sponsored ADR

3,497,532

197,829,154

Canada Occidental Petroleum Ltd.

559,700

15,178,625

Canadian Natural Resources Ltd. (a)

168,930

4,906,444

Chevron Corp.

408,600

34,654,388

Cooper Cameron Corp. (a)

22,900

1,511,400

Devon Energy Corp.

36,640

2,058,710

EOG Resources, Inc.

416,600

13,956,100

Exxon Mobil Corp.

2,329,171

182,839,924

Newfield Exploration Co. (a)

174,100

6,811,663

Royal Dutch Petroleum Co. (NY Shares)

534,900

32,929,781

Santa Fe Snyder Corp. (a)

257,300

2,926,788

Suncor Energy, Inc.

1,445,940

33,401,653

Talisman Energy, Inc. (a)

186,300

6,172,249

Tosco Corp.

651,000

18,431,438

TotalFinaElf SA sponsored ADR

526,823

40,466,592

Vastar Resources, Inc.

261,200

21,451,050

681,446,639

TOTAL ENERGY

732,353,877

FINANCE - 12.0%

Banks - 1.6%

Bank of New York Co., Inc.

476,900

22,175,850

Bank One Corp.

1,587,400

42,165,313

Commerce Bancorp, Inc.

32,000

1,472,000

Fifth Third Bancorp

250,800

15,863,100

Firstar Corp.

806,100

16,978,481

M&T Bank Corp.

33,230

14,953,500

Mellon Financial Corp.

137,700

5,017,444

Northern Trust Corp.

249,000

16,200,563

PNC Financial Services Group, Inc.

74,400

3,487,500

Royal Bank of Scotland Group PLC

704,573

11,821,340

Wells Fargo & Co.

225,400

8,734,250

158,869,341

Credit & Other Finance - 3.0%

American Express Co.

964,700

50,284,988

Associates First Capital Corp. Class A

2,427,604

54,165,914

Citigroup, Inc.

2,820,000

169,905,000

Concord EFS, Inc. (a)

144,500

3,757,000

Household International, Inc.

578,700

24,052,219

MBNA Corp.

93,100

2,525,338

304,690,459

Federal Sponsored Credit - 0.8%

Fannie Mae

1,593,000

83,134,688

Freddie Mac

62,800

2,543,400

85,678,088

Insurance - 4.5%

Ace Ltd.

170,200

4,765,600

AFLAC, Inc.

211,500

9,715,781

Shares

Value (Note 1)

American International Group, Inc.

1,303,156

$ 153,120,830

Berkshire Hathaway, Inc. Class A (a)

1,683

90,545,400

Canada Life Financial Corp.

210,300

4,275,603

CIGNA Corp.

187,870

17,565,845

Everest Re Group Ltd.

80,200

2,636,575

Hartford Financial Services Group, Inc.

361,600

20,227,000

John Hancock Financial Services, Inc.

37,600

890,650

Marsh & McLennan Companies, Inc.

175,275

18,305,283

MetLife, Inc.

3,458,700

72,848,869

Mutual Risk Management Ltd.

24,200

418,963

PartnerRe Ltd.

135,300

4,794,694

PMI Group, Inc.

96,900

4,602,750

RenaissanceRe Holdings Ltd.

128,500

5,597,781

The Chubb Corp.

267,300

16,438,950

The St. Paul Companies, Inc.

151,500

5,169,938

XL Capital Ltd. Class A

442,500

23,950,313

Zenith National Insurance Corp.

127,700

2,713,625

458,584,450

Savings & Loans - 0.5%

Golden West Financial Corp.

1,330,500

54,301,031

TCF Financial Corp.

55,200

1,417,950

55,718,981

Securities Industry - 1.6%

AXA Financial, Inc.

20,600

700,400

Daiwa Securities Group, Inc.

5,186,000

68,481,421

Morgan Stanley Dean Witter & Co.

125,500

10,447,875

Nikko Securities Co. Ltd.

3,741,000

37,050,086

Nomura Securities Co. Ltd.

2,049,000

50,152,379

166,832,161

TOTAL FINANCE

1,230,373,480

HEALTH - 7.0%

Drugs & Pharmaceuticals - 4.9%

Accredo Health, Inc. (a)

6,500

224,656

Allergan, Inc.

68,800

5,125,600

ALZA Corp. (a)

18,700

1,105,638

Amgen, Inc.

73,800

5,184,450

Cephalon, Inc. (a)

41,500

2,484,813

COR Therapeutics, Inc. (a)

18,600

1,586,813

Elan Corp. PLC sponsored ADR (a)

502,000

24,315,625

Eli Lilly & Co.

964,482

96,327,640

Forest Laboratories, Inc. (a)

75,600

7,635,600

Genentech, Inc.

334,460

57,527,120

Gilead Sciences, Inc. (a)

37,200

2,645,850

Immunex Corp. (a)

1,423,770

70,387,629

Medimmune, Inc. (a)

74,700

5,527,800

Pfizer, Inc.

3,194,575

153,339,600

Schering-Plough Corp.

1,426,900

72,058,450

505,477,284

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - 1.5%

Boston Scientific Corp. (a)

132,800

$ 2,913,300

Cardinal Health, Inc.

214,800

15,895,200

DENTSPLY International, Inc.

91,000

2,803,938

Edwards Lifesciences Corp. (a)

4,600

85,100

Guidant Corp. (a)

37,838

1,872,981

Medtronic, Inc.

949,300

47,287,006

Millipore Corp.

130,300

9,821,363

MiniMed, Inc. (a)

98,100

11,575,800

Novoste Corp. (a)

52,800

3,220,800

Novoste Corp. (a)(d)

167,000

10,187,000

ORATEC Interventions, Inc.

67,400

2,249,475

Patterson Dental Co. (a)

470,100

23,975,100

Priority Healthcare Corp. (a)

7,100

527,619

Smith & Nephew PLC

1,658,322

6,138,246

Varian Medical Systems, Inc. (a)

425,500

16,647,688

155,200,616

Medical Facilities Management - 0.6%

Chronimed, Inc.

2,100

15,488

HCA - The Healthcare Co.

233,400

7,089,525

Health Management Associates, Inc. Class A (a)

119,800

1,564,888

Oxford Health Plans, Inc. (a)

205,200

4,886,325

UnitedHealth Group, Inc.

484,900

41,580,175

Universal Health Services, Inc.
Class B (a)

40,700

2,665,850

57,802,251

TOTAL HEALTH

718,480,151

INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%

Electrical Equipment - 1.3%

Alcatel SA sponsored ADR

617,150

41,040,475

Allen Telecom, Inc. (a)

479,500

8,481,156

American Power Conversion Corp. (a)

16,700

681,569

General Electric Co.

381,300

20,208,900

Hutchison Whampoa Ltd.

993,900

12,494,510

Koninklijke Philips Electronics NV
(NY Shares)

414,200

19,674,500

Littelfuse, Inc. (a)

3,700

181,300

Loral Space & Communications Ltd. (a)

846,933

5,875,598

Pinnacle Systems (a)

439,700

9,886,380

Rayovac Corp. (a)

553,950

12,394,631

Roper Industries, Inc.

118,700

3,041,688

133,960,707

Industrial Machinery & Equipment - 0.1%

Exide Corp.

100

800

Mettler-Toledo International, Inc. (a)

153,700

6,148,000

Shares

Value (Note 1)

MSC Industrial Direct, Inc. (a)

57,500

$ 1,203,906

Sandvik AB

56,300

1,184,960

8,537,666

Pollution Control - 0.1%

Waste Management, Inc.

387,600

7,364,400

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

149,862,773

MEDIA & LEISURE - 13.0%

Broadcasting - 3.2%

American Tower Corp. Class A (a)

2,553,250

106,438,609

AT&T Corp. - Liberty Media Group
Class A (a)

1,471,816

35,691,538

Carlton Communications PLC

1,628,640

21,000,498

Clear Channel Communications, Inc. (a)

148,700

11,152,500

Cox Radio, Inc. Class A (a)

191,500

5,362,000

Grupo Televisa SA de CV
sponsored GDR (a)

139,200

9,596,100

Infinity Broadcasting Corp. Class A (a)

2,899,160

105,638,143

Time Warner, Inc.

337,903

25,680,628

Westwood One, Inc.

263,800

9,002,175

329,562,191

Entertainment - 5.4%

Fox Entertainment Group, Inc.
Class A (a)

533,700

16,211,138

MGM Grand, Inc.

317,200

10,190,050

Park Place Entertainment Corp. (a)

922,700

11,245,406

Premier Parks, Inc. (a)

553,900

12,601,225

Viacom, Inc.:

Class A (a)

475,100

32,484,963

Class B (non-vtg.) (a)

6,230,551

424,845,696

Walt Disney Co.

1,303,620

50,596,751

558,175,229

Leisure Durables & Toys - 0.5%

Callaway Golf Co.

622,800

10,159,425

Harley-Davidson, Inc.

794,600

30,592,100

Mattel, Inc.

608,000

8,018,000

48,769,525

Lodging & Gaming - 0.3%

Aztar Corp. (a)

57,500

891,250

Starwood Hotels & Resorts
Worldwide, Inc. unit

911,100

29,667,694

30,558,944

Publishing - 0.5%

Harte Hanks Communications, Inc.

19,500

487,500

McGraw-Hill Companies, Inc.

280,900

15,168,600

PRIMEDIA, Inc. (a)

275,200

6,260,800

Reader's Digest Association, Inc.
Class A (non-vtg.)

653,640

25,982,190

United News & Media PLC

90,900

1,310,005

49,209,095

Restaurants - 3.1%

CEC Entertainment, Inc. (a)

196,000

5,022,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

McDonald's Corp.

9,129,400

$ 300,699,613

Outback Steakhouse, Inc. (a)

45,350

1,326,488

Pizzaexpress PLC

20,902

200,080

PJ America, Inc. (a)(c)

581,700

5,671,575

Ryan's Family Steak Houses, Inc. (a)

188,500

1,590,469

314,510,725

TOTAL MEDIA & LEISURE

1,330,785,709

NONDURABLES - 3.0%

Foods - 1.9%

Booker PLC (a)

2,151,689

4,724,802

Earthgrains Co.

840,100

16,329,444

General Mills, Inc.

264,200

10,105,650

Keebler Foods Co.

859,200

31,897,800

Nestle SA (Reg.)

7,933

15,859,200

PepsiCo, Inc.

548,700

24,382,856

Quaker Oats Co.

846,000

63,555,750

Sysco Corp.

394,400

16,614,100

Wm. Wrigley Jr. Co.

80,700

6,471,131

189,940,733

Household Products - 1.1%

Avon Products, Inc.

1,140,300

50,743,350

Colgate-Palmolive Co.

936,400

56,066,950

Estee Lauder Companies, Inc.

182,400

9,017,400

Yankee Candle Co., Inc.

61,800

1,336,425

117,164,125

TOTAL NONDURABLES

307,104,858

PRECIOUS METALS - 0.9%

Barrick Gold Corp.

2,174,060

39,281,395

Franco Nevada Mining Corp. Ltd.

1,499,464

17,319,037

Gold Fields Ltd.

932,600

3,658,873

Newmont Mining Corp.

773,100

16,718,288

Placer Dome, Inc.

1,698,845

15,949,980

92,927,573

RETAIL & WHOLESALE - 4.6%

Apparel Stores - 0.8%

Charming Shoppes, Inc. (a)

1,479,600

7,536,713

Claire's Stores, Inc.

304,800

5,867,400

Talbots, Inc.

344,700

18,936,956

The Limited, Inc.

783,800

16,949,675

Shares

Value (Note 1)

TJX Companies, Inc.

1,762,400

$ 33,045,000

Venator Group, Inc. (a)

2,300

23,575

82,359,319

Drug Stores - 1.6%

CVS Corp.

3,220,202

128,808,080

Rite Aid Corp.

173,400

1,137,938

Walgreen Co.

1,136,600

36,584,313

166,530,331

General Merchandise Stores - 0.5%

Costco Wholesale Corp. (a)

415,400

13,708,200

Dollar Tree Stores, Inc. (a)

173,450

6,862,116

JCPenney Co., Inc.

651,700

12,015,719

Kohls Corp. (a)

232,500

12,932,813

Michaels Stores, Inc. (a)

74,300

3,403,869

Stein Mart, Inc. (a)

241,400

2,474,350

Tuesday Morning Corp. (a)

250,900

2,634,450

54,031,517

Grocery Stores - 0.2%

Fleming Companies, Inc.

556,356

7,267,400

Iceland Group PLC

470,067

1,987,743

Krispy Kreme Doughnuts, Inc.

6,500

477,750

Safeway PLC

1,616,114

6,300,727

16,033,620

Retail & Wholesale, Miscellaneous - 1.5%

Bed Bath & Beyond, Inc. (a)

856,100

31,033,625

Best Buy Co., Inc. (a)

382,400

24,186,800

Good Guys, Inc. (a)

28,700

104,038

Guitar Center, Inc. (a)

18,200

191,100

Home Depot, Inc.

1,625,290

81,162,919

Staples, Inc. (a)

1,420,350

21,837,881

158,516,363

TOTAL RETAIL & WHOLESALE

477,471,150

SERVICES - 1.0%

Advertising - 0.5%

Getty Images, Inc. (a)

48,200

1,786,413

Interpublic Group of Companies, Inc.

55,700

2,395,100

Omnicom Group, Inc.

194,240

17,299,500

TMP Worldwide, Inc. (a)

8,300

612,644

Young & Rubicam, Inc.

499,300

28,553,719

50,647,376

Educational Services - 0.0%

Apollo Group, Inc. Class A (a)

70,700

1,979,600

Printing - 0.1%

Reynolds & Reynolds Co. Class A

134,000

2,445,500

Valassis Communications, Inc. (a)

32,700

1,246,688

3,692,188

Services - 0.4%

Carlisle Holdings Ltd. (a)

205,500

1,509,141

Gartner Group, Inc. Class B (a)

38,777

382,923

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Learning Tree International, Inc. (a)

2,800

$ 171,500

NOVA Corp. (a)

312,600

8,733,263

Professional Detailing, Inc. (a)

9,500

323,594

Robert Half International, Inc. (a)

130,000

3,705,000

Storagenetworks, Inc.

5,400

487,350

True North Communications

58,100

2,556,400

Viad Corp.

967,812

26,372,877

44,242,048

TOTAL SERVICES

100,561,212

TECHNOLOGY - 23.9%

Communications Equipment - 7.3%

ADC Telecommunications, Inc. (a)

552,700

46,357,713

Advanced Fibre
Communications, Inc. (a)

24,400

1,105,625

Andrew Corp. (a)

111,000

3,725,438

Centillium Communications, Inc. (a)

14,400

993,600

Ciena Corp. (a)

37,800

6,300,788

Cisco Systems, Inc. (a)

6,866,788

436,470,182

Comverse Technology, Inc. (a)

41,600

3,868,800

Corning, Inc.

275,700

74,404,538

Jabil Circuit, Inc. (a)

73,600

3,652,400

NEC Corp.

210,000

6,595,926

Nokia AB sponsored ADR

1,072,400

53,552,975

Nortel Networks Corp.

1,352,190

93,799,333

Plantronics, Inc. (a)

56,600

6,537,300

Tellabs, Inc. (a)

239,500

16,390,781

753,755,399

Computer Services & Software - 5.1%

Adobe Systems, Inc.

1,016,100

132,093,000

Amdocs Ltd. (a)

170,200

13,062,850

Art Technology Group, Inc.

15,700

1,584,719

Automatic Data Processing, Inc.

1,439,900

77,124,644

BEA Systems, Inc. (a)

16,200

800,888

Black Box Corp. (a)

203,600

16,119,394

BroadVision, Inc. (a)

176,500

8,968,406

Ceridian Corp. (a)

101,020

2,430,794

Computer Sciences Corp. (a)

209,200

15,624,625

DST Systems, Inc. (a)

136,700

10,406,288

E.piphany, Inc.

37,200

3,987,375

Electronic Data Systems Corp.

536,100

22,114,125

Exodus Communications, Inc. (a)

107,900

4,970,144

Extensity, Inc.

4,900

167,825

Fiserv, Inc. (a)

101,800

4,402,850

Forsoft Ltd. (a)(c)

831,800

6,446,450

Foundry Networks, Inc.

90,600

9,966,000

Go2Net, Inc. (a)

148,100

7,451,281

Infonet Services Corp. Class B

361,320

4,313,258

Macromedia, Inc. (a)

208,400

20,149,675

Mentor Graphics Corp. (a)

230,400

4,579,200

Micromuse, Inc. (a)

42,000

6,950,344

Shares

Value (Note 1)

Microsoft Corp. (a)

59,070

$ 4,725,600

National Computer Systems, Inc.

130,500

6,427,125

National Instrument Corp. (a)

28,500

1,243,313

Nuance Communications, Inc.

43,200

3,599,100

Oracle Corp. (a)

298,900

25,126,281

Paychex, Inc.

61,500

2,583,000

Polycom, Inc. (a)

127,250

11,973,430

Rational Software Corp. (a)

413,600

38,438,950

SEI Investments Co.

46,600

1,855,263

Siebel Systems, Inc. (a)

74,900

12,250,831

Software.com, Inc.

48,800

6,337,900

The Bisys Group (a)

58,900

3,622,350

Unisys Corp. (a)

1,682,358

24,499,338

VeriSign, Inc. (a)

14,500

2,559,250

Vignette Corp. (a)

16,900

879,064

webMethods, Inc.

13,200

2,074,875

521,909,805

Computers & Office Equipment - 4.2%

Apple Computer, Inc. (a)

199,300

10,438,338

Brocade Communications
Systems, Inc. (a)

520,000

95,411,875

Canon, Inc.

406,000

20,452,251

CDW Computer Centers, Inc. (a)

61,700

3,856,250

Copper Mountain Networks, Inc.

66,100

5,825,063

Dell Computer Corp. (a)

432,100

21,307,931

Diebold, Inc.

346,000

9,644,750

EMC Corp. (a)

249,600

19,203,600

Extreme Networks, Inc. (a)

22,300

2,352,650

Handspring, Inc.

12,700

342,900

Hewlett-Packard Co.

738,050

92,163,994

Insight Enterprises, Inc. (a)

108,800

6,453,200

Juniper Networks, Inc.

77,600

11,295,650

Network Appliance, Inc. (a)

34,500

2,777,250

Oak Technology, Inc. (a)

162,800

3,510,375

Palm, Inc.

318,200

10,619,925

RSA Security, Inc. (a)

82,800

5,733,900

Sun Microsystems, Inc. (a)

851,700

77,451,469

Symbol Technologies, Inc.

510,860

27,586,440

426,427,811

Electronic Instruments - 1.9%

Agilent Technologies, Inc.

1,010,574

74,529,833

LAM Research Corp. (a)

200

7,500

Lernout & Hauspie Speech
Products NV (a)

129,600

5,710,500

Novellus Systems, Inc. (a)

276,300

15,628,219

PerkinElmer, Inc.

48,250

3,190,531

Tektronix, Inc.

82,300

6,090,200

Teradyne, Inc. (a)

143,800

10,569,300

Thermo Electron Corp. (a)

1,149,050

24,201,866

Waters Corp. (a)

480,600

59,984,888

199,912,837

Electronics - 5.4%

Altera Corp. (a)

152,900

15,586,244

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Amphenol Corp. Class A (a)

62,100

$ 4,110,244

Analog Devices, Inc. (a)

224,200

17,039,200

Arrow Electronics, Inc. (a)

52,100

1,615,100

Broadcom Corp. Class A (a)

94,900

20,777,169

Conexant Systems, Inc. (a)

68,500

3,330,813

Fairchild Semiconductor
International, Inc. Class A

62,000

2,511,000

Flextronics International Ltd. (a)

178,000

12,226,375

Infineon Technologies AG
sponsored ADR (a)

561,500

44,498,875

Intel Corp.

24,580

3,286,039

Intersil Holding Corp. Class A

134,400

7,266,000

JDS Uniphase Corp. (a)

50,900

6,101,638

Kyocera Corp.

232,600

39,963,589

Linear Technology Corp.

347,900

22,243,856

LSI Logic Corp. (a)

152,400

8,248,650

Merix Corp. (a)

20,700

972,900

Micron Technology, Inc. (a)

1,457,600

128,359,900

Molex, Inc. Class A

143,200

5,012,000

National Semiconductor Corp. (a)

46,700

2,650,225

NVIDIA Corp. (a)

277,600

17,644,950

Power-One, Inc. (a)

45,500

5,184,156

Sanmina Corp. (a)

130,600

11,166,300

STMicroelectronics NV (NY Shares)

234,600

15,058,388

TDK Corp.

67,000

9,631,013

Texas Instruments, Inc.

1,479,200

101,602,550

Vitesse Semiconductor Corp. (a)

280,800

20,656,350

Xilinx, Inc. (a)

213,500

17,627,094

Zoran Corp. (a)

162,400

10,708,250

555,078,868

TOTAL TECHNOLOGY

2,457,084,720

TRANSPORTATION - 1.5%

Air Transportation - 0.5%

Continental Airlines, Inc. Class B (a)

385,900

18,137,300

Ryanair Holdings PLC sponsored ADR (a)

341,700

12,472,050

Southwest Airlines Co.

1,265,387

23,963,266

54,572,616

Railroads - 0.1%

Canadian Pacific Ltd.

245,200

6,359,797

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

418,700

20,725,650

Expeditors International of
Washington, Inc.

229,400

10,896,500

Forward Air Corp. (a)

17,200

688,000

Ocean Group PLC(OLD)

1,781,680

29,460,613

Shares

Value (Note 1)

Swift Transportation Co., Inc. (a)

1,093,300

$ 15,306,200

United Parcel Service, Inc. Class B

281,700

16,620,300

93,697,263

TOTAL TRANSPORTATION

154,629,676

UTILITIES - 9.6%

Cellular - 4.8%

AT&T Corp. - Wireless Group

939,700

26,194,138

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

37,300

6,632,406

Crown Castle International Corp. (a)

494,800

18,060,200

Dobson Communications Corp. Class A

69,600

1,339,800

Nextel Communications, Inc. Class A (a)

1,869,900

114,414,506

NTT DoCoMo, Inc.

1,141

30,887,287

Sprint Corp. - PCS Group Series 1 (a)

2,093,000

124,533,500

Triton PCS Holdings, Inc. Class A

439,730

25,394,408

Vodafone AirTouch PLC sponsored ADR

3,203,400

132,740,888

VoiceStream Wireless Corp. (a)

46,750

5,436,879

485,634,012

Electric Utility - 0.7%

AES Corp. (a)

1,018,900

46,487,313

Calpine Corp. (a)

130,700

8,593,525

DPL, Inc.

68,800

1,509,300

Duke Energy Corp.

128,400

7,238,550

Northern States Power Co.

313,400

6,326,763

NRG Energy, Inc.

248,100

4,527,825

74,683,276

Gas - 0.5%

Dynegy, Inc. Class A

700,656

47,863,563

Enron Corp.

61,300

3,953,850

51,817,413

Telephone Services - 3.6%

Allegiance Telecom, Inc. (a)

231,280

14,801,920

BellSouth Corp.

1,588,200

67,697,025

Cable & Wireless PLC sponsored ADR

734,900

36,790,931

DDI Corp.

2,103

20,232,598

Energis PLC (a)

219,335

8,245,079

McLeodUSA, Inc. Class A (a)

2,005,074

41,479,968

Metromedia Fiber Network, Inc.
Class A (a)

56,300

2,234,406

NEXTLINK Communications, Inc. Class A

492,400

18,680,425

Nippon Telegraph & Telephone Corp.

3,410

45,350,879

Qwest Communications
International, Inc. (a)

889,944

44,219,093

SBC Communications, Inc.

69,106

2,988,835

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

Time Warner Telecom, Inc. Class A

80,203

$ 5,163,068

U.S. WEST, Inc.

730,400

62,631,800

370,516,027

TOTAL UTILITIES

982,650,728

TOTAL COMMON STOCKS

(Cost $7,454,454,140)

9,235,832,817

U.S. Treasury Obligations - 2.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.6% to 5.62% 8/17/00 (e)

-

$ 2,000,000

1,985,950

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

20,636,775

6.125% 11/15/27

Aaa

63,000,000

62,862,030

6.375% 8/15/27

Aaa

66,000,000

67,969,440

6.5% 11/15/26

Aaa

20,000,000

20,890,600

6.75% 8/15/26

Aaa

9,900,000

10,653,291

6.875% 8/15/25

Aaa

36,500,000

39,779,160

7.625% 2/15/25

Aaa

9,500,000

11,233,750

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $235,882,664)

236,010,996

Cash Equivalents - 7.4%

Shares

Central Cash Collateral Fund, 6.71% (b)

125,228,100

125,228,100

Taxable Central Cash Fund, 6.59% (b)

628,988,088

628,988,088

TOTAL CASH EQUIVALENTS

(Cost $754,216,188)

754,216,188

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $8,444,552,992)

10,226,060,001

NET OTHER ASSETS - 0.3%

32,329,993

NET ASSETS - 100%

$ 10,258,389,994

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

150 S&P 500 Stock Index Contracts

Sept. 2000

$ 55,053,750

$ (206,670)

The face value of futures purchased as a percentage of net assets - 0.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ -

$ -

$ 6,446,450

PJ America, Inc.

-

-

-

5,671,575

TOTALS

$ -

$ -

$ -

$ 12,118,025

(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $10,187,000 or 0.1%
of net assets.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,985,950.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $8,415,238,617 and $8,270,968,679, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $740,575,595 and $702,738,997, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $336,878 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $122,412,563. The fund received cash collateral of $125,228,100 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

84.5%

United Kingdom

4.6

Japan

3.9

Canada

2.9

Others (individually less than 1%)

4.1

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income
tax purposes was $8,536,447,288. Net unrealized appreciation
aggregated $1,689,612,713, of which $2,107,965,785 related to appreciated investment securities and $418,353,072 related to
depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $8,444,552,992) -
See accompanying schedule

$ 10,226,060,001

Foreign currency held at value (cost $3,198,136)

3,200,762

Receivable for investments sold

227,343,121

Receivable for fund shares sold

5,795,420

Dividends receivable

6,174,594

Interest receivable

8,752,007

Receivable for daily variation on futures contracts

394,650

Other receivables

1,705,788

Total assets

10,479,426,343

Liabilities

Payable for investments purchased

$ 88,850,142

Payable for fund shares redeemed

1,847,512

Accrued management fee

4,877,662

Distribution fees payable

94,923

Other payables and
accrued expenses

138,010

Collateral on securities loaned,
at value

125,228,100

Total liabilities

221,036,349

Net Assets

$ 10,258,389,994

Net Assets consist of:

Paid in capital

$ 8,001,539,614

Undistributed net
investment income

28,658,206

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

446,882,094

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,781,310,080

Net Assets

$ 10,258,389,994

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,119,275,383
÷
363,406,993 shares)

$25.09

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,110,439,215
÷
44,361,957 shares)

$25.03

Service Class 2:
Net Asset Value, offering
price and redemption price
per share ($28,675,396
÷
1,146,087 shares)

$25.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 27,621,948

Interest

31,147,532

Security lending

1,347,457

Total income

60,116,937

Expenses

Management fee

$ 28,674,384

Transfer agent fees

3,272,693

Distribution fees

484,572

Accounting and security lending fees

450,247

Non-interested trustees' compensation

15,815

Custodian fees and expenses

315,685

Registration fees

43,475

Audit

31,520

Legal

36,304

Miscellaneous

70,060

Total expenses before reductions

33,394,755

Expense reductions

(1,509,996)

31,884,759

Net investment income

28,232,178

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

529,036,819

Foreign currency transactions

41,699

Futures contracts

(2,603,401)

526,475,117

Change in net unrealized appreciation (depreciation) on:

Investment securities

(684,382,795)

Assets and liabilities in
foreign currencies

11,087

Futures contracts

(216,147)

(684,587,855)

Net gain (loss)

(158,112,738)

Net increase (decrease) in net assets resulting from operations

$ (129,880,560)

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,501,131

Custodian credits

8,865

$ 1,509,996

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 28,232,178

$ 37,064,074

Net realized gain (loss)

526,475,117

1,238,554,251

Change in net unrealized appreciation (depreciation)

(684,587,855)

533,893,873

Net increase (decrease) in net assets resulting from operations

(129,880,560)

1,809,512,198

Distributions to shareholders
From net investment income

(34,082,876)

(32,779,255)

From net realized gain

(1,237,208,385)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

1,879,217,135

1,702,847,259

Total increase (decrease) in net assets

478,045,314

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $28,658,206 and $34,775,260, respectively)

$ 10,258,389,994

$ 9,780,344,680

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

31,827,829

$ 821,871,536

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(22,956,691)

(590,350,809)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

54,524,472

$ 1,393,398,071

47,451,606

$ 1,182,789,864

Service Class
Sold

14,727,745

$ 380,358,381

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,238

291,308

6,968,091

Redeemed

(1,309,500)

(32,733,410)

(669,866)

(17,161,230)

Net increase (decrease)

17,724,120

$ 456,994,209

20,390,180

$ 520,057,395

Service Class 2 A
Sold

1,156,782

$ 29,090,053

-

$ -

Reinvested

1,759

44,679

-

-

Redeemed

(12,454)

(309,877)

-

-

Net increase (decrease)

1,146,087

$ 28,824,855

-

$ -

Distributions
From net investment income
Initial Class

$ 31,149,527

$ 31,943,084

Service Class

2,932,151

836,171

Service Class 2 A

1,198

-

Total

$ 34,082,876

$ 32,779,255

From net realized gain
Initial Class

$ 1,130,727,819

$ 234,249,282

Service Class

106,437,085

6,131,920

Service Class 2 A

43,481

-

Total

$ 1,237,208,385

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

$ 10.00

Income from Investment Operations

Net investment income

.07 C

.12 C

.13 C

.16 C

.14

.06

Net realized and unrealized gain (loss)

(.40)

5.59

5.54

3.73

2.76

3.91

Total from investment operations

(.33)

5.71

5.67

3.89

2.90

3.97

Less Distributions

From net investment income

(.10)

(.12)

(.14)

(.14)

-

(.06)

From net realized gain

(3.63)

(.88)

(1.03)

(.37)

(.13)

(.12)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

(.18)

Net asset value, end of period

$ 25.09

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Total Return B, G

(1.31)%

24.25%

29.98%

24.14%

21.22%

39.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,119,275

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

$ 877,000

Ratio of expenses to average net assets

.66% A

.67%

.70%

.71%

.74%

.72%

Ratio of expenses to average net assets after
expense reductions

.63% A, F

.65% F

.66% F

.68% F

.71% F

.72%

Ratio of net investment income to average net assets

.58% A

.48%

.62%

.90%

1.33%

1.07%

Portfolio turnover

178% A

172%

201%

142%

178%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 D

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income C

.06

.10

.11

.03

Net realized and unrealized gain (loss)

(.40)

5.58

5.55

(.09)

Total from investment operations

(.34)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.10)

(.12)

(.14)

-

From net realized gain

(3.63)

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 25.03

$ 29.10

$ 24.42

$ 19.93

Total Return B, G

(1.36)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,110,439

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76% A

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.73% A, F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.47% A

.37%

.53%

1.14% A

Portfolio turnover

178% A

172%

201%

142%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

E For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income C

.04

Net realized and unrealized gain (loss)

.51 G

Total from investment operations

.55

Less Distributions

From net investment income

(.10)

From net realized gain

(3.63)

Total distributions

(3.73)

Net asset value, end of period

$ 25.02

Total Return B, F

1.75%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,675

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.88% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover

178% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating
market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class

-5.74%

16.63%

18.53%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,441 - a 154.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunitites Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bettina Doulton became Portfolio Manager of Growth Opportunities Portfolio on February 1, 2000.

Q. How did the fund perform, Bettina?

A. For the six-month period ending June 30, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -0.42%. For the 12-month period that ended June 30, 2000, the fund also trailed the S&P 500, which returned 7.25%.

Q. Why did the fund underperform its benchmark?

A. Early in the period, the fund was considerably underweighted in technology and telecommunications - the sectors that drove equity markets to record heights. Our lack of exposure here was a big detractor from performance. After taking over the fund in February, I repositioned it to be more in line with expectations - with more of a growth emphasis than a value proposition - and increased the tech position to approximately 43% of net assets at the end of the period, compared to just over 16% six months ago.

Q. Was that strategy successful?

A. On a short-term basis, the repositioning seemed poorly timed. Fund performance was negatively affected by the massive rotation away from technology that began in mid-March and lasted through the end of May. Several factors contributed to the tech sell-off: interest-rate hikes, fears of a slowdown in earnings growth, high valuations and illiquidity. Tech stocks did rebound in June, however, and the fund more than doubled the return of the S&P for the month.

Q. What other changes did you make to the fund since taking over?

A. In light of margin pressures and credit concerns in the finance sector, I reduced the sector's aggregate weighting to 11.8% of net assets compared to 20.6% six months ago. I also shifted the sector's asset allocation, reducing the fund's positions in regional banks, mortgage insurance companies and GSEs - government-sponsored enterprises such as Fannie Mae and Freddie Mac - while adding more capital markets exposure, which was a plus. Two other moves also helped. I reduced the fund's consumer nondurables holdings, largely due to the elimination of the Philip Morris position. I was less enamored with the company's fundamental prospects than my predecessor. I also eliminated the fund's bond position, as I expect to focus largely on equity investments.

Q. Which stocks were among the best absolute contributors?

A. Despite the technology sector's spring decline, six of the fund's 10 best-performing stocks came from that area. Most are very familiar names: Micron Technology, Intel, Oracle, Adobe Systems, Analog Devices and Nortel. All benefited from the growth prospects surrounding the rapid acceleration and penetration of Internet- and wireless-related communications. General Electric, the fund's largest holding at the end of the period, also was a strong contributor. GE experienced an acceleration in revenue and profit growth due to market share gains, acquisitions and strong global economies. Eli Lilly was another winner, benefiting from investor appreciation of its strong product pipeline and increased confidence in the company's earnings growth potential.

Q. Which stocks did not perform as well as you expected?

A. Although I have reduced these positions dramatically since taking over the fund, Fannie Mae and Freddie Mac significantly detracted from performance during the period. Several factors caused the underperformance of these stocks, including the Federal Reserve Board's recent string of interest-rate hikes and increased political bantering about capital ratios and funding requirements. Two other disappointments were retailers Home Depot and Wal-Mart. Despite continuing to deliver strong results, these stocks came under pressure as investors grew increasingly concerned that results would come under pressure due to slowing consumer spending caused by interest-rate increases.

Q. What is your outlook, Bettina?

A. It comes down to whether the technology sector's recent struggle was a short-term rotation or a permanent change in leadership. I believe it was just a violent short-term rotation similar to what we experienced at this time last year. On a medium-term basis, I expect the companies that are the enablers of our networked, communications economy - those that provide servers, data storage, fiber optics, etc. - are going to lead, because we still appear to be in the early stages of the "e-economy" build out.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$1.5 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Boeing Co.

374,200

$ 15,646,238

Textron, Inc.

30,200

1,640,238

17,286,476

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.3%

Praxair, Inc.

122,000

4,567,375

ENERGY - 6.4%

Energy Services - 1.3%

Baker Hughes, Inc.

36,700

1,174,400

Halliburton Co.

272,200

12,844,438

Schlumberger Ltd. (NY Shares)

92,300

6,887,888

20,906,726

Oil & Gas - 5.1%

BP Amoco PLC sponsored ADR

221,190

12,511,059

Chevron Corp.

27,000

2,289,938

Conoco, Inc. Class B

97,868

2,403,883

Cooper Cameron Corp. (a)

72,300

4,771,800

Exxon Mobil Corp.

417,300

32,758,050

Royal Dutch Petroleum Co. (NY Shares)

178,300

10,976,594

Tosco Corp.

257,300

7,284,806

TotalFinaElf SA:

Class B

6,153

947,562

sponsored ADR

94,405

7,251,484

81,195,176

TOTAL ENERGY

102,101,902

FINANCE - 11.8%

Banks - 1.1%

Bank of America Corp.

65,200

2,803,600

Bank of Tokyo-Mitsubishi Ltd.

255,000

3,081,070

Bank of Tokyo-Mitsubishi Ltd. ADR

44,500

539,563

Chase Manhattan Corp.

232,800

10,723,350

17,147,583

Credit & Other Finance - 2.9%

American Express Co.

499,400

26,031,225

Citigroup, Inc.

340,200

20,497,050

46,528,275

Federal Sponsored Credit - 4.1%

Fannie Mae

712,400

37,178,375

Freddie Mac

688,000

27,864,000

65,042,375

Insurance - 2.2%

Allmerica Financial Corp.

41,500

2,173,563

American International Group, Inc.

184,175

21,640,563

CIGNA Corp.

92,812

8,677,922

Shares

Value (Note 1)

Hartford Financial Services Group, Inc.

13,700

$ 766,344

The Chubb Corp.

37,200

2,287,800

35,546,192

Securities Industry - 1.5%

Daiwa Securities Group, Inc.

72,000

950,764

Morgan Stanley Dean Witter & Co.

155,900

12,978,675

Nomura Securities Co. Ltd.

391,000

9,570,317

23,499,756

TOTAL FINANCE

187,764,181

HEALTH - 10.3%

Drugs & Pharmaceuticals - 9.0%

American Home Products Corp.

82,900

4,870,375

Amgen, Inc.

71,300

5,008,825

Bristol-Myers Squibb Co.

373,600

21,762,200

Eli Lilly & Co.

466,400

46,581,700

Merck & Co., Inc.

149,200

11,432,450

Pfizer, Inc.

449,693

21,585,264

Schering-Plough Corp.

650,600

32,855,300

144,096,114

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

102,200

4,554,288

Johnson & Johnson

148,300

15,108,063

19,662,351

TOTAL HEALTH

163,758,465

INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%

Electrical Equipment - 4.2%

General Electric Co.

1,269,700

67,294,088

Industrial Machinery & Equipment - 1.1%

Deere & Co.

156,600

5,794,200

Ingersoll-Rand Co.

60,400

2,431,100

Tyco International Ltd.

194,200

9,200,225

17,425,525

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

84,719,613

MEDIA & LEISURE - 4.7%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group
Class A (a)

501,244

12,155,167

Charter Communications, Inc.

167,700

2,756,569

Comcast Corp. Class A (special) (a)

77,500

3,138,750

Cox Communications, Inc. Class A (a)

78,213

3,563,580

Infinity Broadcasting Corp. Class A (a)

23,400

852,638

Time Warner, Inc.

89,500

6,802,000

Univision Communications, Inc.
Class A (a)

6,100

631,350

29,900,054

Entertainment - 2.2%

Fox Entertainment Group, Inc. Class A (a)

239,400

7,271,775

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - continued

Viacom, Inc. Class B (non-vtg.) (a)

328,428

$ 22,394,684

Walt Disney Co.

133,500

5,181,469

34,847,928

Publishing - 0.1%

McGraw-Hill Companies, Inc.

35,400

1,911,600

Restaurants - 0.5%

McDonald's Corp.

268,700

8,850,306

TOTAL MEDIA & LEISURE

75,509,888

NONDURABLES - 0.5%

Beverages - 0.1%

The Coca-Cola Co.

27,300

1,568,044

Household Products - 0.4%

Avon Products, Inc.

16,900

752,050

Clorox Co.

41,700

1,868,681

Procter & Gamble Co.

67,320

3,854,070

6,474,801

TOTAL NONDURABLES

8,042,845

RETAIL & WHOLESALE - 4.6%

General Merchandise Stores - 2.5%

Kohls Corp. (a)

56,400

3,137,250

Target Corp.

119,400

6,925,200

Wal-Mart Stores, Inc.

533,700

30,754,463

40,816,913

Retail & Wholesale, Miscellaneous - 2.1%

Home Depot, Inc.

394,000

19,675,375

Lowe's Companies, Inc.

320,900

13,176,956

32,852,331

TOTAL RETAIL & WHOLESALE

73,669,244

SERVICES - 0.0%

Advertising - 0.0%

Interpublic Group of Companies, Inc.

13,800

593,400

Services - 0.0%

Gartner Group, Inc. Class B (a)

106

1,047

TOTAL SERVICES

594,447

TECHNOLOGY - 42.8%

Communications Equipment - 11.1%

Ciena Corp. (a)

61,700

10,284,619

Cisco Systems, Inc. (a)

1,046,300

66,505,444

Corning, Inc.

50,500

13,628,688

Lucent Technologies, Inc.

226,200

13,402,350

Nokia AB sponsored ADR

533,900

26,661,631

Shares

Value (Note 1)

Nortel Networks Corp.

481,200

$ 33,380,101

Telefonaktiebolaget LM Ericsson sponsored ADR

665,500

13,310,000

177,172,833

Computer Services & Software - 9.9%

Adobe Systems, Inc.

134,700

17,511,000

Amazon.com, Inc. (a)

10,200

370,388

America Online, Inc. (a)

266,600

14,063,150

Automatic Data Processing, Inc.

224,300

12,014,069

BEA Systems, Inc. (a)

75,100

3,712,756

BroadVision, Inc. (a)

111,400

5,660,513

Computer Sciences Corp. (a)

9,700

724,469

E.piphany, Inc.

13,000

1,393,438

First Data Corp.

61,700

3,061,863

i2 Technologies, Inc. (a)

25,800

2,690,053

InfoSpace.com, Inc. (a)

47,000

2,596,750

Microsoft Corp. (a)

242,100

19,368,000

Oracle Corp. (a)

456,600

38,382,939

Phone.com, Inc.

24,100

1,569,513

Redback Networks, Inc.

16,100

2,883,913

Siebel Systems, Inc. (a)

93,500

15,293,094

VeriSign, Inc. (a)

82,537

14,567,781

Yahoo!, Inc. (a)

23,000

2,849,125

158,712,814

Computers & Office Equipment - 7.2%

Compaq Computer Corp.

285,500

7,298,094

Dell Computer Corp. (a)

217,200

10,710,675

EMC Corp. (a)

270,500

20,811,594

Hewlett-Packard Co.

76,600

9,565,425

International Business Machines Corp.

34,100

3,736,081

Network Appliance, Inc. (a)

154,700

12,453,350

SCI Systems, Inc. (a)

490,600

19,225,388

Sun Microsystems, Inc. (a)

345,200

31,391,625

115,192,232

Electronic Instruments - 2.8%

Agilent Technologies, Inc.

86,915

6,409,981

Applied Materials, Inc. (a)

178,900

16,212,813

KLA-Tencor Corp. (a)

118,600

6,945,513

LAM Research Corp. (a)

404,000

15,150,000

44,718,307

Electronics - 11.8%

Analog Devices, Inc. (a)

245,100

18,627,600

Broadcom Corp. Class A (a)

7,100

1,554,456

Flextronics International Ltd. (a)

119,171

8,185,558

Intel Corp.

316,500

42,312,094

JDS Uniphase Corp. (a)

116,200

13,929,475

Methode Electronics, Inc. Class A

4,300

166,088

Micron Technology, Inc. (a)

335,200

29,518,550

Molex, Inc. Class A

145,810

5,103,350

Motorola, Inc.

60,000

1,743,750

National Semiconductor Corp. (a)

228,600

12,973,050

Samsung Electronics Co. Ltd.

2,800

926,616

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Sanmina Corp. (a)

59,500

$ 5,087,250

SDL, Inc. (a)

13,700

3,907,069

Texas Instruments, Inc.

541,900

37,221,756

Xilinx, Inc. (a)

83,700

6,910,481

188,167,143

TOTAL TECHNOLOGY

683,963,329

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

Southwest Airlines Co.

31,500

596,531

UTILITIES - 5.8%

Cellular - 4.5%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

34,100

6,063,406

Nextel Communications, Inc. Class A (a)

291,000

17,805,563

Nextel Partners, Inc. Class A

2,500

81,406

QUALCOMM, Inc. (a)

27,800

1,668,000

Sprint Corp. - PCS Group Series 1 (a)

316,800

18,849,600

Vodafone AirTouch PLC

122,991

509,643

Vodafone AirTouch PLC sponsored ADR

378,900

15,700,669

VoiceStream Wireless Corp. (a)

91,800

10,676,053

71,354,340

Electric Utility - 0.3%

AES Corp. (a)

113,000

5,155,625

Telephone Services - 1.0%

Level 3 Communications, Inc. (a)

105,100

9,248,800

NEXTLINK Communications, Inc. Class A

132,800

5,038,100

U.S. WEST, Inc.

16,300

1,397,725

15,684,625

TOTAL UTILITIES

92,194,590

TOTAL COMMON STOCKS

(Cost $1,159,260,000)

1,494,768,886

Cash Equivalents - 6.9%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

1,235,200

$ 1,235,200

Taxable Central Cash Fund, 6.59% (b)

109,058,384

109,058,384

TOTAL CASH EQUIVALENTS

(Cost $110,293,584)

110,293,584

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,269,553,584)

1,605,062,470

NET OTHER ASSETS - (0.5)%

(7,485,639)

NET ASSETS - 100%

$ 1,597,576,831

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,110,429,310 and $1,386,467,463, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $2,939,068 and $2,727,952, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $41,941 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,236,406. The fund received cash collateral of $1,235,200 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

90.0%

Canada

2.1

United Kingdom

1.8

Finland

1.7

Others (individually less than 1%)

4.4

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,270,414,331. Net unrealized appreciation aggregated $334,648,139, of which $383,735,051 related to appreciated investment securities and $49,086,912 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportuntities Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $1,269,553,584) -
See accompanying schedule

$ 1,605,062,470

Foreign currency held at value
(cost $869,073)

869,422

Receivable for investments sold

18,787,103

Receivable for fund shares sold

2,992,234

Dividends receivable

563,371

Interest receivable

475,311

Other receivables

13,116

Total assets

1,628,763,027

Liabilities

Payable to custodian bank

$ 1,150,566

Payable for investments purchased

27,237,658

Payable for fund shares redeemed

663,655

Accrued management fee

760,615

Distribution fees payable

30,888

Other payables and
accrued expenses

107,614

Collateral on securities loaned,
at value

1,235,200

Total liabilities

31,186,196

Net Assets

$ 1,597,576,831

Net Assets consist of:

Paid in capital

$ 1,297,693,607

Undistributed net
investment income

1,554,523

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(37,177,356)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

335,506,057

Net Assets

$ 1,597,576,831

Initial Class:
Net Asset Value, offering price
and redemption price per share ($1,222,937,712
÷
59,348,075 shares)

$20.61

Service Class:
Net Asset Value, offering price
and redemption price per share ($370,163,567
÷
17,987,163 shares)

$20.58

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,475,552
÷ 217,616 shares)

$20.57

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 4,944,088

Interest

2,196,303

Security lending

43,224

Total income

7,183,615

Expenses

Management fee

$ 4,713,628

Transfer agent fees

531,307

Distribution fees

171,473

Accounting and security lending fees

182,021

Non-interested trustees' compensation

2,651

Custodian fees and expenses

44,138

Registration fees

956

Audit

17,449

Legal

7,156

Reports to shareholders

7,396

Miscellaneous

395

Total expenses before reductions

5,678,570

Expense reductions

(279,920)

5,398,650

Net investment income

1,784,965

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(31,567,618)

Foreign currency transactions

(17,618)

Futures contracts

(211,116)

(31,796,352)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(41,408,261)

Assets and liabilities in
foreign currencies

105

(41,408,156)

Net gain (loss)

(73,204,508)

Net increase (decrease) in net assets resulting from operations

$ (71,419,543)

Other Information

Expense reductions
Directed brokerage arrangements

$ 276,910

Custodian credits

3,010

$ 279,920

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 1,784,965

$ 21,853,752

Net realized gain (loss)

(31,796,352)

109,839,194

Change in net unrealized appreciation (depreciation)

(41,408,156)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(71,419,543)

76,769,847

Distributions to shareholders
From net investment income

(21,794,226)

(17,518,652)

From net realized gain

(111,302,559)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(84,271,368)

140,493,459

Total increase (decrease) in net assets

(288,787,696)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $1,554,523 and $21,419,780, respectively)

$ 1,597,576,831

$ 1,886,364,527

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,804,052

$ 162,982,845

14,140,894

$ 318,792,928

Reinvested

5,190,171

107,280,842

2,116,413

45,714,518

Redeemed

(20,232,012)

(422,309,444)

(18,293,067)

(412,962,598)

Net increase (decrease)

(7,237,789)

$ (152,045,757)

(2,035,760)

$ (48,455,152)

Service Class
Sold

3,431,508

$ 71,121,191

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,498

217,292

4,691,331

Redeemed

(1,604,623)

(33,520,138)

(1,230,823)

(27,601,312)

Net increase (decrease)

3,076,691

$ 63,409,551

8,371,609

$ 188,948,611

Service Class 2 A
Sold

234,557

$ 4,716,010

-

$ -

Reinvested

361

7,445

-

-

Redeemed

(17,302)

(358,617)

-

-

Net increase (decrease)

217,616

$ 4,364,838

-

$ -

Distributions
From net investment income
Initial Class

$ 17,669,786

$ 15,930,817

Service Class

4,123,251

1,587,835

Service Class 2 A

1,189

-

Total

$ 21,794,226

$ 17,518,652

From net realized gain
Initial Class

$ 89,611,056

$ 29,783,702

Service Class

21,685,247

3,103,496

Service Class 2 A

6,256

-

Total

$ 111,302,559

$ 32,887,198

$ 133,096,785

$ 50,405,850

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

$ 10.00

Income from Investment Operations

Net investment income

.02 D

.27 D

.26 D

.29 D

.26

.11

Net realized and unrealized gain (loss)

(.86)

.66

4.29

4.18

2.12

3.14

Total from investment operations

(.84)

.93

4.55

4.47

2.38

3.25

Less Distributions

From net investment income

(.28)

(.23)

(.21)

(.25)

-

(.11)

From net realized gain

(1.42)

(.43)

(.73)

(.35)

(.05)

(.07)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

(.18)

Net asset value, end of period

$ 20.61

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Total Return B, C

(3.65)%

4.27%

24.61%

29.95%

18.27%

32.52%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,222,938

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

$ 164,303

Ratio of expenses to average net assets

.67% A

.69%

.71%

.74%

.77%

.85% G

Ratio of expenses to average net assets after
expense reductions

.64% A, H

.68% H

.70% H

.73% H

.76% H

.83% H

Ratio of net investment income to average net assets

.24% A

1.20%

1.27%

1.68%

2.29%

2.49%

Portfolio turnover

138% A

42%

29%

26%

28%

38%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.01

.25

.23

.04

Net realized and unrealized gain (loss)

(.86)

.66

4.30

.73

Total from investment operations

(.85)

.91

4.53

.77

Less Distributions

From net investment income

(.27)

(.22)

(.21)

-

From net realized gain

(1.42)

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 20.58

$ 23.12

$ 22.86

$ 19.27

Total ReturnB, C

(3.70)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 370,164

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.77% A

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.74% A, H

.78% H

.79% H

.83% A, H

Ratio of net investment income to average net assets

.14% A

1.09%

1.16%

1.72% A

Portfolio turnover

138% A

42%

29%

26%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 3, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income (loss) D

(.00)

Net realized and unrealized gain (loss)

(.44)

Total from investment operations

(.44)

Less Distributions

From net investment income

(.27)

From net realized gain

(1.42)

Total distributions

(1.69)

Net asset value, end of period

$ 20.57

Total Return B, C

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,476

Ratio of expenses to average net assets

.96% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.05)% A

Portfolio turnover

138% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned. C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,377,496,384.11

94.671

Against

12,255,144.99

0.842

Abstain

65,286,057.94

4.487

TOTAL

1,455,037,587.04

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 6

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,340,780,422.20

92.147

Against

27,115,319.81

1.864

Abstain

87,141,845.03

5.989

TOTAL

1,455,037,587.04

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,739,032.83

91.526

Against

27,683,762.48

1.903

Abstain

95,614,791.73

6.571

TOTAL

1,455,037,587.04

100.000

* Denotes trust-wide proposals and voting results.

PROPOSAL 10

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,323,899,985.14

90.987

Against

34,015,265.88

2.338

Abstain

97,122,336.02

6.675

TOTAL

1,455,037,587.04

100.000

PROPOSAL 13

Diversification - To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,328,921,810.70

91.332

Against

33,755,864.67

2.320

Abstain

92,359,911.67

6.348

TOTAL

1,455,037,587.04

100.000

PROPOSAL 14

Underwriting - To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,436,859.78

91.505

Against

31,609,505.60

2.173

Abstain

91,991,221.66

6.322

TOTAL

1,455,037,587.04

100.000

PROPOSAL 15

Concentration - To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,327,032,945.65

91.203

Against

34,495,489.11

2.370

Abstain

93,509,152.28

6.427

TOTAL

1,455,037,587.04

100.000

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class

-1.15%

17.79%

S&P 500

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,741 - a 77.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $20,310 - a 103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six- and 12-month periods that ended June 30, 2000, the fund's returns fell short of the -0.42% and 7.25% returns recorded by the Standard & Poor's 500 Index, respectively.

Q. Why did the fund underperform the index during the past six months?

A. At the beginning of the period, one of the primary difficulties was an underweighting in the technology sector. This time period witnessed a speculative bubble in technology shares that finally burst in the spring of 2000, flattening many formerly high-flying technology stocks that had little or no earnings. The fund's emphasis on growth at a reasonable price prevented it from owning many of the best-performing stocks during this period. An overweighting in the finance sector, which faced a stiff headwind in the form of sharply higher interest rates, also undermined performance. Stock selection in the finance sector hurt as well, as a number of the fund's finance holdings detracted significantly from performance.

Q. The Federal Reserve Board raised short-term interest rates three times during the period. Why did you continue to overweight finance stocks, which tend to do poorly when rates rise?

A. Most of the overweighting was accounted for by two mortgage loan providers: Fannie Mae and Freddie Mac. These government-sponsored enterprises (GSEs) tend to be less sensitive to rising interest rates than banks, which I underweighted. Although the share prices of these two holdings did poorly during the period, they did not accurately reflect the earnings outlook, which remained excellent. Unfortunately, the herd instinct took over, and investors appeared to lump Fannie and Freddie with the rate-sensitive segments of the finance sector. Since the spring correction, however, investors have seemed more willing to evaluate stocks on the basis of earnings and other fundamental factors - a potentially positive development for these two stocks.

Q. What stocks did well for the fund?

A. Intel was one of the better performers. The stock firmed because of a shortage of microprocessors and expectations of improving personal computer demand in the second half of 2000. Intel also manufactures memory components for the cellular phone market, which experienced robust growth during the period. Another technology standout, Cisco Systems, has a significant share of the market for the routers used to expand the Internet. Drug giant Eli Lilly also per-
formed well. The company had a very successful test of Zovant, a new drug for treating sepsis, or blood poisoning. In addition, Lilly benefited from greater investor interest in drug stocks, which are thought to offer relatively stable earnings streams in a slowing economy.

Q. What stocks were disappointing?

A. The biggest detractor, Microsoft, received an unfavorable ruling in the federal government's antitrust suit against the company. The ruling may, despite the company's appeals, result in splitting Microsoft into two separate companies. In the consumer nondurables sector, Procter & Gamble fell sharply following a warning from the company that its earnings would fall short of analysts' estimates due, in part, to higher raw materials prices. Freddie Mac and Fannie Mae also made the list of stocks that detracted most from performance. This is a case where I felt that investors missed the boat - for the reasons I gave previously. Because of my strong conviction about these stocks, I used weakness in their prices as an opportunity to add to the fund's positions in them.

Q. What's your outlook, Louis?

A. Higher interest rates have begun to slow the economy, and I believe that more slowing can be expected over the next six to 12 months, as the Federal Reserve Board's series of interest-rate hikes percolates through the economy. While a slowing economy should alleviate concerns about inflation, it might also create a lot more earnings risk. With valuations relatively high, we probably will continue to see stocks punished severely when a company fails to meet earnings estimates. Investing in stocks with attractive growth prospects at reasonable prices is the fund's overall strategy, but finding companies that can deliver stable earnings growth under a variety of economic conditions also will be important in the period just ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; manager, Fidelity Growth & Income II, since 1998; various Fidelity Select Portfolios, 1992-1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co.

181,300

$ 7,580,606

BASIC INDUSTRIES - 0.4%

Packaging & Containers - 0.4%

Ball Corp.

165,401

5,323,845

CONSTRUCTION & REAL ESTATE - 1.2%

Real Estate Investment Trusts - 1.2%

Equity Office Properties Trust

263,600

7,265,475

Equity Residential Properties Trust (SBI)

159,000

7,314,000

14,579,475

DURABLES - 1.8%

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

118,700

9,792,750

Consumer Electronics - 1.0%

General Motors Corp. Class H (a)

139,800

12,267,450

TOTAL DURABLES

22,060,200

ENERGY - 6.1%

Energy Services - 0.8%

Schlumberger Ltd. (NY Shares)

123,700

9,231,113

Oil & Gas - 5.3%

BP Amoco PLC sponsored ADR

232,262

13,137,319

Exxon Mobil Corp.

661,528

51,929,948

65,067,267

TOTAL ENERGY

74,298,380

FINANCE - 18.2%

Banks - 4.2%

Bank of New York Co., Inc.

536,700

24,956,550

Mellon Financial Corp.

316,900

11,547,044

Wachovia Corp.

271,200

14,712,600

51,216,194

Credit & Other Finance - 3.7%

American Express Co.

298,600

15,564,525

Associates First Capital Corp. Class A

1,363,000

30,411,938

45,976,463

Federal Sponsored Credit - 7.3%

Fannie Mae

918,200

47,918,563

Freddie Mac

1,021,132

41,355,846

89,274,409

Insurance - 0.9%

American International Group, Inc.

76,537

8,993,098

PMI Group, Inc.

47,800

2,270,500

11,263,598

Securities Industry - 2.1%

Charles Schwab Corp.

218,150

7,335,294

Shares

Value (Note 1)

Merrill Lynch & Co., Inc.

68,200

$ 7,843,000

Morgan Stanley Dean Witter & Co.

127,200

10,589,400

25,767,694

TOTAL FINANCE

223,498,358

HEALTH - 7.0%

Drugs & Pharmaceuticals - 6.4%

Allergan, Inc.

90,600

6,749,700

Bristol-Myers Squibb Co.

447,100

26,043,575

Eli Lilly & Co.

385,400

38,491,825

Merck & Co., Inc.

91,100

6,980,538

78,265,638

Medical Equipment & Supplies - 0.6%

Baxter International, Inc.

109,500

7,699,219

TOTAL HEALTH

85,964,857

INDUSTRIAL MACHINERY & EQUIPMENT - 4.5%

Electrical Equipment - 2.6%

General Electric Co.

599,700

31,784,100

Industrial Machinery & Equipment - 1.9%

Caterpillar, Inc.

144,700

4,901,713

Ingersoll-Rand Co.

132,400

5,329,100

Tyco International Ltd.

266,720

12,635,860

22,866,673

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

54,650,773

MEDIA & LEISURE - 5.8%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

230,500

9,335,250

EchoStar Communications Corp.
Class A (a)

327,800

10,853,253

Infinity Broadcasting Corp. Class A (a)

408,825

14,896,561

Pegasus Communications Corp. (a)

282,900

13,879,781

48,964,845

Entertainment - 0.7%

Walt Disney Co.

217,800

8,453,363

Publishing - 1.1%

McGraw-Hill Companies, Inc.

256,500

13,851,000

TOTAL MEDIA & LEISURE

71,269,208

NONDURABLES - 3.4%

Foods - 1.1%

Bestfoods

166,700

11,543,975

Nabisco Holdings Corp. Class A

43,800

2,299,500

13,843,475

Household Products - 0.2%

Procter & Gamble Co.

40,300

2,307,175

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Tobacco - 2.1%

Philip Morris Companies, Inc.

941,760

$ 25,015,500

TOTAL NONDURABLES

41,166,150

RETAIL & WHOLESALE - 5.6%

Drug Stores - 0.9%

Walgreen Co.

322,500

10,380,469

General Merchandise Stores - 2.5%

Wal-Mart Stores, Inc.

539,800

31,105,975

Retail & Wholesale, Miscellaneous - 2.2%

Bed Bath & Beyond, Inc. (a)

233,900

8,478,875

Home Depot, Inc.

374,000

18,676,625

27,155,500

TOTAL RETAIL & WHOLESALE

68,641,944

SERVICES - 0.3%

Advertising - 0.3%

Omnicom Group, Inc.

35,100

3,126,094

TECHNOLOGY - 23.2%

Communications Equipment - 6.5%

Cisco Systems, Inc. (a)

715,300

45,466,256

Lucent Technologies, Inc.

72,000

4,266,000

Nokia AB sponsored ADR

260,700

13,018,706

Nortel Networks Corp.

246,000

17,064,640

79,815,602

Computer Services & Software - 6.8%

Adobe Systems, Inc.

53,400

6,942,000

IMS Health, Inc.

595,000

10,710,000

Intuit, Inc. (a)

99,800

4,129,225

Microsoft Corp. (a)

659,100

52,727,994

VERITAS Software Corp. (a)

73,800

8,340,553

82,849,772

Computers & Office Equipment - 3.9%

Compaq Computer Corp.

630,900

16,127,381

EMC Corp. (a)

249,300

19,180,519

Pitney Bowes, Inc.

301,400

12,056,000

47,363,900

Electronics - 6.0%

Intel Corp.

345,500

46,189,031

LSI Logic Corp. (a)

90,600

4,903,725

Micron Technology, Inc. (a)

81,400

7,168,288

Texas Instruments, Inc.

226,200

15,537,113

73,798,157

TOTAL TECHNOLOGY

283,827,431

Shares

Value (Note 1)

UTILITIES - 10.0%

Cellular - 3.6%

Nextel Communications, Inc.
Class A (a)

374,500

$ 22,914,719

Vodafone AirTouch PLC sponsored ADR

524,900

21,750,544

44,665,263

Electric Utility - 0.5%

IPALCO Enterprises, Inc.

302,800

6,093,850

Telephone Services - 5.9%

Allegiance Telecom, Inc. (a)

119,400

7,641,600

AT&T Corp.

235,450

7,446,106

BellSouth Corp.

248,200

10,579,525

NEXTLINK Communications, Inc.
Class A

203,800

7,731,663

Qwest Communications
International, Inc. (a)

137,700

6,841,969

SBC Communications, Inc.

728,530

31,508,923

WorldCom, Inc. (a)

1

23

71,749,809

TOTAL UTILITIES

122,508,922

TOTAL COMMON STOCKS

(Cost $974,550,110)

1,078,496,243

U.S. Treasury Obligations - 0.1%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.57% 8/17/00 (c)
(Cost $1,488,940)

$ 1,500,000

1,489,463

Cash Equivalents - 11.9%

Shares

Central Cash Collateral Fund, 6.71% (b)

5,919,200

5,919,200

Taxable Central Cash Fund, 6.59% (b)

140,027,095

140,027,095

TOTAL CASH EQUIVALENTS

(Cost $145,946,295)

145,946,295

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,121,985,345)

1,225,932,001

NET OTHER ASSETS - (0.1)%

(717,905)

NET ASSETS - 100%

$ 1,225,214,096

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

70 S&P 500 Stock Index Contracts

Sept. 2000

$ 25,691,750

$ (194,795)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,489,463.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $339,324,728 and $468,732,226, respectively.

The market value of futures contracts opened and closed during the period amounted to $73,545,687 and $48,716,990, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,856 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,002,310. The fund received cash collateral of $5,919,200 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,123,779,759. Net unrealized appreciation aggregated $102,152,242, of which $210,748,476 related to appreciated investment securities and $108,596,234 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $1,121,985,345) -
See accompanying schedule

$ 1,225,932,001

Receivable for investments sold

9,778,991

Receivable for fund shares sold

972,216

Dividends receivable

979,605

Interest receivable

739,383

Receivable for daily variation
on futures contracts

176,750

Other receivables

15,747

Total assets

1,238,594,693

Liabilities

Payable for investments purchased

$ 5,986,196

Payable for fund shares redeemed

898,008

Accrued management fee

485,655

Distribution fees payable

13,646

Other payables and
accrued expenses

77,892

Collateral on securities loaned,
at value

5,919,200

Total liabilities

13,380,597

Net Assets

$ 1,225,214,096

Net Assets consist of:

Paid in capital

$ 1,061,452,605

Undistributed net investment income

6,495,495

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

53,514,137

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

103,751,859

Net Assets

$ 1,225,214,096

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,057,884,369
÷
68,340,631 shares)

$15.48

Service Class:
Net Asset Value, offering price
and redemption price per share
($165,011,887
÷
10,707,166 shares)

$15.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,317,840
÷ 150,497 shares)

$15.40

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 6,835,962

Interest

2,943,179

Security lending

86,077

Total income

9,865,218

Expenses

Management fee

$ 2,904,405

Transfer agent fees

394,900

Distribution fees

64,785

Accounting and security lending fees

148,951

Non-interested trustees' compensation

1,956

Custodian fees and expenses

12,206

Audit

12,783

Legal

5,249

Reports to shareholders

4,672

Miscellaneous

303

Total expenses before reductions

3,550,210

Expense reductions

(82,248)

3,467,962

Net investment income

6,397,256

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

54,093,706

Foreign currency transactions

8,989

Futures contracts

1,057,848

55,160,543

Change in net unrealized appreciation (depreciation) on:

Investment securities

(94,278,054)

Assets and liabilities in
foreign currencies

(2)

Futures contracts

(194,795)

(94,472,851)

Net gain (loss)

(39,312,308)

Net increase (decrease) in net assets resulting from operations

$ (32,915,052)

Other Information

Expense reductions
Directed brokerage arrangements

$ 81,894

Custodian credits

354

$ 82,248

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,397,256

$ 14,349,137

Net realized gain (loss)

55,160,543

94,527,839

Change in net unrealized appreciation (depreciation)

(94,472,851)

5,576,047

Net increase (decrease) in net assets resulting from operations

(32,915,052)

114,453,023

Distributions to shareholders
From net investment income

(14,244,194)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,301)

(22,391,118)

Share transactions - net increase (decrease)

10,338,716

102,753,346

Total increase (decrease) in net assets

(129,782,637)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $6,495,495 and $14,353,340, respectively)

$ 1,225,214,096

$ 1,354,996,733

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,848,084

$ 75,165,202

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(15,652,464)

(244,802,304)

(15,445,916)

(257,900,936)

Net increase (decrease)

(4,455,829)

$ (71,678,956)

2,104,330

$ 29,664,983

Service Class
Sold

4,709,059

$ 72,777,536

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(148,738)

(2,281,362)

(55,277)

(910,981)

Net increase (decrease)

5,161,473

$ 79,735,887

4,405,208

$ 73,088,363

Service Class 2 A
Sold

149,950

$ 2,273,384

-

$ -

Reinvested

550

8,442

-

-

Redeemed

(3)

(41)

-

-

Net increase (decrease)

150,497

$ 2,281,785

-

$ -

Distributions
From net investment income

Initial Class

$ 13,015,418

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,194

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,301

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996 H

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.08 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.47)

1.27

3.54

2.84

(.10)

Total from investment operations

(.39)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.48

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(2.23)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,057,884

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.57% A

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.56% A, G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.06% A

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover

60% A

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.07

.16

.15

.03

Net realized and unrealized gain (loss)

(.47)

1.27

3.50

.49

Total from investment operations

(.40)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.41

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(2.30)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 165,012

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.67% A

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.66% A, G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

.96% A

.98%

1.05%

1.24% A

Portfolio turnover

60% A

58%

66%

81%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
F

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.05

Net realized and unrealized gain (loss)

(.16)

Total from investment operations

(.11)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.40

Total Return B, C

(0.63)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,318

Ratio of expenses to average net assets

.81% A

Ratio of expenses to average net assets after expense reductions

.80% A, E

Ratio of net investment income to average net assets

.82% A

Portfolio turnover

60% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,094,741,303.86

94.882

Against

8,150,336.78

0.707

Abstain

50,895,725.39

4.411

TOTAL

1,153,787,366.03

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,065,660,945.04

92.362

Against

14,930,318.61

1.294

Abstain

73,196,102.38

6.344

TOTAL

1,153,787,366.03

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,052,012,765.56

91.179

Against

14,716,021.72

1.276

Abstain

87,058,578.75

7.545

TOTAL

1,153,787,366.03

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,047,279,358.30

90.769

Against

18,168,639.12

1.575

Abstain

88,339,368.61

7.656

TOTAL

1,153,787,366.03

100.000

PROPOSAL 7

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,045,547,591.12

90.619

Against

27,126,923.06

2.351

Abstain

81,112,851.85

7.030

TOTAL

1,153,787,366.03

100.000

PROPOSAL 8

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,041,821,757.51

90.296

Against

27,809,789.09

2.410

Abstain

84,155,819.43

7.294

TOTAL

1,153,787,366.03

100.000

PROPOSAL 9

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,042,706,287.48

90.372

Against

26,973,368.78

2.338

Abstain

84,107,709.77

7.290

TOTAL

1,153,787,366.03

100.000

* Denotes trust-wide proposals and voting results.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class

-8.26%

14.24%

14.65%

Russell 3000 Value

-8.38%

17.20%

15.03%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $39,246 - a 292.46% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $40,554 - a 305.54% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.8

Citigroup, Inc.

3.6

Exxon Mobil Corp.

3.4

BP Amoco PLC sponsored ADR

2.6

Viacom, Inc. Class B (non-vtg.)

2.4

15.8

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Finance

24.2

Energy

15.9

Utilities

10.3

Health

7.8

Industrial Machinery & Equipment

7.6

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 96.5%

Bonds 2.1%

Short-Term Investments
and Net Other Assets 1.4%



* Foreign investments 9.7%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Steve Petersen,
Portfolio Manager of
Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2000, the fund outperformed the Russell 3000 Value Index, which returned -3.56%. The fund also outperformed the Russell index's 12-month return of -8.38% for the one-year period ending June 30, 2000.

Q. What helped the fund outperform its benchmark?

A. The most important aspect of the fund's performance relative to the index was the huge swing in technology stock prices and the impact it had. From the beginning of the year through mid-March, technology stocks led the market. That came to an end as the NASDAQ plummeted and was still struggling to recover at the end of the period. The Russell 3000 Value Index, which focuses on companies with value characteristics, closely reflects the fund's investment strategy. However, with a lower weighting in technology stocks than the Russell index, the fund was not as exposed to these wild swings. Consequently, the underweighting in technology stocks helped the fund's relative performance.

Q. How did financial stocks - the fund's largest sector weighting - do?

A. Their performance was mixed. Although fund holding American Express' fundamentals were good, the company, which focuses on high-end travel and entertainment spending, was hurt by the perception of a slowing economy, and its high valuation added to concern about a possible decline in its earnings momentum. Fannie Mae continued to be plagued by Congress' current debate about whether the U.S. government should continue to implicitly guarantee its debt. Fannie Mae also was hurt by higher interest rates. On the positive side, financial companies that earned a higher percentage of their revenues from transactions or asset management businesses did well during the period. Fund holding Citigroup benefited from subsidiary Salomon Smith Barney's strong revenues, and Bank of New York's growing revenues from its successful custody business helped its performance.

Q. Pharmaceutical stocks appeared to come back from their slump last year . . .

A. Yes, they were disappointments last year. The U.S. government had considered providing coverage to Medicare patients for prescription drugs, potentially cutting drug companies' profits. This year, however, an evolving perception of a slowing economy helped pharmaceutical stocks, which are considered to be defensive, to come back strongly. As a result, the fund's pharmaceutical holdings performed very well. Eli Lilly was one example of a strong pharmaceutical stock. The company's performance was boosted by its development of a drug to treat sepsis, an often fatal condition resulting from severe infections. This drug could be a possible source of significant revenues for the company. The company's stock soared following the reports of promising clinical test results. Schering-Plough was another beneficiary of the general recovery in pharmaceutical stock prices.

Q. Which stocks were disappointments?

A. Along with many other companies, AT&T was hurt by announcements that its earnings growth would be lower than expected. Its core business - consumer long-distance telephone service - has been rather flat over the past few years. Prices have declined while competition has increased. Honeywell's expectations for earnings growth also slipped. This multi-industry company saw a softening in a couple of its business lines, and its performance slumped. SBC Communications, a telephone company specializing in local service, also announced slower-than-expected earnings growth, and its stock performance suffered.

Q. What's your near-term outlook, Steve?

A. The big question is how much the economy will slow. If it strengthens once again, showing the last couple of months to be an anomaly, it would cause more worry about increasingly drastic steps the Federal Reserve Board could take - such as increasing interest rates significantly - to slow the economy, potentially causing a recession. On the other hand, if the Fed's tightening moves have been sufficient to slow the economy and reduce expectations for growth, perhaps even causing a bit of a correction in technology stocks, the market would probably perceive that as a very positive scenario. No matter what scenario evolves, I will continue to invest in what I believe to be the cheapest part of the market. I'm focusing on finding very solid companies, looking for good value and strong dividend yields. Although this area could remain out of favor for some time, there are still some terrific opportunities in this universe, and I'll continue to search for them.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2000, more than $9.9 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.5%

Aerospace & Defense - 3.2%

Boeing Co.

1,678,000

$ 70,161,375

Honeywell International, Inc.

1,758,825

59,250,417

Rockwell International Corp.

592,100

18,651,150

Textron, Inc.

1,515,000

82,283,438

United Technologies Corp.

1,466,300

86,328,413

316,674,793

Ship Building & Repair - 0.3%

General Dynamics Corp.

505,700

26,422,825

TOTAL AEROSPACE & DEFENSE

343,097,618

BASIC INDUSTRIES - 4.7%

Chemicals & Plastics - 2.5%

Arch Chemicals, Inc.

292,600

6,400,625

Celanese AG

151,110

2,911,858

Crompton Corp.

1,090,651

13,360,475

Dow Chemical Co.

820,200

24,759,788

E.I. du Pont de Nemours and Co.

609,449

26,663,394

Engelhard Corp.

557,500

9,512,344

Great Lakes Chemical Corp.

1,060,100

33,393,150

Hercules Trust II unit

15,700

8,713,500

Hercules, Inc.

856,100

12,038,906

IMC Global, Inc.

1,626,800

21,148,400

M.A. Hanna Co.

979,200

8,812,800

Millennium Chemicals, Inc.

749,200

12,736,400

Olin Corp.

712,700

11,759,550

Praxair, Inc.

446,900

16,730,819

Rohm & Haas Co.

122,300

4,219,350

Solutia, Inc.

1,249,300

17,177,875

Union Carbide Corp.

376,200

18,621,900

248,961,134

Iron & Steel - 0.5%

Allegheny Technologies, Inc.

782,050

14,076,900

Dofasco, Inc.

749,800

12,332,070

Nucor Corp.

628,100

20,845,069

47,254,039

Metals & Mining - 0.9%

Alcoa, Inc.

2,308,216

66,938,264

Phelps Dodge Corp.

556,500

20,694,844

Ryerson Tull, Inc.

753,323

7,815,726

95,448,834

Packaging & Containers - 0.2%

Ball Corp.

387,075

12,458,977

Owens-Illinois, Inc. (a)

700,700

8,189,431

20,648,408

Paper & Forest Products - 0.6%

Bowater, Inc.

798,600

35,238,225

International Paper Co.

165,910

4,946,192

Shares

Value (Note 1)

Pentair, Inc.

236,600

$ 8,399,300

Smurfit-Stone Container Corp. (a)

755,400

9,725,775

58,309,492

TOTAL BASIC INDUSTRIES

470,621,907

CONSTRUCTION & REAL ESTATE - 1.4%

Building Materials - 0.4%

Fortune Brands, Inc.

805,700

18,581,456

Masco Corp.

1,265,800

22,863,513

41,444,969

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

109,600

3,760,650

Crescent Real Estate Equities Co.

810,400

16,613,200

Duke-Weeks Realty Corp.

434,622

9,724,667

Equity Office Properties Trust

524,500

14,456,531

Equity Residential Properties Trust (SBI)

649,500

29,877,000

Public Storage, Inc.

609,700

14,289,844

Spieker Properties, Inc.

277,000

12,742,000

101,463,892

TOTAL CONSTRUCTION & REAL ESTATE

142,908,861

DURABLES - 2.4%

Autos, Tires, & Accessories - 1.2%

AutoNation, Inc.

642,800

4,539,775

Eaton Corp.

428,300

28,696,100

Goodyear Tire & Rubber Co.

407,100

8,142,000

Johnson Controls, Inc.

333,600

17,117,850

Meritor Automotive, Inc.

408,600

4,494,600

Navistar International Corp. (a)

387,600

12,039,825

Pep Boys-Manny, Moe & Jack

662,100

3,972,600

TRW, Inc.

801,700

34,773,738

113,776,488

Consumer Durables - 0.9%

Minnesota Mining & Manufacturing Co.

682,500

56,306,250

Snap-On, Inc.

1,102,000

29,340,750

85,647,000

Consumer Electronics - 0.1%

Black & Decker Corp.

252,600

9,930,338

General Motors Corp. Class H (a)

43,086

3,780,797

13,711,135

Home Furnishings - 0.2%

Newell Rubbermaid, Inc.

822,067

21,168,225

Textiles & Apparel - 0.0%

Kellwood Co.

85,800

1,812,525

TOTAL DURABLES

236,115,373

ENERGY - 15.7%

Energy Services - 2.3%

Baker Hughes, Inc.

1,817,400

58,156,800

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Services - continued

Halliburton Co.

2,882,900

$ 136,036,844

Schlumberger Ltd. (NY Shares)

409,500

30,558,938

224,752,582

Oil & Gas - 13.4%

Amerada Hess Corp.

246,500

15,221,375

Anadarko Petroleum Corp.

587,900

28,990,819

BP Amoco PLC sponsored ADR

4,538,242

256,694,313

Burlington Resources, Inc.

1,192,100

45,597,825

Chevron Corp.

1,280,171

108,574,503

Conoco, Inc.:

Class A

721,200

15,866,400

Class B

1,931,915

47,452,662

Exxon Mobil Corp.

4,334,118

340,228,263

Occidental Petroleum Corp.

985,000

20,746,563

Royal Dutch Petroleum Co. (NY Shares)

1,968,600

121,191,938

Santa Fe Snyder Corp. (a)

1,336,203

15,199,309

Tosco Corp.

449,800

12,734,963

TotalFinaElf SA:

Class B

448,000

68,992,001

sponsored ADR

2,183,396

167,712,105

Ultramar Diamond Shamrock Corp.

713,600

17,706,200

Union Pacific Resources Group, Inc.

645,500

14,201,000

USX - Marathon Group

1,621,100

40,628,819

1,337,739,058

TOTAL ENERGY

1,562,491,640

FINANCE - 23.5%

Banks - 10.2%

Bank of America Corp.

2,935,590

126,230,370

Bank of New York Co., Inc.

4,579,000

212,923,500

Bank One Corp.

1,119,438

29,735,072

Chase Manhattan Corp.

2,924,450

134,707,478

Comerica, Inc.

1,601,800

71,880,775

Firstar Corp.

138,900

2,925,581

FleetBoston Financial Corp.

2,006,200

68,210,800

Mellon Financial Corp.

2,266,900

82,600,169

National Bank of Canada

2,476,636

36,969,710

PNC Financial Services Group, Inc.

233,000

10,921,875

U.S. Bancorp

2,928,094

56,365,810

Wachovia Corp.

442,500

24,005,625

Wells Fargo & Co.

3,967,200

153,729,000

1,011,205,765

Credit & Other Finance - 7.2%

American Express Co.

3,251,616

169,490,484

Associates First Capital Corp. Class A

3,623,656

80,852,825

Shares

Value (Note 1)

Citigroup, Inc.

5,969,898

$ 359,686,355

Household International, Inc.

2,527,647

105,055,328

715,084,992

Federal Sponsored Credit - 2.7%

Fannie Mae

4,308,800

224,865,500

Freddie Mac

762,900

30,897,450

SLM Holding Corp.

412,700

15,450,456

271,213,406

Insurance - 2.5%

Ace Ltd.

1,474,100

41,274,800

American International Group, Inc.

315,900

37,118,250

Everest Re Group Ltd.

96,800

3,182,300

Hartford Financial Services Group, Inc.

1,691,600

94,623,875

Highlands Insurance Group, Inc. (a)

371,100

3,479,063

Protective Life Corp.

180,700

4,811,138

The Chubb Corp.

382,500

23,523,750

The St. Paul Companies, Inc.

374,200

12,769,575

UnumProvident Corp.

1,063,700

21,340,481

XL Capital Ltd. Class A

180,700

9,780,388

251,903,620

Savings & Loans - 0.2%

TCF Financial Corp.

573,000

14,718,938

Securities Industry - 0.7%

Franklin Resources, Inc.

243,700

7,402,388

Morgan Stanley Dean Witter & Co.

410,600

34,182,450

Nomura Securities Co. Ltd.

1,061,000

25,969,582

Waddell & Reed Financial, Inc. Class B

94,498

2,746,348

70,300,768

TOTAL FINANCE

2,334,427,489

HEALTH - 7.8%

Drugs & Pharmaceuticals - 5.8%

Bristol-Myers Squibb Co.

2,457,400

143,143,550

Eli Lilly & Co.

2,053,000

205,043,375

Merck & Co., Inc.

1,595,700

122,270,513

Schering-Plough Corp.

2,129,530

107,541,265

577,998,703

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,616,600

72,039,738

Becton, Dickinson & Co.

680,800

19,530,450

Cardinal Health, Inc.

481,100

35,601,400

127,171,588

Medical Facilities Management - 0.7%

HCA - The Healthcare Co.

2,259,150

68,621,681

TOTAL HEALTH

773,791,972

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 7.4%

Electrical Equipment - 4.2%

General Electric Co.

7,160,900

$ 379,527,680

Siemens AG

253,900

38,268,849

417,796,529

Industrial Machinery & Equipment - 3.2%

Caterpillar, Inc.

1,009,800

34,206,975

CNH Global NV

506,200

4,682,350

Deere & Co.

1,258,250

46,555,250

Ingersoll-Rand Co.

799,500

32,179,875

ITT Industries, Inc.

218,600

6,639,975

Kennametal, Inc.

500,708

10,733,928

Parker-Hannifin Corp.

641,100

21,957,675

The Stanley Works

293,700

6,975,375

Tyco International Ltd.

3,208,246

151,990,654

315,922,057

Pollution Control - 0.0%

Republic Services, Inc. Class A (a)

341,200

5,459,200

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

739,177,786

MEDIA & LEISURE - 5.8%

Broadcasting - 1.4%

Clear Channel Communications, Inc. (a)

123,500

9,262,500

MediaOne Group, Inc. (a)

636,110

42,182,840

Time Warner, Inc.

1,167,754

88,749,334

140,194,674

Entertainment - 2.9%

Fox Entertainment Group, Inc.
Class A (a)

721,700

21,921,638

Mandalay Resort Group (a)

534,500

10,690,000

Viacom, Inc. Class B (non-vtg.) (a)

3,482,118

237,436,921

Walt Disney Co.

586,900

22,779,056

292,827,615

Lodging & Gaming - 0.6%

Harrah's Entertainment, Inc. (a)

424,500

8,887,969

Starwood Hotels & Resorts
Worldwide, Inc. unit

1,465,981

47,736,006

56,623,975

Publishing - 0.4%

Reader's Digest Association, Inc.
Class A (non-vtg.)

953,200

37,889,700

Restaurants - 0.5%

McDonald's Corp.

1,562,400

51,461,550

TOTAL MEDIA & LEISURE

578,997,514

NONDURABLES - 3.6%

Beverages - 0.1%

Brown-Forman Corp. Class B (non-vtg.)

147,800

7,944,250

Shares

Value (Note 1)

Foods - 0.7%

Nabisco Group Holdings Corp.

967,700

$ 25,099,719

Nabisco Holdings Corp. Class A

779,200

40,908,000

66,007,719

Household Products - 1.8%

Avon Products, Inc.

915,600

40,744,200

Clorox Co.

649,300

29,096,756

Dial Corp.

624,300

6,477,113

Gillette Co.

769,200

26,873,925

International Flavors & Fragrances, Inc.

244,600

7,383,863

Procter & Gamble Co.

438,400

25,098,400

Unilever NV (NY Shares)

241,485

10,383,855

Unilever PLC

6,090,714

38,257,265

184,315,377

Tobacco - 1.0%

Philip Morris Companies, Inc.

3,741,200

99,375,625

TOTAL NONDURABLES

357,642,971

RETAIL & WHOLESALE - 2.5%

Apparel Stores - 0.9%

Charming Shoppes, Inc. (a)

612,800

3,121,450

Footstar, Inc. (a)

206,300

6,859,475

The Limited, Inc.

2,635,400

56,990,525

TJX Companies, Inc.

1,362,300

25,543,125

Venator Group, Inc. (a)

221,300

2,268,325

94,782,900

General Merchandise Stores - 1.6%

Ames Department Stores, Inc.

203,500

1,577,125

Consolidated Stores Corp. (a)

2,020,156

24,241,875

Federated Department Stores, Inc. (a)

1,102,700

37,216,125

Hudson's Bay Co. (e)

302,500

3,207,869

JCPenney Co., Inc.

328,100

6,049,344

Target Corp.

870,700

50,500,600

Wal-Mart Stores, Inc.

608,600

35,070,575

157,863,513

TOTAL RETAIL & WHOLESALE

252,646,413

SERVICES - 1.3%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,367,000

R.R. Donnelley & Sons Co.

535,300

12,077,706

15,444,706

Services - 1.1%

ACNielsen Corp. (a)

750,100

16,502,200

Brascan Corp. Class A (ltd. vtg.)

2,699,800

31,730,172

Dun & Bradstreet Corp.

134,300

3,844,338

H&R Block, Inc.

1,073,800

34,764,275

Per-Se Technologies, Inc. (a)

9,540

89,438

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

$ 0

Viad Corp.

775,800

21,140,550

108,070,973

TOTAL SERVICES

123,515,679

TECHNOLOGY - 3.5%

Communications Equipment - 0.1%

Nortel Networks Corp.

122,804

8,518,724

Computer Services & Software - 0.9%

IMS Health, Inc.

891,500

16,047,000

Microsoft Corp. (a)

196,400

15,712,000

NCR Corp. (a)

683,800

26,625,463

Sabre Holdings Corp. Class A

145,116

4,135,806

Unisys Corp. (a)

2,059,717

29,994,629

92,514,898

Computers & Office Equipment - 2.1%

Compaq Computer Corp.

2,037,300

52,078,481

Hewlett-Packard Co.

157,800

19,705,275

International Business Machines Corp.

567,400

62,165,763

Pitney Bowes, Inc.

1,582,000

63,280,000

Xerox Corp.

463,100

9,609,325

206,838,844

Electronic Instruments - 0.3%

Thermo Electron Corp. (a)

1,295,400

27,284,363

Photographic Equipment - 0.1%

Eastman Kodak Co.

257,200

15,303,400

TOTAL TECHNOLOGY

350,460,229

TRANSPORTATION - 1.2%

Air Transportation - 0.2%

AMR Corp.

371,000

9,808,313

Southwest Airlines Co.

435,000

8,237,813

18,046,126

Railroads - 1.0%

Burlington Northern Santa Fe Corp.

2,998,700

68,782,681

CSX Corp.

559,200

11,848,050

Union Pacific Corp.

409,400

15,224,563

95,855,294

TOTAL TRANSPORTATION

113,901,420

UTILITIES - 9.2%

Cellular - 0.1%

AT&T Corp. - Wireless Group

453,300

12,635,738

Electric Utility - 2.4%

Allegheny Energy, Inc.

1,148,700

31,445,663

Shares

Value (Note 1)

American Electric Power Co., Inc.

997,100

$ 29,539,088

Cinergy Corp.

415,000

10,556,563

DPL, Inc.

168,354

3,693,266

Entergy Corp.

3,187,300

86,654,719

IPALCO Enterprises, Inc.

431,500

8,683,938

Niagara Mohawk Holdings, Inc. (a)

1,682,100

23,444,269

NRG Energy, Inc.

308,800

5,635,600

PG&E Corp.

1,551,878

38,214,996

237,868,102

Telephone Services - 6.7%

AT&T Corp.

4,236,400

133,976,150

Bell Atlantic Corp.

1,266,240

64,340,820

BellSouth Corp.

2,151,399

91,703,382

GTE Corp.

1,087,100

67,671,975

Pathnet, Inc. warrants 4/15/08 (a)(e)

510

5,100

SBC Communications, Inc.

5,353,193

231,525,597

U.S. WEST, Inc.

189,300

16,232,475

WorldCom, Inc. (a)

1,309,716

60,083,199

665,538,698

TOTAL UTILITIES

916,042,538

TOTAL COMMON STOCKS

(Cost $7,320,124,457)

9,295,839,410

Preferred Stocks - 3.0%

Convertible Preferred Stocks - 3.0%

BASIC INDUSTRIES - 0.2%

Chemicals & Plastics - 0.1%

Monsanto Co. $1.625 ACES

283,800

12,966,113

Paper & Forest Products - 0.1%

Georgia-Pacific Corp. $3.75 PEPS

314,100

9,854,888

TOTAL BASIC INDUSTRIES

22,821,001

ENERGY - 0.2%

Oil & Gas - 0.2%

Apache Corp. $2.015 ACES

183,100

9,349,635

The Coastal Corp. $1.20 PRIDES

368,900

11,938,711

21,288,346

FINANCE - 0.7%

Credit & Other Finance - 0.4%

Federal-Mogul Financing Trust $3.50

490,300

10,725,313

Union Pacific Capital Trust:

$3.125

403,200

15,926,400

$3.125 TIDES (e)

384,500

15,187,750

41,839,463

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

FINANCE - continued

Insurance - 0.3%

Ace Ltd. $4.125 PRIDES

225,800

$ 14,126,725

MetLife, Inc. $4.00

225,800

15,523,750

29,650,475

TOTAL FINANCE

71,489,938

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Electrical Equipment - 0.1%

Loral Space & Communications Ltd. Series C:

$3.00 (e)

183,200

4,122,000

$3.00

208,700

4,695,750

8,817,750

Industrial Machinery & Equipment - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,188,522

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,006,272

MEDIA & LEISURE - 0.9%

Broadcasting - 0.6%

Cox Communications, Inc.:

$2.27 PRIDES

159,500

9,884,215

$6.858 PRIZES

146,000

16,078,250

MediaOne Group, Inc.
(Vodafone AirTouch PLC):

$3.04 PIES

317,100

12,763,275

$3.63 PIES

249,900

22,491,000

61,216,740

Entertainment - 0.1%

Premier Parks, Inc. $4.05 PIES

273,300

11,956,875

Publishing - 0.2%

Readers Digest Automatic Common Exchange Securities Trust $1.93 TRACES

464,700

16,409,951

TOTAL MEDIA & LEISURE

89,583,566

NONDURABLES - 0.3%

Beverages - 0.3%

Seagram Co. Ltd. $3.76 ACES

473,400

25,001,674

RETAIL & WHOLESALE - 0.0%

General Merchandise Stores - 0.0%

Kmart Financing I $3.875

100,000

3,643,750

UTILITIES - 0.5%

Electric Utility - 0.3%

Alliant Energy Resources, Inc. $4.91 (e)

52,700

3,642,888

Shares

Value (Note 1)

NiSource, Inc. $3.875 PIES

299,300

$ 11,148,925

TXU Corp. $1.6575 PRIDES

398,400

13,844,400

28,636,213

Gas - 0.2%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

484,900

14,910,675

TOTAL UTILITIES

43,546,888

TOTAL CONVERTIBLE PREFERRED STOCKS

296,381,435

Nonconvertible Preferred Stocks - 0.0%

CONSTRUCTION & REAL ESTATE - 0.0%

Real Estate Investment Trusts - 0.0%

California Federal Preferred
Capital Corp. $2.2812

31,590

671,288

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

CSC Holdings, Inc. 11.125% pay-in-kind

23,622

2,468,499

Publishing - 0.0%

PRIMEDIA, Inc. 8.625%

6,123

520,455

TOTAL MEDIA & LEISURE

2,988,954

TOTAL NONCONVERTIBLE PREFERRED STOCKS

3,660,242

TOTAL PREFERRED STOCKS

(Cost $317,222,517)

300,041,677

Corporate Bonds - 2.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.7%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP
8.3% 7/1/01

Ba2

$ 27,985,000

36,363,009

DURABLES - 0.1%

Consumer Electronics - 0.1%

Sunbeam Corp.
0% 3/25/18 (e)

Caa2

60,290,000

9,344,950

FINANCE - 0.0%

Insurance - 0.0%

Loews Corp.
3.125% 9/15/07

A2

4,320,000

3,591,000

MEDIA & LEISURE - 0.6%

Broadcasting - 0.1%

Cox Communications, Inc. 1% 4/19/20

Baa3

26,600,000

13,815,508

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

Publishing - 0.5%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

$ 42,720,000

$ 47,448,250

TOTAL MEDIA & LEISURE

61,263,758

NONDURABLES - 0.0%

Foods - 0.0%

Chiquita Brands International, Inc.
7% 3/28/01

B3

820,000

721,600

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

Softkey International, Inc. 5.5% 11/1/00 (e)

-

1,340,000

1,313,200

Computers & Office Equipment - 0.1%

Quantum Corp.
7% 8/1/04

B2

7,730,000

6,097,038

Electronics - 0.1%

Solectron Corp.
0% 5/8/20

BBB

13,410,000

8,548,875

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

7,770,000

7,187,250

15,736,125

TOTAL TECHNOLOGY

23,146,363

UTILITIES - 0.4%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (e)

B1

13,390,000

13,858,650

Telephone Services - 0.3%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

13,380,000

12,117,263

Telefonos de Mexico SA de CV 4.25% 6/15/04

Baa3

9,430,000

12,659,775

24,777,038

TOTAL UTILITIES

38,635,688

TOTAL CONVERTIBLE BONDS

173,066,368

Nonconvertible Bonds - 0.4%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

1,340,000

1,326,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co.
11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,641,600

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Macsaver Financial Services, Inc.
7.875% 8/1/03

Ba2

1,000,000

620,000

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,550,000

1,418,250

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

950,000

826,500

7.875% 1/1/09

Ba2

1,065,000

905,250

1,731,750

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Adelphia Communications Corp. 9.875% 3/1/07

B1

2,425,000

2,303,750

Century Communications Corp. Series B,
0% 1/15/08

B1

440,000

180,400

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.625% 4/1/09

B2

1,340,000

1,182,550

NTL Communications Corp. 11.5% 10/1/08

B3

4,140,000

4,171,050

Telewest PLC 0% 10/1/07 (d)

B1

2,265,000

2,163,075

United Pan-Europe Communications NV 10.875% 11/1/07

B2

2,380,000

2,142,000

12,142,825

Entertainment - 0.0%

Regal Cinemas, Inc. 8.875% 12/15/10

Ca

2,340,000

561,600

Lodging & Gaming - 0.0%

HMH Properties, Inc. 7.875% 8/1/08

Ba2

230,000

205,275

Restaurants - 0.0%

Domino's, Inc.
10.375% 1/15/09

B3

1,020,000

946,050

TOTAL MEDIA & LEISURE

13,855,750

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

PSINet, Inc.
10.5% 12/1/06

B3

$ 1,335,000

$ 1,228,200

UTILITIES - 0.2%

Cellular - 0.1%

Nextel
Communications, Inc.:

0% 10/31/07 (d)

B1

3,765,000

2,804,925

12% 11/1/08

B1

1,410,000

1,505,175

4,310,100

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

1,335,000

1,308,300

McLeodUSA, Inc.
9.5% 11/1/08

B1

910,000

887,250

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,780,000

2,606,250

Pathnet, Inc.
12.25% 4/15/08

-

510,000

285,600

Rhythms NetConnections, Inc. 12.75% 4/15/09

B3

1,670,000

1,135,600

WinStar
Communications, Inc.:

0% 4/15/10 (d)(e)

B3

1,449,000

673,785

12.75% 4/15/10 (e)

B3

4,031,000

3,889,915

10,786,700

TOTAL UTILITIES

15,096,800

TOTAL NONCONVERTIBLE BONDS

36,918,950

TOTAL CORPORATE BONDS

(Cost $193,683,286)

209,985,318

Cash Equivalents - 1.0%

Shares

Central Cash Collateral Fund, 6.71% (c)

1,698,015

1,698,015

Taxable Central Cash Fund, 6.59% (c)

94,619,327

94,619,327

TOTAL CASH EQUIVALENTS

(Cost $96,317,342)

96,317,342

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $7,927,347,602)

9,902,183,747

NET OTHER ASSETS - 0.4%

41,016,147

NET ASSETS - 100%

$ 9,943,199,894

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $62,433,357 or 0.6% of
net assets.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $990,959,058 and $2,056,546,197, respectively.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $119,617 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,591,025. The fund received cash collateral of $1,698,015 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate was 5.86%. Interest expense includes $171,586 paid under the interfund lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $13,171,318. The weighted average interest rate was 6.09%. Interest expense includes $49,044 paid under the bank borrowing program.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $7,931,739,825. Net unrealized appreciation aggregated $1,970,443,922, of which $2,830,722,007 related to appreciated investment securities and $860,278,085 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $7,927,347,602) -
See accompanying schedule

$ 9,902,183,747

Cash

80,267

Receivable for investments sold

46,351,579

Receivable for fund shares sold

3,306,224

Dividends receivable

18,707,830

Interest receivable

3,548,270

Other receivables

639,455

Total assets

9,974,817,372

Liabilities

Payable for investments purchased

$ 16,883,268

Payable for fund shares redeemed

8,328,602

Accrued management fee

4,071,933

Distribution fees payable

43,292

Other payables and
accrued expenses

592,368

Collateral on securities loaned,
at value

1,698,015

Total liabilities

31,617,478

Net Assets

$ 9,943,199,894

Net Assets consist of:

Paid in capital

$ 7,592,710,655

Undistributed net investment income

94,996,781

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

280,716,353

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,974,776,105

Net Assets

$ 9,943,199,894

Initial Class:
Net Asset Value, offering price
and redemption price per share ($9,442,871,134
÷
412,176,524 shares)

$22.91

Service Class:
Net Asset Value, offering price
and redemption price per share
($488,634,853
÷
21,378,754 shares)

$22.86

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,693,907
÷ 511,954 shares)

$22.84

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 114,821,549

Interest

7,423,512

Security lending

109,307

Total income

122,354,368

Expenses

Management fee

$ 24,432,214

Transfer agent fees

3,355,035

Distribution fees

226,077

Accounting and security lending fees

443,177

Non-interested trustees' compensation

25,855

Custodian fees and expenses

117,627

Registration fees

1,500

Audit

39,228

Legal

42,473

Interest

220,630

Miscellaneous

59,950

Total expenses before reductions

28,963,766

Expense reductions

(585,247)

28,378,519

Net investment income

93,975,849

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

290,121,682

Foreign currency transactions

(169,714)

289,951,968

Change in net unrealized appreciation (depreciation) on:

Investment securities

(725,820,111)

Assets and liabilities in
foreign currencies

(72,517)

(725,892,628)

Net gain (loss)

(435,940,660)

Net increase (decrease) in net assets resulting from operations

$ (341,964,811)

Other Information

Expense reductions
Directed brokerage arrangements

$ 583,627

Custodian credits

1,620

$ 585,247

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended June 30, 2000 (Unaudited)

Year ended December 31,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 93,975,849

$ 185,905,580

Net realized gain (loss)

289,951,968

697,598,663

Change in net unrealized appreciation (depreciation)

(725,892,628)

(178,860,281)

Net increase (decrease) in net assets resulting from operations

(341,964,811)

704,643,962

Distributions to shareholders
From net investment income

(185,023,672)

(170,985,891)

From net realized gain

(697,715,914)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(283,718,779)

(339,122,770)

Total increase (decrease) in net assets

(1,508,423,176)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $94,996,781 and $185,982,649, respectively)

$ 9,943,199,894

$ 11,451,623,070

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,194,962

$ 468,135,483

41,506,315

$ 1,076,558,536

Reinvested

38,143,294

847,544,035

22,601,688

537,468,103

Redeemed

(74,517,854)

(1,710,461,582)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(16,179,598)

$ (394,782,064)

(20,522,668)

$ (549,152,609)

Service Class
Sold

4,641,894

107,791,908

8,201,124

211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(1,892,879)

(43,575,460)

(507,589)

(13,012,407)

Net increase (decrease)

4,334,978

$ 99,393,101

8,177,180

$ 210,029,839

Service Class 2 A
Sold

523,075

$ 11,931,422

-

$ -

Reinvested

852

18,898

-

-

Redeemed

(11,973)

(280,136)

-

-

Net increase (decrease)

511,954

$ 11,670,184

-

$ -

Distributions
From net investment income
Initial Class

$ 177,777,529

$ 167,408,106

Service Class

7,242,252

3,577,785

Service Class 2 A

3,891

-

Total

$ 185,023,672

$ 170,985,891

From net realized gain
Initial Class

$ 669,766,506

$ 370,059,997

Service Class

27,934,401

7,908,787

Service Class 2 A

15,007

-

Total

$ 697,715,914

$ 377,968,784

$ 882,739,586

$ 548,954,675

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

$ 15.35

Income from Investment Operations

Net investment income

.21 D

.41 D

.38 D

.36 D

.35

.41

Net realized and unrealized gain (loss)

(.96)

1.10

2.31

5.06

2.30

4.69

Total from investment operations

(.75)

1.51

2.69

5.42

2.65

5.10

Less Distributions

From net investment income

(.43)

(.38)

(.34)

(.36)

(.03)

(.40)

From net realized gain

(1.62)

(.84)

(1.21)

(1.81)

(.86)

(.78)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

(1.18)

Net asset value, end of period

$ 22.91

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Total Return B, C

(2.67)%

6.33%

11.63%

28.11%

14.28%

35.09%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,442,871

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

$ 4,879,435

Ratio of expenses to average net assets

.56% A

.57%

.58%

.58%

.58%

.61%

Ratio of expenses to average net assets after
expense reductions

.55% A, F

.56% F

.57% F

.57% F

.56% F

.61%

Ratio of net investment income to average net assets

1.83% A

1.57%

1.58%

1.65%

1.97%

2.56%

Portfolio turnover

19% A

27%

28%

44%

186%

87%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.20

.38

.36

.05

Net realized and unrealized gain (loss)

(.96)

1.11

2.31

.78

Total from investment operations

(.76)

1.49

2.67

.83

Less Distributions

From net investment income

(.42)

(.38)

(.34)

-

From net realized gain

(1.62)

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 22.86

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(2.72)%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 488,635

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66% A

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% A, F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.73% A

1.47%

1.51%

1.63% A

Portfolio turnover

19% A

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.17

Net realized and unrealized gain (loss)

(.47)

Total from investment operations

(.30)

Less Distributions

From net investment income

(.42)

From net realized gain

(1.62)

Total distributions

(2.04)

Net asset value, end of period

$ 22.84

Total Return B, C

(0.95)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,694

Ratio of expenses to average net assets

.82% A

Ratio of expenses to average net assets after expense reductions

.80% A, F

Ratio of net investment income to average net assets

1.58% A

Portfolio turnover

19% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class

-0.57%

11.77%

12.11%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,735 - an 87.35% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Fund Talk: The Managers' Overview

(Portfolio Manager photographs)

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six- and 12-month periods that ended June 30, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned 1.45% and 6.44%, respectively, during these time frames.

Q. Why did the fund trail its benchmark during the
six-month period?

J.A. Having an average underweighting in technology hurt during the sector's impressive run-up early in the period. The fund's underexposure to tech was double trouble in the sense that most other areas of the market in which the fund was invested had a difficult period. So, even though the technology group corrected sharply in the spring - as the market turned elsewhere for growth - it was up so much in the first half that, for all intents and purposes, our fate was sealed.

Q. What were some of your strategies and how did they influence performance?

J.A. I maintained an emphasis on equities during the market's upturn, adding convertible securities in lieu of pure stocks. I used convertibles as an indirect, less volatile way to participate in some of the growth stories I liked within the technology sector. This strategy helped provide some nice yield and afforded us the added benefit of downside protection, as convertible securities gave back less than their pure stock equivalents during the correction. When things started to fall apart for tech, I took advantage of the opportunity to increase the fund's concentration in large, high-quality companies, many of which had dropped sharply from their highs of the period. However, the fund was hurt for not owning enough of the period's top performers along the way, namely Oracle and Intel. On a more positive note, the fund's healthy exposure to large drug companies such as Warner-Lambert and Eli Lilly helped, as the group rallied behind renewed enthusiasm for strong new product pipelines. Warner-Lambert merged with Pfizer - another fund holding - just prior to the close of the period. The fund's lack of exposure to a generally weak consumer nondurables sector, and some good picks in media stocks such as Viacom, further aided relative performance.

Q. What other stocks performed well for the fund? Which disappointed?

J.A. A number of the fund's financial holdings performed well - most notably Bank of New York and Morgan Stanley Dean Witter - benefiting from strong capital markets activity. Tech stocks we did own, including Texas Instruments, EMC and Micron Technology, also added meaningfully to performance. Conversely, those that weren't so hot included Motorola, Alltel and Lucent. Motorola was, by far, the fund's worst performer, slipping on execution problems and narrowing margins in its cellular handset business. Traditional telecommunications providers AT&T and WorldCom fell prey to increased competition and falling prices.

Q. Turning to you, Kevin, how did the fund's bond investments fare?

K.G. The investment-grade portion of the fund performed well during the six-month period, benefiting from its exposure to a strong rally in the government market. An announcement by the U.S. Treasury in January of its intent to repurchase long-term debt and reduce future issuance sent the price of the long bond higher and its yield lower. This action, coupled with rising short-term interest rates, induced an inverted yield curve, which occurs when short-term issues provide a higher yield than their longer-term counterparts. This inversion hurt the spread sectors - most notably corporate bonds and mortgage securities - with yield spreads widening out significantly relative to comparable duration Treasuries. The fund was well-positioned for these changes, as we responded to the buybacks by reducing our exposure to long-term corporates in exchange for more Treasuries, which worked out beautifully. This strategy helped the fund's bond subportfolio outperform the Lehman Brothers Aggregate Bond Index during the period. So, despite the Federal Reserve Board's efforts to raise rates during the period, the supply/demand imbalance spurred by the Treasury buybacks helped ensure our success.

Q. John, what's your outlook?

J.A. I'm bullish overall, as business remains strong in many areas of the economy, although I temper that enthusiasm with concern about interest rates rising further. In this uncertain environment, I believe the market will begin to focus more on revenues and earnings. As such, the companies capable of delivering robust top-line growth and strong bottom-line earnings should be the ones to reap the rewards. Given the extent to which technology and the Internet have transformed the global landscape, I expect we'll see strong performance from this sector going forward.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of June 30, 2000, more than $304 million

Manager: John Avery, since 1998, and
Kevin Grant, since 1996; John Avery joined
Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 56.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.4%

Aerospace & Defense - 0.2%

Boeing Co.

13,700

$ 572,831

Textron, Inc.

4,200

228,113

800,944

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

506,825

TOTAL AEROSPACE & DEFENSE

1,307,769

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

14,104

617,050

Praxair, Inc.

16,100

602,744

1,219,794

Metals & Mining - 0.1%

Alcoa, Inc.

13,000

377,000

TOTAL BASIC INDUSTRIES

1,596,794

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.2%

AutoNation, Inc.

3,700

26,131

Danaher Corp.

9,600

474,600

500,731

Consumer Electronics - 0.1%

General Motors Corp. Class H (a)

5,400

473,850

TOTAL DURABLES

974,581

ENERGY - 3.7%

Energy Services - 0.8%

Diamond Offshore Drilling, Inc.

15,200

533,900

Halliburton Co.

12,900

608,719

Nabors Industries, Inc. (a)

16,800

698,250

Schlumberger Ltd. (NY Shares)

9,000

671,625

2,512,494

Oil & Gas - 2.9%

BP Amoco PLC

63,962

602,975

Burlington Resources, Inc.

15,000

573,750

Chevron Corp.

10,000

848,125

Conoco, Inc. Class B

50,800

1,247,775

Exxon Mobil Corp.

53,366

4,189,231

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,317,438

8,779,294

TOTAL ENERGY

11,291,788

FINANCE - 7.4%

Banks - 1.0%

Bank of America Corp.

15,100

649,300

Shares

Value (Note 1)

Bank of New York Co., Inc.

41,700

$ 1,939,050

Chase Manhattan Corp.

10,500

483,656

3,072,006

Credit & Other Finance - 2.3%

American Express Co.

70,900

3,695,663

Citigroup, Inc.

56,325

3,393,581

7,089,244

Federal Sponsored Credit - 1.2%

Fannie Mae

32,400

1,690,875

Freddie Mac

45,300

1,834,650

3,525,525

Insurance - 1.5%

AFLAC, Inc.

9,300

427,219

American International Group, Inc.

30,300

3,560,250

Hartford Financial Services Group, Inc.

8,400

469,875

4,457,344

Securities Industry - 1.4%

Charles Schwab Corp.

25,150

845,669

Merrill Lynch & Co., Inc.

7,500

862,500

Morgan Stanley Dean Witter & Co.

31,900

2,655,675

4,363,844

TOTAL FINANCE

22,507,963

HEALTH - 5.9%

Drugs & Pharmaceuticals - 5.6%

American Home Products Corp.

15,900

934,125

Amgen, Inc.

11,600

814,900

Bristol-Myers Squibb Co.

48,200

2,807,650

Eli Lilly & Co.

39,000

3,895,125

Merck & Co., Inc.

11,300

865,863

Pfizer, Inc.

84,700

4,065,600

Schering-Plough Corp.

72,400

3,656,200

17,039,463

Medical Equipment & Supplies - 0.3%

Johnson & Johnson

4,600

468,625

Medtronic, Inc.

10,000

498,125

966,750

TOTAL HEALTH

18,006,213

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.6%

General Electric Co.

206,400

10,939,184

Industrial Machinery & Equipment - 0.8%

Tyco International Ltd.

53,870

2,552,091

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,491,275

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - 4.3%

Broadcasting - 1.6%

AT&T Corp. - Liberty Media Group
Class A (a)

44,000

$ 1,067,000

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

540

Clear Channel Communications, Inc. (a)

15,400

1,155,000

Infinity Broadcasting Corp. Class A (a)

29,600

1,078,550

NTL, Inc. warrants 10/14/08 (a)

199

8,159

Time Warner, Inc.

20,208

1,535,808

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

4,500

4,849,557

Entertainment - 1.8%

MGM Grand, Inc.

12,500

401,563

Viacom, Inc. Class B (non-vtg.) (a)

56,389

3,845,025

Walt Disney Co.

29,100

1,129,444

5,376,032

Publishing - 0.7%

McGraw-Hill Companies, Inc.

42,100

2,273,400

Restaurants - 0.2%

McDonald's Corp.

20,500

675,219

TOTAL MEDIA & LEISURE

13,174,208

NONDURABLES - 1.6%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

16,700

1,247,281

Seagram Co. Ltd.

6,100

358,460

The Coca-Cola Co.

19,300

1,108,544

2,714,285

Household Products - 0.5%

Clorox Co.

14,700

658,744

Colgate-Palmolive Co.

12,100

724,488

1,383,232

Tobacco - 0.2%

Philip Morris Companies, Inc.

22,400

595,000

TOTAL NONDURABLES

4,692,517

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(k)

3

34

The Limited, Inc.

26,800

579,550

579,584

General Merchandise Stores - 1.6%

Kohls Corp. (a)

9,300

517,313

Target Corp.

21,400

1,241,200

Wal-Mart Stores, Inc.

54,900

3,163,613

4,922,126

Retail & Wholesale, Miscellaneous - 1.1%

Best Buy Co., Inc. (a)

800

50,600

Shares

Value (Note 1)

Home Depot, Inc.

53,550

$ 2,674,153

Lowe's Companies, Inc.

11,100

455,794

3,180,547

TOTAL RETAIL & WHOLESALE

8,682,257

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,531,875

Services - 0.2%

Ecolab, Inc.

18,100

707,031

TOTAL SERVICES

2,238,906

TECHNOLOGY - 19.0%

Communications Equipment - 5.3%

Cisco Systems, Inc. (a)

111,000

7,055,438

Comverse Technology, Inc. (a)

8,100

753,300

Corning, Inc.

4,000

1,079,500

Lucent Technologies, Inc.

30,200

1,789,350

Nokia AB sponsored ADR

34,200

1,707,863

Nortel Networks Corp.

53,100

3,683,465

16,068,916

Computer Services & Software - 3.4%

America Online, Inc. (a)

25,950

1,368,863

BEA Systems, Inc. (a)

14,100

697,069

DecisionOne Corp.

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Inktomi Corp. (a)

3,400

402,050

Microsoft Corp. (a)

40,400

3,232,000

Oracle Corp. (a)

38,700

3,253,219

VeriSign, Inc. (a)

4,392

775,188

Yahoo!, Inc. (a)

6,200

768,025

10,496,420

Computers & Office Equipment - 4.5%

Compaq Computer Corp.

33,600

858,900

Dell Computer Corp. (a)

42,700

2,105,644

EMC Corp. (a)

50,100

3,854,569

Hewlett-Packard Co.

8,400

1,048,950

International Business Machines Corp.

24,000

2,629,500

Network Appliance, Inc. (a)

8,300

668,150

Pitney Bowes, Inc.

11,000

440,000

Sun Microsystems, Inc. (a)

22,800

2,073,375

13,679,088

Electronic Instruments - 0.5%

Applied Materials, Inc. (a)

10,400

942,500

KLA-Tencor Corp. (a)

8,400

491,925

1,434,425

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - 5.3%

Analog Devices, Inc. (a)

12,900

$ 980,400

Broadcom Corp. Class A (a)

4,200

919,538

Flextronics International Ltd. (a)

6,500

446,469

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

39,300

5,253,919

JDS Uniphase Corp. (a)

12,200

1,462,475

Micron Technology, Inc. (a)

20,400

1,796,475

Motorola, Inc.

32,900

956,156

Sanmina Corp. (a)

7,900

675,450

Texas Instruments, Inc.

55,100

3,784,681

16,275,563

TOTAL TECHNOLOGY

57,954,412

UTILITIES - 5.7%

Cellular - 2.5%

China Telecom (Hong Kong) Ltd. (a)

90,000

800,156

Leap Wireless International, Inc.:

warrants 4/15/10 (a)(g)

75

0

warrants 4/15/10 (a)

65

0

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

725

warrants 1/15/07 (CV ratio .6) (a)

50

213

McCaw International Ltd. warrants 4/16/07 (a)(g)

290

725

Nextel Communications, Inc. Class A (a)

23,400

1,431,788

Sprint Corp. - PCS Group Series 1 (a)

35,100

2,088,450

Vodafone AirTouch PLC sponsored ADR

37,800

1,566,338

VoiceStream Wireless Corp. (a)

14,700

1,709,564

7,597,959

Electric Utility - 0.3%

AES Corp. (a)

21,800

994,625

Gas - 0.5%

Dynegy, Inc. Class A

11,600

792,425

Enron Corp.

9,200

593,400

1,385,825

Telephone Services - 2.4%

Allegiance Telecom, Inc. (a)

6,900

441,600

AT&T Corp.

16,604

525,102

BellSouth Corp.

32,000

1,364,000

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(g)

70

175

Level 3 Communications, Inc. (a)

5,400

475,200

McLeodUSA, Inc. Class A (a)

37,600

777,850

Ono Finance PLC rights 5/31/09 (a)(g)

210

2,100

Qwest Communications
International, Inc. (a)

13,600

675,750

SBC Communications, Inc.

37,170

1,607,603

Shares

Value (Note 1)

Sprint Corp. - FON Group

12,300

$ 627,300

WorldCom, Inc. (a)

19,489

894,058

7,390,738

TOTAL UTILITIES

17,369,147

TOTAL COMMON STOCKS

(Cost $133,038,091)

173,287,830

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

MediaOne Group, Inc.
(Vodafone AirTouch PLC) $3.63 PIES

4,700

423,000

Nonconvertible Preferred Stocks - 0.2%

ENERGY - 0.0%

Energy Services - 0.0%

R&B Falcon Corp. 13.875%

113

128,255

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II 8.875%

50

44,513

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital
Trust II 7.875%

190

173,333

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. 11.125% pay-in-kind

2,136

223,212

Publishing - 0.0%

PRIMEDIA, Inc. Series D, $10.00

600

55,500

TOTAL MEDIA & LEISURE

278,712

TOTAL NONCONVERTIBLE PREFERRED STOCKS

624,813

TOTAL PREFERRED STOCKS

(Cost $970,382)

1,047,813

Corporate Bonds - 15.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.1%

HEALTH - 0.4%

Drugs & Pharmaceuticals - 0.4%

Roche Holdings, Inc.
0% 1/19/15 (g)

-

$ 1,261,000

1,153,815

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Liberty Media Corp.
3.75% 2/15/30 (g)

Baa3

$ 481,000

$ 521,885

TECHNOLOGY - 0.4%

Computers & Office Equipment - 0.4%

Juniper Networks, Inc. 4.75% 3/15/07

B-

1,220,000

1,349,625

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (g)

B1

308,000

318,780

Telephone Services - 0.0%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

203,000

183,842

TOTAL UTILITIES

502,622

TOTAL CONVERTIBLE BONDS

3,527,947

Nonconvertible Bonds - 14.1%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co.
7.9% 3/1/03 (g)

Baa2

240,000

240,662

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.2%

Huntsman Corp.
9.5% 7/1/07 (g)

B2

370,000

337,625

Lyondell Chemical Co. 10.875% 5/1/09

B2

340,000

337,450

675,075

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

160,000

145,600

Packaging & Containers - 0.1%

Gaylord Container Corp. 9.75% 6/15/07

Caa1

210,000

163,800

Paper & Forest Products - 0.1%

APP China Group Ltd.
14% 3/15/10 unit (g)

B3

150,000

94,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Fort James Corp.
6.625% 9/15/04

Baa2

$ 45,000

$ 43,274

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

230,000

202,400

340,174

TOTAL BASIC INDUSTRIES

1,324,649

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.1%

Dayton Superior Corp.
13% 6/15/09 unit (g)

B3

160,000

158,400

Construction - 0.0%

Lennar Corp.
9.95% 5/1/10 (g)

Ba1

25,000

24,625

Real Estate - 0.2%

Duke Realty LP
7.3% 6/30/03

Baa1

500,000

491,350

LNR Property Corp.
9.375% 3/15/08

B1

160,000

139,200

630,550

Real Estate Investment Trusts - 0.8%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

100,000

93,160

Equity Office
Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

954,410

6.625% 2/15/05

Baa1

200,000

188,948

6.75% 2/15/08

Baa1

100,000

91,609

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

120,000

92,400

ProLogis Trust
6.7% 4/15/04

Baa1

70,000

66,675

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

86,265

6.875% 2/1/05

Baa2

1,000,000

956,150

2,529,617

TOTAL CONSTRUCTION & REAL ESTATE

3,343,192

ENERGY - 0.6%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

125,213

Energy Services - 0.0%

R&B Falcon Corp.
12.25% 3/15/06

Ba3

100,000

109,000

Oil & Gas - 0.6%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

351,209

Apache Corp.:

7.625% 7/1/19

Baa1

155,000

149,662

7.7% 3/15/26

Baa1

65,000

62,636

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

$ 100,000

$ 90,750

Chesapeake Energy Corp. 9.625% 5/1/05

B2

250,000

243,750

Conoco, Inc.
5.9% 4/15/04

A3

125,000

119,300

Ocean Energy, Inc.
7.625% 7/1/05

Ba1

190,000

179,550

Phillips Petroleum Co. 6.375% 3/30/09

Baa2

250,000

225,868

Plains Resources, Inc. Series B 10.25% 3/15/06

B2

200,000

198,000

YPF Sociedad Anonima
8% 2/15/04

B1

50,000

49,050

1,669,775

TOTAL ENERGY

1,903,988

FINANCE - 3.0%

Banks - 1.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

494,055

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

200,000

201,960

BankBoston Corp.
6.625% 2/1/04

A3

200,000

192,736

Barclays Bank PLC yankee 5.95% 7/15/01

A1

350,000

347,501

Capital One Bank
6.375% 2/15/03

Baa2

250,000

239,713

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

195,437

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

163,537

7.375% 9/17/04

Baa2

160,000

155,056

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

95,790

6.875% 11/15/02

Baa2

300,000

295,734

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

600,000

597,336

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

100,000

100,469

Summit Bancorp
8.625% 12/10/02

BBB+

100,000

101,231

3,284,329

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Credit & Other Finance - 1.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

$ 250,000

$ 227,325

AMRESCO, Inc.
9.875% 3/15/05

Caa3

220,000

102,300

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

233,693

Bellsouth Capital Funding Corp. 7.75% 2/15/10

Aa3

160,000

160,006

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

100,000

98,811

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,279

7.1% 6/23/04

A3

200,000

193,952

Finova Capital Corp.:

6.11% 2/18/03

Baa2

200,000

176,000

7.25% 11/8/04

Baa2

100,000

89,000

Ford Motor Credit Co.:

6.5% 2/28/02

A2

1,000,000

984,150

7.875% 6/15/10

A2

1,040,000

1,041,477

Household Finance Corp. 8% 5/9/05

A2

300,000

302,541

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

20,000

17,000

Imperial Credit Industries 9.875% 1/15/07

B3

330,000

237,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

340,000

323,513

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

353,265

6.875% 11/15/28

Baa1

735,000

635,510

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

98,000

TXU Eastern Funding 6.75% 5/15/09

Baa1

100,000

89,417

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

60,000

51,537

5,464,376

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

499,445

TOTAL FINANCE

9,248,150

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Unilab Corp.
12.75% 10/1/09

B3

70,000

72,100

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

844,770

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.1%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

$ 155,000

$ 134,850

7.875% 1/1/09

Ba2

170,000

144,500

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

120,000

112,946

392,296

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,237,066

MEDIA & LEISURE - 3.0%

Broadcasting - 2.6%

ACME Television LLC/ACME Financial Corp. 0% 9/30/04 (e)

B3

200,000

191,000

Adelphia Communications Corp. 9.875% 3/1/05

B1

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

608,036

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

194,500

Callahan Nordrhein Westfalen 14% 7/15/10 (g)

B3

250,000

250,000

CapStar Broadcasting Partners, Inc.
0% 2/1/09 (e)

B2

190,000

173,375

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

320,000

181,600

8.25% 4/1/07

B2

180,000

159,300

8.625% 4/1/09

B2

180,000

158,850

Continental Cablevision, Inc. 8.3% 5/15/06

A2

215,000

220,093

Diamond Cable Communications PLC
0% 2/15/07 (e)

B3

210,000

161,175

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

130,000

83,200

EchoStar DBS Corp. 9.375% 2/1/09

B2

260,000

250,900

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (g)

B3

195,000

173,550

International Cabletel, Inc. 0% 2/1/06 (e)

B3

250,000

230,000

LIN Holdings Corp.
0% 3/1/08 (e)

B3

270,000

177,525

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

$ 150,000

$ 143,127

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

150,000

103,500

NTL, Inc. 0% 4/1/08 (e)

B3

560,000

347,200

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

170,000

166,600

Satelites Mexicanos SA de CV 11.28% 6/30/04 (g)(i)

B1

74,000

67,340

Shaw Communications, Inc. 8.25% 4/11/10

Baa2

140,000

141,135

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

65,000

34,938

10.75% 3/15/10

B3

25,000

24,875

TCI Communications Financing III
9.65% 3/31/27

A3

180,000

198,864

Telewest PLC 0% 10/1/07 (e)

B1

270,000

257,850

Time Warner, Inc.
8.18% 8/15/07

Baa3

910,000

927,918

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (e)

B2

380,000

349,600

Series D 0% 5/15/06 (e)

B2

30,000

27,600

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

230,000

115,000

0% 2/1/10 (e)

B2

270,000

126,900

10.875% 11/1/07

B2

480,000

432,000

10.875% 8/1/09

B2

275,000

242,000

11.25% 11/1/09

B2

15,000

13,125

USA Networks, Inc./USANi LLC
6.75% 11/15/05

Baa3

580,000

552,450

7,817,676

Entertainment - 0.0%

Regal Cinemas, Inc. 9.5% 6/1/08

Ca

355,000

88,750

Lodging & Gaming - 0.0%

Horseshoe Gaming LLC 8.625% 5/15/09

B2

70,000

65,800

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

85,500

151,300

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

480,685

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

66,850

7.28% 6/30/28

Baa3

200,000

172,432

7.3% 4/30/28

Baa3

170,000

145,143

865,110

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Restaurants - 0.1%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

$ 170,000

$ 161,500

TOTAL MEDIA & LEISURE

9,084,336

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.625% 12/15/05

Baa3

150,000

143,370

6.8% 12/15/08

Baa3

200,000

187,565

330,935

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

200,000

185,752

TOTAL NONDURABLES

516,687

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

420,000

216,300

7.125% 1/15/07

Caa1

110,000

58,300

274,600

General Merchandise Stores - 0.1%

Federated Department Stores, Inc.
6.79% 7/15/27

Baa1

500,000

483,520

Grocery Stores - 0.1%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (d)

C

450,000

9,000

12% 3/1/06 (d)

Caa3

10,000

1,250

Kroger Co. 6% 7/1/00

Baa3

200,000

199,962

210,212

TOTAL RETAIL & WHOLESALE

968,332

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

40,200

Services - 0.1%

SITEL Corp.
9.25% 3/15/06

B3

250,000

220,000

TOTAL SERVICES

260,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.6%

Computer Services & Software - 0.3%

Concentric Network Corp. 12.75% 12/15/07

B-

$ 50,000

$ 52,500

Covad Communications Group, Inc.
12% 2/15/10

B3

355,000

275,125

Exodus Communications, Inc. 11.625% 7/15/10 (g)

B

280,000

281,400

PSINet, Inc.
10.5% 12/1/06

B3

260,000

239,200

848,225

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

300,000

284,763

7.25% 9/1/02

Baa1

250,000

241,973

Globix Corp.
12.5% 2/1/10

B-

95,000

78,375

605,111

Electronic Instruments - 0.0%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

80,000

73,600

Electronics - 0.1%

ChipPAC International Ltd. 12.75% 8/1/09

B3

40,000

43,000

Hadco Corp.
9.5% 6/15/08

B2

140,000

140,350

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

52,000

55,510

238,860

TOTAL TECHNOLOGY

1,765,796

TRANSPORTATION - 0.9%

Air Transportation - 0.4%

Atlas Air, Inc.:

8.77% 1/2/11

Ba1

86,129

83,115

9.375% 11/15/06

B3

220,000

213,400

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

70,000

67,683

7.73% 9/15/12

Baa1

28,243

26,975

Delta Air Lines, Inc.
7.9% 12/15/09

Baa3

500,000

464,750

US Air, Inc.
9.625% 2/1/01

B3

430,000

425,700

1,281,623

Railroads - 0.5%

Burlington Northern
Santa Fe Corp.:

6.875% 12/1/27

Baa2

1,000,000

860,780

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Burlington Northern
Santa Fe Corp.: - continued

7.29% 6/1/36

Baa2

$ 150,000

$ 146,609

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

332,302

1,339,691

TOTAL TRANSPORTATION

2,621,314

UTILITIES - 3.4%

Cellular - 0.5%

Cellnet Data Systems, Inc. 0% 10/1/07 (e)

-

300,000

24,000

Clearnet Communications, Inc. yankee 0% 12/15/05 (e)

B3

200,000

206,000

Crown Castle International Corp. 10.75% 8/1/11

B3

45,000

45,675

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

50,000

50,375

Leap Wireless International, Inc.:

0% 4/15/10 (e)(g)

-

65,000

27,300

12.5% 4/15/10 (g)

Caa2

75,000

66,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

270,000

205,200

Millicom International Cellular SA
0% 6/1/06 (e)

Caa1

241,000

204,850

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

420,000

312,900

9.375% 11/15/09

B1

170,000

163,200

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

B2

295,000

197,650

10.375% 11/15/09

B2

170,000

176,800

1,679,950

Electric Utility - 0.4%

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

300,000

267,204

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

165,000

166,115

Illinois Power Co.
7.5% 6/15/09

Baa1

150,000

146,427

Israel Electric Corp. Ltd. 7.75% 12/15/27 (g)

A3

545,000

467,147

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

$ 75,000

$ 77,640

Texas Utilities Co.
6.375% 1/1/08

Baa3

100,000

90,325

1,214,858

Gas - 0.3%

CMS Panhandle
Holding Co.:

6.125% 3/15/04

Baa3

150,000

141,675

7% 7/15/29

Baa3

150,000

125,880

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

500,000

499,900

767,455

Telephone Services - 2.2%

Allegiance Telecom, Inc. 12.875% 5/15/08

B3

200,000

216,500

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

700,000

695,681

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

935,000

949,895

Esat Telecom Group PLC 0% 2/1/07 (e)

Aa1

230,000

213,900

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

180,000

176,400

Global TeleSystems Group, Inc. 9.875% 2/15/05

Caa1

330,000

227,700

Globenet Communication Group Ltd.
13% 7/15/07

Caa1

560,000

565,600

Hermes Europe Railtel BV 11.5% 8/15/07

B3

150,000

125,250

ICG Holdings, Inc.
0% 9/15/05 (e)

B3

260,000

249,600

Intermedia Communications, Inc.
0% 3/1/09 (e)

B3

330,000

200,475

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

170,000

141,100

NEXTLINK Communications, Inc.
0% 12/1/09 (e)

B2

500,000

287,500

Ono Finance PLC
13% 5/1/09

Caa1

215,000

203,175

Rhythms NetConnections, Inc. 14% 2/15/10 (g)

B3

200,000

144,000

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

220,000

204,882

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

429,626

7.7% 7/20/29

Baa1

666,000

627,152

Versatel Telecom
International NV
13.25% 5/15/08

B3

150,000

152,250

Viatel, Inc. 11.25% 4/15/08

B3

250,000

187,500

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

WinStar Communications, Inc. 12.75% 4/15/10 (g)

B3

$ 450,000

$ 434,250

WorldCom, Inc.
8.875% 1/15/06

A3

184,000

190,782

6,623,218

TOTAL UTILITIES

10,285,481

TOTAL NONCONVERTIBLE BONDS

42,871,953

TOTAL CORPORATE BONDS

(Cost $48,683,174)

46,399,900

U.S. Government and Government
Agency Obligations - 10.4%

U.S. Government Agency Obligations - 1.7%

Fannie Mae:

6.5% 4/29/09

Aaa

1,600,000

1,494,752

7.125% 2/15/05

Aaa

1,315,000

1,320,339

7.25% 5/15/30

Aaa

660,000

673,435

Federal Home Loan Bank 7.59% 3/10/05

Aaa

190,000

193,859

Freddie Mac:

5.75% 3/15/09

Aaa

800,000

728,624

6.25% 7/15/04

Aaa

310,000

301,379

6.875% 1/15/05

Aaa

185,000

183,844

7% 7/15/05

Aaa

250,000

249,650

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

34,670

35,168

Tennessee Valley Authority 7.125% 5/1/30

Aaa

140,000

140,588

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

5,321,638

U.S. Treasury Obligations - 8.7%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

1,660,000

1,676,600

8.875% 8/15/17

Aaa

3,805,000

4,850,195

9.875% 11/15/15

Aaa

625,000

847,463

14% 11/15/11

Aaa

490,000

680,488

U.S. Treasury Notes:

5.5% 5/31/03

Aaa

6,000,000

5,861,220

5.5% 2/15/08

Aaa

100,000

95,719

5.625% 9/30/01

Aaa

140,000

138,512

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

5.875% 10/31/01

Aaa

$ 1,950,000

$ 1,934,771

5.875% 11/15/04

Aaa

2,850,000

2,808,590

6.5% 5/31/02

Aaa

3,010,000

3,013,763

7% 7/15/06

Aaa

3,750,000

3,885,938

U.S. Treasury Notes -
coupon STRIPS
0% 11/15/11

Aaa

1,430,000

709,652

TOTAL U.S. TREASURY OBLIGATIONS

26,502,911

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $31,715,419)

31,824,549

U.S. Government Agency -
Mortgage Securities - 13.0%

Fannie Mae - 9.1%

5.5% 2/1/11

Aaa

156,534

145,429

6% 4/1/09 to 1/1/29

Aaa

1,860,194

1,734,133

6.5% 11/1/25 to 7/1/29

Aaa

11,136,937

10,514,432

6.5% 7/1/30 (h)

Aaa

3,500,000

3,298,750

7% 12/1/24 to 9/1/28

Aaa

3,344,454

3,236,903

7.5% 5/1/15 to 1/1/30

Aaa

8,490,673

8,375,883

8% 12/1/29

Aaa

499,027

501,053

TOTAL FANNIE MAE

27,806,583

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

367,456

363,782

Government National Mortgage Association - 3.8%

6.5% 4/15/28 to 4/15/29

Aaa

10,337,543

9,813,560

7% 1/15/28 to 12/15/28

Aaa

636,734

619,020

7.5% 6/15/27 to 3/15/28

Aaa

1,153,223

1,145,846

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,578,426

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $41,146,234)

39,748,791

Asset-Backed Securities - 0.8%

American Express Credit Account Master Trust
6.1% 12/15/06

A1

200,000

192,297

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

510,000

503,067

6.4% 12/15/02

Aa2

80,000

78,960

7.03% 11/15/03

Aaa

145,000

144,887

Key Auto Finance Trust:

6.3% 10/15/03

A2

197,699

196,711

6.65% 10/15/03

Baa3

59,053

58,979

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Premier Auto Trust
5.59% 2/9/04

Aaa

$ 1,000,000

$ 970,310

Sears Credit Account Master Trust II
7.5% 11/15/07

A2

200,000

200,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,390,044)

2,345,211

Commercial Mortgage Securities - 0.9%

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

202,245

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (g)(i)

A2

300,000

299,543

Class E, 7.4913% 1/10/13 (g)(i)

Baa2

420,000

418,130

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

500,000

501,484

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(i)

Baa3

500,000

432,285

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

450,000

454,359

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

500,000

473,242

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,876,556)

2,781,288

Foreign Government and Government
Agency Obligations (j) - 0.2%

Korean Republic yankee:

8.75% 4/15/03

Baa2

80,000

81,437

8.875% 4/15/08

Baa2

116,000

119,654

Quebec Province yankee:

6.86% 4/15/26 (f)

A2

250,000

240,255

7.125% 2/9/24

A2

30,000

28,337

7.5% 7/15/23

A2

30,000

29,574

United Mexican States 9.875% 2/1/10

Baa3

200,000

209,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $727,451)

708,257

Supranational Obligations - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

$ 500,000

$ 476,310

Cash Equivalents - 3.0%

Shares

Taxable Central Cash Fund,
6.59% (c)
(Cost $9,219,794)

9,219,794

9,219,794

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $271,264,000)

307,839,743

NET OTHER ASSETS - (0.9)%

(2,855,046)

NET ASSETS - 100%

$ 304,984,697

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end,
the value of these securities amounted to $8,427,464 or 2.8% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value
of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.2%

AAA, AA, A

25.5%

Baa

6.9%

BBB

5.9%

Ba

0.4%

BB

0.6%

B

3.9%

B

4.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.5%. FMR has determined that unrated debt securities that are lower quality account for 0.5% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $224,411,074 and $262,292,592, respectively, of which long-term U.S. government and government agency obligations aggregated $59,871,450 and $60,369,656, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $8,986 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $34 and 0% of net assets.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $266,299,649. Net unrealized appreciation aggregated $41,540,094, of which $50,485,729 related to appreciated investment securities and $8,945,635 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $271,264,000) -
See accompanying schedule

$ 307,839,743

Commitment to sell securities on a delayed delivery basis

$ (5,690,625)

Receivable for securities sold on a delayed delivery basis

5,685,000

(5,625)

Receivable for investments sold, regular delivery

3,535,259

Cash

23,298

Receivable for fund shares sold

242,446

Dividends receivable

49,966

Interest receivable

1,666,464

Other receivables

44,424

Total assets

313,395,975

Liabilities

Payable for investments purchased
Regular delivery

4,592,826

Delayed delivery

3,294,642

Payable for fund shares redeemed

376,552

Accrued management fee

108,417

Distribution fees payable

2,544

Other payables and
accrued expenses

36,297

Total liabilities

8,411,278

Net Assets

$ 304,984,697

Net Assets consist of:

Paid in capital

$ 259,384,219

Undistributed net investment income

5,026,674

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

4,004,148

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

36,569,656

Net Assets

$ 304,984,697

Initial Class:
Net Asset Value, offering price
and redemption price per share ($274,792,464
÷
18,214,675 shares)

$15.09

Service Class:
Net Asset Value, offering
price and redemption price
per share ($29,480,101
÷
1,961,121 shares)

$15.03

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($712,132
÷ 47,418 shares)

$15.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 1,026,288

Interest

4,833,980

Security lending

131

Total income

5,860,399

Expenses

Management fee

$ 667,765

Transfer agent fees

101,971

Distribution fees

13,916

Accounting and security lending fees

59,780

Non-interested trustees' compensation

506

Custodian fees and expenses

13,860

Audit

14,098

Legal

1,823

Reports to shareholders

309

Miscellaneous

137

Total expenses before reductions

874,165

Expense reductions

(26,193)

847,972

Net investment income

5,012,427

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,969,880

Foreign currency transactions

(4,097)

4,965,783

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,411,603)

Assets and liabilities in
foreign currencies

(1,569)

Delayed delivery commitments

(5,625)

(11,418,797)

Net gain (loss)

(6,453,014)

Net increase (decrease) in net assets resulting from operations

$ (1,440,587)

Other Information

Expense reductions
Directed brokerage arrangements

$ 25,816

Custodian credits

377

$ 26,193

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 5,012,427

$ 10,132,202

Net realized gain (loss)

4,965,783

7,580,954

Change in net unrealized appreciation (depreciation)

(11,418,797)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(1,440,587)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(8,369,238)

(8,692,279)

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(27,604,335)

36,165,081

Total increase (decrease) in net assets

(47,440,129)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $5,026,674 and $10,132,202, respectively)

$ 304,984,697

$ 352,424,826

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

800,778

$ 11,898,820

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(4,066,967)

(61,054,219)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,120,016)

$ (32,249,345)

1,237,404

$ 18,893,878

Service Class
Sold

289,094

$ 4,329,594

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,571

37,189

563,405

Redeemed

(125,685)

(1,874,764)

(43,583)

(679,444)

Net increase (decrease)

264,264

$ 3,938,401

1,101,906

$ 17,271,203

Service Class 2 A
Sold

47,040

$ 701,059

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(2)

(31)

-

-

Net increase (decrease)

47,418

$ 706,609

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 7,684,570

$ 8,389,449

Service Class

682,102

302,830

Service Class 2 A

2,566

-

Total

$ 8,369,238

$ 8,692,279

$ 18,395,207

$ 16,171,682

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 H

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

$ 10.00

Income from Investment Operations

Net investment income

.24 D

.45 D

.44 D

.44 D

.33

.14

Net realized and unrealized gain (loss)

(.27)

.24

2.00

2.22

.78

1.25

Total from investment operations

(.03)

.69

2.44

2.66

1.11

1.39

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

(.14)

From net realized gain

(.40)

(.43)

(.55)

-

(.04)

(.08)

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

(.22)

Net asset value, end of period

$ 15.09

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Total Return B, C

(0.06)%

4.55%

17.64%

22.18%

9.98%

13.92%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 274,792

$ 325,371

$ 307,681

$ 214,538

$ 103,110

$ 43,155

Ratio of expenses to average net assets

.55% A

.57%

.59%

.61%

.72%

1.42% F

Ratio of expenses to average net assets after
expense reductions

.53% A, G

.55% G

.58% G

.60% G

.71% G

1.42%

Ratio of net investment income to average net assets

3.20% A

2.87%

2.94%

3.28%

3.63%

3.56%

Portfolio turnover

148% A

108%

94%

98%

163%

248%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.23

.43

.41

.08

Net realized and unrealized gain (loss)

(.27)

.24

1.98

.35

Total from investment operations

(.04)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net realized gain

(.40)

(.43)

(.55)

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 15.03

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(0.13)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 29,480

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.65% A

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.63% A, G

.66% G

.69% G

.71% A

Ratio of net investment income to average net assets

3.10% A

2.77%

2.79%

3.43% A

Portfolio turnover

148% A

108%

94%

98%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income D

.20

Net realized and unrealized gain (loss)

.10 G

Total from investment operations

.30

Less Distributions

From net investment income

(.47)

From net realized gain

(.40)

Total distributions

(.87)

Net asset value, end of period

$ 15.02

Total Return B, C

2.05%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 712

Ratio of expenses to average net assets

.79% A

Ratio of expenses to average net assets after expense reductions

.77% A, F

Ratio of net investment income to average net assets

2.96% A

Portfolio turnover

148% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

276,319,488.69

94.617

Against

4,151,739.32

1.422

Abstain

11,567,630.61

3.961

TOTAL

292,038,858.62

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

272,189,750.93

93.203

Against

4,507,278.92

1.544

Abstain

15,341,828.77

5.253

TOTAL

292,038,858.62

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

268,161,500.09

91.824

Against

5,337,639.43

1.828

Abstain

18,539,719.10

6.348

TOTAL

292,038,858.62

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,614,072.73

91.636

Against

5,806,227.04

1.989

Abstain

18,618,558.85

6.375

TOTAL

292,038,858.62

100.000

PROPOSAL 7

To modify the fund's fundamental investment objective and eliminate a fundamental investment policy of the fund.

Affirmative

267,914,892.06

91.739

Against

7,333,491.83

2.512

Abstain

16,790,474.73

5.749

TOTAL

292,038,858.62

100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning diversification.

Affirmative

267,037,890.43

91.439

Against

7,842,324.91

2.686

Abstain

17,158,643.28

5.875

TOTAL

292,038,858.62

100.000

PROPOSAL 9

To amend the fundamental investment limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

266,860,588.67

91.378

Against

8,492,005.75

2.908

Abstain

16,686,264.20

5.714

TOTAL

292,038,858.62

100.000

PROPOSAL 10

To amend the fundamental investment limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,900,537.74

91.735

Against

7,342,176.47

2.514

Abstain

16,796,144.41

5.751

TOTAL

292,038,858.62

100.000

* Denotes trust-wide proposals and voting results.

Balanced Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
year

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Service Class

5.69%

17.10%

17.79%

Asset Manager: Growth Composite

6.73%

18.15%

15.37%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

LB 3 Month T-Bill

5.57%

5.41%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.

* not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $24,529 - a 145.29% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,079 over the same period - a 240.79% increase. If $10,000 was invested in the Lehman Brothers Aggregate
Bond Index, it would have grown to $
14,798 - a 47.98% increase.
You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $
26,247 - a 162.47% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.8

Intel Corp.

2.4

Cisco Systems, Inc.

2.4

Microsoft Corp.

2.3

Pfizer, Inc.

1.6

11.5

Top Five Market Sectors as of June 30, 2000

(stocks only)

% of fund's
net assets

Technology

29.1

Health

9.3

Finance

6.4

Utilities

6.0

Energy

4.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock Class 73.4%

Bond Class 20.6%

Short-Term Class 6.0%



* Foreign
investments 4.4%

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bart Grenier became Portfolio Manager of Asset Manager: Growth Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000, the fund trailed the Asset Manager: Growth Composite Index, which returned 0.95% and 6.73%, respectively.

Q. What asset allocation strategies did you pursue during the six-month period?

A. The fund continued to slightly emphasize equities, with just over 71% of its assets on average invested in this class during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an advantage over the composite index early in the period. However, even with the equity rally in June, the fund's gains during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May. On the bond side, the fund focused on high-yield securities, which hurt, although our exposure to investment-grade debt did help offset some of those losses.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider maintained the fund's tilt toward the sectors of the economy with a high growth orientation. The fund's overweighting in technology aided performance, as we were able to uncover several large, high-quality tech names that effectively weathered the correction in the spring and posted big numbers for the period. We also took advantage of several good growth stories among some smaller-cap companies that fared extremely well. Our best tech picks overall included Texas Instruments, LSI Logic, Integrated Device Technology and Comverse. The fund's exposure to health stocks, particularly IVAX, Techne and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, including mutual fund distributor Waddell & Reed and insurer American International Group, were meaningful contributors. Conversely, we were caught holding a handful of disappointments within the tech sector, notably Microsoft, Lucent Technologies, QLogic and Harmonic. Steve sold off fund positions in Waddell & Reed, QLogic and Harmonic prior to the close of the period. The decline in retail stocks during the period dragged down fund holdings Wal-Mart and Home Depot. Poorly performing utility stocks, most notably Qualcomm and AT&T, also weighed on performance. Overall, the equity subportfolio trailed the Standard & Poor's 500 Index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the fund's bond subportfolio fare?

A. Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. The decision to reduce the fund's exposure to long-term corporate bonds was a good one, as the performance of these securities deteriorated along side all other spread sectors during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio. On the other hand, high-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$564 million

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.7%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.3%

Northrop Grumman Corp.

8,400

$ 556,500

Textron, Inc.

16,700

907,019

1,463,519

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Eastman Chemical Co.

8,600

410,650

Engelhard Corp.

24,200

412,913

Pharmacia Corp.

38,700

2,000,306

Praxair, Inc.

11,500

430,531

W.R. Grace & Co. (a)

37,300

452,263

3,706,663

Paper & Forest Products - 0.2%

Westvaco Corp.

39,800

987,538

TOTAL BASIC INDUSTRIES

4,694,201

CONSTRUCTION & REAL ESTATE - 0.1%

Engineering - 0.1%

MasTec, Inc. (a)

20,100

767,569

DURABLES - 0.2%

Consumer Durables - 0.1%

Minnesota Mining & Manufacturing Co.

5,500

453,750

Consumer Electronics - 0.1%

Whirlpool Corp.

8,300

386,988

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

10,400

366,600

TOTAL DURABLES

1,207,338

ENERGY - 4.5%

Energy Services - 0.1%

BJ Services Co. (a)

11,900

743,750

Oil & Gas - 4.4%

Amerada Hess Corp.

28,000

1,729,000

EOG Resources, Inc.

25,400

850,900

Exxon Mobil Corp.

106,800

8,383,800

Murphy Oil Corp.

28,200

1,676,138

Noble Affiliates, Inc.

21,300

793,425

Occidental Petroleum Corp.

89,600

1,887,200

Ocean Energy, Inc. (a)

136,900

1,942,269

Royal Dutch Petroleum Co. (NY Shares)

66,300

4,081,594

Tosco Corp.

26,600

753,113

Valero Energy Corp.

54,400

1,727,200

Vintage Petroleum, Inc.

35,800

807,738

24,632,377

TOTAL ENERGY

25,376,127

Shares

Value (Note 1)

FINANCE - 6.4%

Banks - 1.1%

Bank of America Corp.

50,800

$ 2,184,400

Northern Trust Corp.

10,100

657,131

Silicon Valley Bancshares (a)

36,600

1,560,075

Wells Fargo & Co.

51,000

1,976,250

6,377,856

Credit & Other Finance - 1.7%

American Express Co.

41,400

2,157,975

Citigroup, Inc.

125,700

7,573,425

9,731,400

Insurance - 1.9%

American International Group, Inc.

47,100

5,534,250

CIGNA Corp.

22,300

2,085,050

First Health Group Corp. (a)

23,500

771,094

Hartford Financial Services Group, Inc.

13,500

755,156

Marsh & McLennan Companies, Inc.

7,100

741,506

PMI Group, Inc.

13,200

627,000

10,514,056

Savings & Loans - 0.2%

Dime Bancorp, Inc.

37,000

582,750

Golden West Financial Corp.

17,300

706,056

1,288,806

Securities Industry - 1.5%

Bear Stearns Companies, Inc.

33,900

1,411,088

Eaton Vance Corp. (non-vtg.)

19,100

883,375

Lehman Brothers Holdings, Inc.

16,700

1,579,194

Merrill Lynch & Co., Inc.

14,600

1,679,000

Morgan Stanley Dean Witter & Co.

35,200

2,930,400

8,483,057

TOTAL FINANCE

36,395,175

HEALTH - 9.2%

Drugs & Pharmaceuticals - 6.2%

American Home Products Corp.

40,400

2,373,500

Amgen, Inc.

31,600

2,219,900

Andrx Corp. (a)

14,700

939,652

Bristol-Myers Squibb Co.

61,300

3,570,725

Eli Lilly & Co.

33,700

3,365,788

Forest Laboratories, Inc. (a)

9,400

949,400

IVAX Corp. (a)

63,500

2,635,250

Jones Pharma, Inc.

41,100

1,641,431

Merck & Co., Inc.

70,700

5,417,388

Pfizer, Inc.

192,675

9,248,400

Schering-Plough Corp.

45,400

2,292,700

34,654,134

Medical Equipment & Supplies - 2.0%

Abbott Laboratories

47,000

2,094,438

Johnson & Johnson

43,000

4,380,625

Millipore Corp.

15,300

1,153,238

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Techne Corp. (a)

22,400

$ 2,912,000

Varian Medical Systems, Inc. (a)

19,000

743,375

11,283,676

Medical Facilities Management - 1.0%

Quest Diagnostics, Inc. (a)

14,100

1,053,975

Trigon Healthcare, Inc. (a)

20,300

1,046,719

UnitedHealth Group, Inc.

32,400

2,778,300

Universal Health Services, Inc. Class B (a)

14,100

923,550

5,802,544

TOTAL HEALTH

51,740,354

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.5%

Adtran, Inc. (a)

25,300

1,514,838

General Electric Co.

304,600

16,143,777

Scientific-Atlanta, Inc.

30,600

2,279,700

19,938,315

Industrial Machinery & Equipment - 0.9%

Asyst Technologies, Inc. (a)

37,800

1,294,650

Deere & Co.

34,400

1,272,800

Tyco International Ltd.

52,300

2,477,713

5,045,163

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

24,983,478

MEDIA & LEISURE - 2.7%

Broadcasting - 0.5%

NTL, Inc. warrants 10/14/08 (a)

427

17,507

Time Warner, Inc.

39,800

3,024,800

3,042,307

Entertainment - 1.3%

Mandalay Resort Group (a)

65,300

1,306,000

Viacom, Inc. Class B (non-vtg.) (a)

47,100

3,211,631

Walt Disney Co.

64,000

2,484,000

7,001,631

Leisure Durables & Toys - 0.2%

Brunswick Corp.

30,300

501,844

Callaway Golf Co.

30,700

500,794

1,002,638

Publishing - 0.6%

Dow Jones & Co., Inc.

18,400

1,347,800

Gannett Co., Inc.

7,100

424,669

McGraw-Hill Companies, Inc.

25,600

1,382,400

The New York Times Co. Class A

11,200

442,400

3,597,269

Shares

Value (Note 1)

Restaurants - 0.1%

Brinker International, Inc. (a)

18,300

$ 535,275

TOTAL MEDIA & LEISURE

15,179,120

NONDURABLES - 2.4%

Beverages - 1.4%

Anheuser-Busch Companies, Inc.

13,500

1,008,281

Pepsi Bottling Group, Inc.

84,200

2,457,588

The Coca-Cola Co.

76,400

4,388,225

7,854,094

Foods - 0.6%

Quaker Oats Co.

14,100

1,059,263

Sysco Corp.

49,400

2,080,975

3,140,238

Household Products - 0.4%

Procter & Gamble Co.

40,700

2,330,075

TOTAL NONDURABLES

13,324,407

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

11,500

107,970

RETAIL & WHOLESALE - 3.2%

Apparel Stores - 0.6%

Talbots, Inc.

30,000

1,648,125

The Limited, Inc.

45,600

986,100

Venator Group, Inc. (a)

79,600

815,900

3,450,125

General Merchandise Stores - 1.7%

BJ's Wholesale Club, Inc. (a)

49,600

1,636,800

Wal-Mart Stores, Inc.

137,800

7,940,725

9,577,525

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

71,200

3,555,550

Tiffany & Co., Inc.

24,300

1,640,250

5,195,800

TOTAL RETAIL & WHOLESALE

18,223,450

SERVICES - 0.5%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

12,100

893,131

Services - 0.3%

Manpower, Inc.

6,600

211,200

Robert Half International, Inc. (a)

25,200

718,200

Teletech Holdings, Inc. (a)

25,900

804,519

1,733,919

TOTAL SERVICES

2,627,050

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 29.1%

Communications Equipment - 6.2%

ADC Telecommunications, Inc. (a)

11,300

$ 947,788

Cable Design Technologies Corp. (a)

40,800

1,366,800

Cisco Systems, Inc. (a)

213,700

13,583,306

Comverse Technology, Inc. (a)

17,700

1,646,100

Corning, Inc.

8,500

2,293,938

Lucent Technologies, Inc.

102,100

6,049,425

Nokia AB sponsored ADR

14,300

714,106

Nortel Networks Corp.

102,500

7,110,267

Tollgrade Communications, Inc. (a)

11,200

1,484,000

35,195,730

Computer Services & Software - 6.2%

Adobe Systems, Inc.

4,000

520,000

Amdocs Ltd. (a)

10,300

790,525

America Online, Inc. (a)

70,600

3,724,150

BEA Systems, Inc. (a)

19,200

949,200

BroadVision, Inc. (a)

10,800

548,775

Microsoft Corp. (a)

161,000

12,880,000

Oracle Corp. (a)

108,600

9,129,188

Remedy Corp. (a)

16,100

897,575

Siebel Systems, Inc. (a)

5,800

948,663

Sybase, Inc. (a)

88,500

2,035,500

Symantec Corp. (a)

11,300

609,494

Yahoo!, Inc. (a)

16,800

2,081,100

35,114,170

Computers & Office Equipment - 4.6%

Apple Computer, Inc. (a)

13,000

680,875

Dell Computer Corp. (a)

79,300

3,910,481

EMC Corp. (a)

66,800

5,139,425

Hewlett-Packard Co.

37,800

4,720,275

International Business Machines Corp.

53,700

5,883,506

Maxtor Corp. (a)

55,900

590,444

Sun Microsystems, Inc. (a)

57,500

5,228,906

26,153,912

Electronic Instruments - 2.5%

Applied Materials, Inc. (a)

33,700

3,054,063

Credence Systems Corp. (a)

30,200

1,666,663

Electro Scientific Industries, Inc. (a)

29,600

1,303,325

KLA-Tencor Corp. (a)

10,500

614,906

Kulicke & Soffa Industries, Inc. (a)

13,700

813,438

LAM Research Corp. (a)

39,100

1,466,250

LTX Corp. (a)

19,700

688,269

Meade Instruments Corp. (a)

64,400

1,618,050

Teradyne, Inc. (a)

23,000

1,690,500

Trimble Navigation Ltd. (a)

17,300

844,456

13,759,920

Electronics - 9.6%

Advanced Micro Devices, Inc. (a)

27,200

2,101,200

Altera Corp. (a)

20,300

2,069,331

Amkor Technology, Inc. (a)

16,900

596,781

Amphenol Corp. Class A (a)

39,600

2,621,025

Shares

Value (Note 1)

Analog Devices, Inc. (a)

22,500

$ 1,710,000

Arrow Electronics, Inc. (a)

14,900

461,900

Atmel Corp. (a)

36,700

1,353,313

AVX Corp.

50,000

1,146,875

Burr-Brown Corp. (a)

30,700

2,661,306

Cypress Semiconductor Corp. (a)

38,900

1,643,525

Integrated Device Technology, Inc. (a)

45,700

2,736,288

Intel Corp.

103,400

13,823,288

International Rectifier Corp. (a)

41,800

2,340,800

KEMET Corp. (a)

49,800

1,248,113

LSI Logic Corp. (a)

10,400

562,900

Microchip Technology, Inc. (a)

10,800

629,269

Motorola, Inc.

65,697

1,909,319

National Semiconductor Corp. (a)

7,600

431,300

PMC-Sierra, Inc. (a)

3,800

675,213

SDL, Inc. (a)

3,900

1,112,231

Semtech Corp. (a)

28,400

2,172,156

Technitrol, Inc.

5,600

542,500

Texas Instruments, Inc.

72,000

4,945,500

Three-Five Systems, Inc. (a)

11,000

649,000

Vishay Intertechnology, Inc. (a)

51,000

1,934,813

Xilinx, Inc. (a)

24,100

1,989,756

54,067,702

TOTAL TECHNOLOGY

164,291,434

TRANSPORTATION - 0.1%

Air Transportation - 0.0%

Delta Air Lines, Inc.

4,600

232,588

Trucking & Freight - 0.1%

C.H. Robinson Worldwide, Inc.

5,000

247,500

TOTAL TRANSPORTATION

480,088

UTILITIES - 4.8%

Cellular - 0.2%

McCaw International Ltd. warrants 4/16/07 (a)(f)

910

2,275

QUALCOMM, Inc. (a)

5,500

330,000

Sprint Corp. - PCS Group Series 1 (a)

13,500

803,250

1,135,525

Electric Utility - 1.0%

Calpine Corp. (a)

29,400

1,933,050

Entergy Corp.

26,400

717,750

PECO Energy Co.

18,000

725,625

PPL Corp.

30,900

677,869

Public Service Enterprise Group, Inc.

24,800

858,700

TXU Corp.

26,700

787,650

5,700,644

Gas - 0.3%

Columbia Energy Group

12,000

787,500

Enron Corp.

11,200

722,400

1,509,900

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - 3.3%

AT&T Corp.

114,800

$ 3,630,550

Bell Atlantic Corp.

48,000

2,439,000

BellSouth Corp.

58,200

2,480,775

GTE Corp.

29,800

1,855,050

Ono Finance PLC rights 5/31/09 (a)(f)

310

3,100

Pathnet, Inc. warrants 4/15/08 (a)(f)

840

8,400

SBC Communications, Inc.

105,500

4,562,875

WorldCom, Inc. (a)

87,800

4,027,825

19,007,575

TOTAL UTILITIES

27,353,644

TOTAL COMMON STOCKS

(Cost $325,944,798)

388,214,924

Nonconvertible Preferred Stocks - 1.8%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred Capital Corp. $2.2812

30,171

641,134

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

160

142,442

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II 7.875%

386

352,140

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

2,183

224,849

CSC Holdings, Inc. 11.125% pay-in-kind

14,567

1,522,252

1,747,101

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

376,322

Series D, $10.00

4,544

420,320

796,642

TOTAL MEDIA & LEISURE

2,543,743

Shares

Value (Note 1)

UTILITIES - 1.2%

Cellular - 0.6%

Crown Castle International Corp. 12.75% pay-in-kind

358

$ 365,160

Nextel Communications, Inc. 11.125% pay-in-kind

2,851

2,751,215

3,116,375

Telephone Services - 0.6%

Adelphia Business Solution, Inc. 12.875% pay-in-kind

873

781,335

Intermedia Communications, Inc. 13.5% pay-in-kind

820

795,400

IXC Communications, Inc. 12.5% pay-in-kind

263

263,000

NEXTLINK Communications, Inc. 14% pay-in-kind

33,088

1,687,488

3,527,223

TOTAL UTILITIES

6,643,598

TOTAL NONCONVERTIBLE
PREFERRED STOCKS

(Cost $10,734,609)

10,323,057

Corporate Bonds - 13.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.4%

HEALTH - 0.3%

Medical Facilities Management - 0.3%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 1,290,000

1,062,638

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

500,000

332,500

1,395,138

MEDIA & LEISURE - 0.1%

Lodging & Gaming - 0.1%

Hilton Hotels Corp. 5% 5/15/06

Ba2

660,000

521,400

TOTAL CONVERTIBLE BONDS

1,916,538

Nonconvertible Bonds - 13.5%

AEROSPACE & DEFENSE - 0.1%

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc. 9.25% 12/1/06

Ba3

652,000

652,000

BASIC INDUSTRIES - 1.0%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

635,000

622,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

BASIC INDUSTRIES - continued

Chemicals & Plastics - continued

Huntsman Corp. 9.5% 7/1/07 (f)

B2

$ 565,000

$ 515,563

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

200,000

200,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

890,000

881,100

10.875% 5/1/09

B2

440,000

436,700

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

313,769

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

470,000

380,700

3,350,132

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp. 12.75% 2/1/03

B3

305,000

277,550

Packaging & Containers - 0.3%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

431,200

9.75% 6/15/07

Caa1

660,000

514,800

Norampac, Inc. 9.5% 2/1/08

B1

390,000

376,350

Packaging Corp. of America 9.625% 4/1/09

B2

370,000

365,375

1,687,725

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

77,378

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

380,000

334,400

411,778

TOTAL BASIC INDUSTRIES

5,727,185

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.0%

Numatics, Inc. 9.625% 4/1/08

B3

30,000

24,000

Construction - 0.1%

Blount, Inc. 13% 8/1/09

B3

270,000

274,725

Engineering - 0.0%

Anteon Corp. 12% 5/15/09

B3

170,000

153,000

Real Estate - 0.0%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

94,976

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

$ 100,000

$ 93,160

7.125% 3/15/04

Baa2

110,000

105,585

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

100,000

96,114

6.75% 2/15/08

Baa1

100,000

91,609

Pinnacle Holdings, Inc. 0% 3/15/08 (e)

B3

285,000

198,075

584,543

TOTAL CONSTRUCTION & REAL ESTATE

1,131,244

DURABLES - 0.0%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 6.5% 6/1/02

Baa1

120,000

116,878

Consumer Electronics - 0.0%

Whirlpool Corp. 8.6% 5/1/10

Baa1

40,000

41,276

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

135,000

128,887

TOTAL DURABLES

287,041

ENERGY - 0.4%

Coal - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

330,000

306,075

Energy Services - 0.1%

Baker Hughes, Inc. 5.8% 2/15/03

A2

90,000

86,184

R&B Falcon Corp. 6.5% 4/15/03

Ba3

320,000

296,800

RBF Finance Co. 11% 3/15/06

Ba3

300,000

321,000

703,984

Oil & Gas - 0.2%

Apache Corp. 7.625% 7/1/19

Baa1

75,000

72,417

Chesapeake Energy Corp. 9.625% 5/1/05

B2

680,000

663,000

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,880

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

94,964

8.125% 10/15/05

Baa1

140,000

141,666

8.375% 7/15/04

Baa1

195,000

196,743

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Petro-Canada 7% 11/15/28

A3

$ 50,000

$ 43,660

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

60,000

63,205

1,377,535

TOTAL ENERGY

2,387,594

FINANCE - 1.0%

Banks - 0.2%

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

70,686

BankBoston Corp. 6.625% 2/1/04

A3

60,000

57,821

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

124,651

6.65% 3/15/04

Baa3

260,000

249,730

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

93,065

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Den Danske Bank AS 6.375% 6/15/08 (f)(i)

A1

170,000

156,081

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

91,388

Providian National Bank 6.7% 3/15/03

Baa3

100,000

95,634

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

50,000

51,934

1,094,764

Credit & Other Finance - 0.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

125,000

113,663

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

470,000

218,550

10% 3/15/04

Caa3

210,000

96,600

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

144,867

Details Capital Corp. 0% 11/15/07 (e)

Caa1

85,000

56,100

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

140,000

148,050

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,206

7.1% 6/23/04

A3

100,000

96,976

Finova Capital Corp.:

6.11% 2/18/03

Baa2

50,000

44,000

7.25% 11/8/04

Baa2

110,000

97,900

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

First Security Capital I 8.41% 12/15/26

A3

$ 110,000

$ 101,908

Ford Motor Credit Co.:

6.4513% 7/16/01 (i)

A2

400,000

400,433

7.5% 3/15/05

A2

140,000

138,950

7.875% 6/15/10

A2

400,000

400,568

Heller Financial, Inc. 6% 3/19/04

A3

180,000

168,451

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

280,000

182,000

7.6% 8/1/07

Ba2

790,000

418,700

7.875% 8/1/03

Ba2

130,000

80,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

130,000

123,696

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

37,693

6.875% 11/15/28

Baa1

90,000

77,818

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

99,063

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

58,267

6.75% 5/15/09

Baa1

90,000

80,475

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

150,000

151,500

3,591,034

Savings & Loans - 0.1%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

80,000

71,200

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

85,394

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

138,011

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

97,625

392,230

Securities Industry - 0.1%

Amvescap PLC yankee 6.375% 5/15/03

A3

200,000

190,872

Goldman Sachs Group LP 6.6338% 7/27/00 (i)(k)

A1

400,000

399,966

590,838

TOTAL FINANCE

5,668,866

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

112,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - continued

Medical Facilities Management - continued

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

$ 330,000

$ 313,500

Unilab Corp. 12.75% 10/1/09

B3

150,000

154,500

580,700

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

425,700

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(f)

-

500,000

255,000

Tyco International Group SA:

7% 6/15/28

Baa1

280,000

240,696

yankee 6.375% 6/15/05

Baa1

30,000

28,618

950,014

Pollution Control - 0.4%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

209,300

7.625% 1/1/06

Ba2

195,000

169,650

10% 8/1/09

B2

1,795,000

1,507,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

169,400

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

100,000

99,343

7.1% 8/1/26

Ba1

40,000

37,649

2,193,142

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

3,143,156

MEDIA & LEISURE - 4.5%

Broadcasting - 3.6%

Adelphia Communications Corp. 9.875% 3/1/07

B1

1,230,000

1,168,500

AMFM Operating, Inc. 12.625% 10/31/06 pay-in-kind

-

257,300

302,328

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

350,000

283,500

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

210,000

196,442

Callahan Nordrhein Westfalen 14% 7/15/10 (f)

B3

770,000

770,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 10% 4/1/09

B2

$ 705,000

$ 683,850

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

210,000

203,700

10.25% 7/1/07

B3

1,335,000

1,353,356

Clear Channel Communications, Inc.:

6.875% 6/15/18

Baa3

320,000

275,104

7.875% 6/15/05

Baa3

90,000

89,577

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

580,000

539,400

CSC Holdings, Inc. 10.5% 5/15/16

Ba3

280,000

295,400

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

645,000

495,038

yankee 0% 12/15/05 (e)

B3

300,000

280,500

Earthwatch, Inc. 0% 7/15/07 unit (e)(f)

-

430,000

275,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

515,000

496,975

9.375% 2/1/09

B2

420,000

405,300

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

100,000

62,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B1

700,000

603,750

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B1

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

590,000

396,775

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

180,000

196,200

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

200,000

168,718

International Cabletel, Inc. 0% 2/1/06 (e)

B3

220,000

202,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

380,000

193,800

LIN Holdings Corp. 0% 3/1/08 (e)

B3

305,000

200,538

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

60,000

57,251

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

890,000

614,100

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

562,188

11.5% 10/1/08

B3

690,000

695,175

NTL, Inc.:

0% 4/1/08 (e)

B3

1,735,000

1,075,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

NTL, Inc.: - continued

10% 2/15/07

B3

$ 240,000

$ 228,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

960,000

926,400

TCI Communications, Inc. 9.8% 2/1/12

A2

190,000

215,865

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

805,000

559,475

Telewest Communications PLC:

0% 4/15/09 (e)

B1

620,000

341,000

0% 2/1/10 (e)(f)

B1

615,000

325,950

Telewest PLC:

yankee 9.625% 10/1/06

B1

110,000

103,400

0% 10/1/07 (e)

B1

1,330,000

1,270,150

Time Warner, Inc. 9.125% 1/15/13

Baa3

155,000

169,865

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

1,310,000

615,700

10.875% 8/1/09

B2

2,057,000

1,810,160

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

33,338

20,082,068

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

418,000

380,380

Cinemark USA, Inc. 8.5% 8/1/08

B2

130,000

61,100

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

110,000

109,640

Premier Parks, Inc. 0% 4/1/08 (e)

B3

1,335,000

906,131

Viacom, Inc.:

6.75% 1/15/03

Baa1

110,000

108,032

7.75% 6/1/05

Baa1

115,000

115,390

1,680,673

Lodging & Gaming - 0.4%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

410,000

383,350

HMH Properties, Inc. 7.875% 8/1/05

Ba2

380,000

349,600

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

267,900

Host Marriott LP 8.375% 2/15/06

Ba2

630,000

589,050

ITT Corp. 7.375% 11/15/15

Ba1

150,000

125,625

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 390,000

$ 368,550

Station Casinos, Inc. 9.875% 7/1/10 (f)

B1

465,000

467,325

2,551,400

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

100,177

7.75% 1/20/24

Baa3

70,000

63,369

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

325,000

329,007

492,553

Restaurants - 0.1%

Domino's, Inc. 10.375% 1/15/09

B3

300,000

278,250

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

429,000

707,250

TOTAL MEDIA & LEISURE

25,513,944

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

120,000

115,332

6.8% 12/15/08

Baa3

105,000

98,472

213,804

Foods - 0.1%

ConAgra, Inc. 7.125% 10/1/26

Baa1

115,000

106,058

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

440,000

330,000

436,058

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

65,942

7.25% 9/15/01

A2

50,000

49,184

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

100,000

92,876

208,002

TOTAL NONDURABLES

857,864

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.0%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

100,000

51,500

7.125% 1/15/07

Caa1

40,000

21,200

72,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

RETAIL & WHOLESALE - continued

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

$ 125,000

$ 124,930

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

96,704

8.5% 6/15/03

Baa1

50,000

50,459

Kmart Corp. 12.5% 3/1/05

Baa3

510,000

553,350

825,443

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

110,000

109,979

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

1,230,000

848,700

958,679

TOTAL RETAIL & WHOLESALE

1,856,822

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

210,000

211,050

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

370,000

214,600

Medaphis Corp. 9.5% 2/15/05

Caa1

260,000

195,000

409,600

TOTAL SERVICES

620,650

TECHNOLOGY - 1.2%

Computer Services & Software - 0.6%

Amazon.com, Inc. 0% 5/1/08 (e)

Caa1

395,000

213,300

Concentric Network Corp. 12.75% 12/15/07

B-

120,000

126,000

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

715,000

350,350

12% 2/15/10

B3

970,000

751,750

12.5% 2/15/09

B3

201,000

159,795

Exodus Communications, Inc. 11.25% 7/1/08

B-

355,000

351,450

Federal Data Corp. 10.125% 8/1/05

B3

690,000

448,500

PSINet, Inc. 10.5% 12/1/06

B3

1,115,000

1,025,800

Verio, Inc. 10.375% 4/1/05

B3

11,000

11,715

3,438,660

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

6.375% 11/30/01

Baa1

$ 150,000

$ 145,139

7.25% 9/1/02

Baa1

125,000

120,986

Globix Corp. 12.5% 2/1/10

B-

570,000

470,250

Sun Microsystems, Inc. 7% 8/15/02

Baa1

35,000

34,783

771,158

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

535,000

575,125

Details, Inc. 10% 11/15/05

B3

110,000

104,500

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

100,000

101,000

10.375% 10/1/07

B3

310,000

316,200

Flextronics International Ltd. 9.875% 7/1/10 (f)

Ba3

225,000

228,375

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

1,000,000

835,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

230,000

245,525

2,405,725

TOTAL TECHNOLOGY

6,615,543

TRANSPORTATION - 0.2%

Air Transportation - 0.1%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

30,000

29,007

7.73% 9/15/12

Baa1

12,553

11,989

Delta Air Lines, Inc. 8.3% 12/15/29

Baa3

160,000

139,456

Qantas Airways Ltd. 7.75% 6/15/09 (f)

Baa1

110,000

109,450

US Airways Group, Inc. 10.375% 3/1/13

Ba3

360,000

320,400

610,302

Railroads - 0.1%

Burlington Northern
Santa Fe Corp. 6.125% 3/15/09

Baa2

150,000

133,680

Canadian National Railway Co. 6.9% 7/15/28

Baa2

150,000

126,551

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

52,178

6.46% 6/22/05

Baa2

100,000

94,039

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 215,019

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

88,821

710,288

TOTAL TRANSPORTATION

1,320,590

UTILITIES - 3.6%

Cellular - 1.5%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

525,000

320,250

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

230,000

231,725

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

1,067,000

810,920

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,113,500

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

2,760,000

2,056,200

Nextel International, Inc. 0% 4/15/08 (e)

Caa1

815,000

537,900

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

530,000

519,400

TeleCorp PCS, Inc. 0% 4/15/09 (e)

B3

595,000

391,213

Triton PCS, Inc. 0% 5/1/08 (e)

B3

560,000

404,600

Vodafone AirTouch PLC 7.625% 2/15/05 (f)

A2

105,000

104,887

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

255,000

170,850

10.375% 11/15/09

B2

1,550,000

1,612,000

8,273,445

Electric Utility - 0.1%

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

130,000

115,788

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

65,000

65,439

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

95,040

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

58,571

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

145,716

yankee 7.875% 12/15/26 (f)

A3

80,000

70,665

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Texas Utilities Co. 6.375% 1/1/08

Baa3

$ 40,000

$ 36,130

587,349

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

50,000

49,990

Telephone Services - 2.0%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

250,000

181,875

12.875% 5/15/08

B3

260,000

281,450

Cable & Wireless Optus Ltd. 8% 6/22/10 (f)

Baa1

100,000

99,383

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

260,000

264,142

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

480,000

216,000

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

145,000

139,563

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

475,000

479,750

ICG Services, Inc. 0% 5/1/08 (e)

B3

400,000

184,000

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

352,625

0% 3/1/09 (e)

B3

250,000

151,875

Level 3 Communications, Inc. 9.125% 5/1/08

B3

765,000

686,588

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

675,000

216,000

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

670,000

559,450

9.5% 11/1/08

B1

215,000

209,625

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

95,000

93,338

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

540,000

506,250

Ono Finance PLC 13% 5/1/09

Caa1

370,000

349,650

Pathnet, Inc. 12.25% 4/15/08

-

840,000

470,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

1,356,000

535,620

12.75% 4/15/09

B3

695,000

472,600

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa2

140,000

130,379

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

175,104

7.7% 7/20/29

Baa1

160,000

150,667

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

$ 770,000

$ 354,200

11.5% 12/1/07

Caa1

890,000

689,750

WinStar Communications, Inc.:

0% 4/15/10 (e)(f)

B3

2,636,000

1,225,740

12.75% 4/15/10 (f)

B3

1,961,000

1,892,365

WorldCom, Inc. 8.875% 1/15/06

A3

103,000

106,797

11,175,186

TOTAL UTILITIES

20,085,970

TOTAL NONCONVERTIBLE BONDS

76,449,169

TOTAL CORPORATE BONDS

(Cost $84,294,396)

78,365,707

U.S. Government and Government
Agency Obligations - 2.4%

U.S. Government Agency Obligations - 1.2%

Fannie Mae:

6% 5/15/08

Aaa

1,000,000

932,570

6.5% 4/29/09

Aaa

245,000

228,884

7.125% 2/15/05

Aaa

255,000

256,035

7.25% 5/15/30

Aaa

310,000

316,310

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

827,402

Freddie Mac:

0% 8/17/00

-

2,000,000

1,983,698

5.5% 5/15/02

Aaa

1,000,000

975,310

5.75% 3/15/09

Aaa

510,000

464,498

6.25% 7/15/04

Aaa

200,000

194,438

6.875% 1/15/05

Aaa

85,000

84,469

7% 7/15/05

Aaa

110,000

109,846

7.625% 9/9/09

Aaa

85,000

83,805

Tennessee Valley Authority 7.125% 5/1/30

Aaa

65,000

65,273

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

6,522,538

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 5.76% 8/24/00 (h)

-

1,000,000

991,983

U.S. Treasury Bonds:

6.875% 8/15/25

Aaa

135,000

147,128

8% 11/15/21

Aaa

50,000

60,446

8.125% 8/15/19

Aaa

1,780,000

2,151,860

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8.875% 8/15/17

Aaa

$ 219,000

$ 279,157

8.875% 2/15/19

Aaa

259,000

333,341

U.S. Treasury Notes:

5.875% 10/31/01

Aaa

700,000

694,533

6.625% 6/30/01

Aaa

1,315,000

1,316,644

7.25% 8/15/04

Aaa

20,000

20,678

7.875% 11/15/04

Aaa

830,000

878,895

TOTAL U.S. TREASURY OBLIGATIONS

6,874,665

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $13,316,132)

13,397,203

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.3%

6% 3/1/11 to 1/1/29

Aaa

1,157,618

1,100,240

6.5% 2/1/26 to 11/1/29

Aaa

3,584,741

3,385,228

7% 8/1/25 to 12/1/29

Aaa

3,017,374

2,921,248

7.5% 5/1/24 to 1/1/30

Aaa

2,639,765

2,603,005

7.5% 7/1/30

Aaa

1,200,000

1,182,375

8% 1/1/30

Aaa

398,480

400,098

8% 7/1/30 (g)

Aaa

1,155,000

1,159,332

TOTAL FANNIE MAE

12,751,526

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

131,845

130,404

Government National Mortgage Association - 0.3%

7% 7/15/28

Aaa

847,185

823,616

7.5% 1/15/26 to 8/15/28

Aaa

775,734

770,452

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

1,594,068

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $14,760,546)

14,475,998

Asset-Backed Securities - 0.2%

Airplanes pass through trust 10.875% 3/15/19

Ba2

340,757

252,160

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

146,859

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

96,797

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

115,950

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

18,974

18,879

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CPS Auto Receivables Trust 6% 8/15/03

Aaa

$ 72,514

$ 71,517

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

174,544

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

90,000

88,777

6.4% 12/15/02

Aa2

50,000

49,350

7.03% 11/15/03

Aaa

24,000

23,981

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

19,008

18,990

Olympic Automobile Receivables Trust 6.7% 3/15/02

Aaa

6,288

6,286

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 6.125% 2/5/03 (f)(i)

Baa2

54,596

54,331

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

50,000

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

79,617

79,095

TOTAL ASSET-BACKED SECURITIES

(Cost $1,381,710)

1,247,516

Collateralized Mortgage Obligations - 0.0%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(f)(i)

Ba3

167,970

80,993

U.S. Government Agency - 0.0%

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

100,000

90,016

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

89,859

TOTAL U.S. GOVERNMENT AGENCY

179,875

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $268,920)

260,868

Commercial Mortgage Securities - 0.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (f)(i)

BBB

$ 36,512

$ 36,294

CBM Funding Corp. sequential pay Series 1996-1:

Class A-3PI, 7.08% 11/1/07

AA

100,000

98,242

Class B, 7.48% 2/1/08

A

80,000

78,172

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

183,859

Series 1998-FL1 Class E, 7.4913% 1/10/13 (f)(i)

Baa2

220,000

219,020

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

125,759

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (i)

-

320,000

227,700

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (f)(i)

-

250,000

165,234

Series 1997-B Class E, 7.8912% 9/15/19 (f)(i)

-

100,000

38,000

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba3

250,000

201,055

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (f)(i)

Baa3

180,000

155,623

LTC Commercial Mortgage pass through certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

447,500

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

103,030

96,929

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (f)(i)

-

76,623

76,204

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (i)

Baa2

140,000

127,728

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(i)

-

125,000

115,762

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

$ 50,000

$ 50,484

Structured Asset Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (f)

BB

1,000,000

921,445

Series 1996-CFL Class E, 7.75% 2/25/28

BBB

80,000

79,331

Thirteen Affiliates of General Growth Properties, Inc.:

Series D-2, 6.992% 12/15/10 (f)

Baa2

140,000

128,827

Series E-2, 7.224% 12/15/10 (f)

Baa3

100,000

89,828

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,940,126)

3,662,996

Foreign Government and Government
Agency Obligations (j)- 0.1%

Korean Republic yankee 8.875% 4/15/08

Baa2

46,000

47,449

Quebec Province 7.5% 9/15/29

A2

340,000

334,019

United Mexican States 9.875% 2/1/10

Baa3

150,000

156,750

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $539,426)

538,218

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

142,893

Purchased Bank Debt - 1.6%

American Tower L P term loan 9.53% 12/31/07 (i)

-

600,000

603,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (i)

Ba3

1,000,000

993,750

Crown Castle Operating Co. term loan 9.46% 6/15/08 (i)

Ba3

800,000

802,000

Dynatech LLC term loan 10.03% 9/1/07 (i)

-

760,000

756,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Huntsman ICI Chemicals LLC sr. secured:

term B loan 9.875% 6/30/07 (i)

-

$ 341,250

$ 342,103

term C loan 9.8128% 6/30/08 (i)

-

438,920

440,017

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (i)

-

700,000

719,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (i)

Ba2

750,000

751,875

Nextel Finance Co. term loan:

9.6875% 6/30/08 (i)

Ba2

500,000

501,875

10.375% 12/31/08 (i)

Ba2

500,000

501,875

Packaging Corp. of America term loan 0% 5/22/07 (i)

-

500,000

501,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (i)

B1

300,000

298,125

Tritel Holding Corp. term loan 11.15% 12/31/07 (i)

B2

750,000

752,813

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (i)

B+

900,000

897,750

Wci Capital Corp. term loan 11.43% 9/30/07 (i)

B2

400,000

399,000

TOTAL PURCHASED BANK DEBT

(Cost $9,276,347)

9,260,883

Bank Notes - 0.1%

Bank One NA 6.29% 8/25/00
(Cost $350,000)

350,000

349,447

Certificates of Deposit - 0.1%

Canadian Imperial Bank of Commerce yankee 7.01% 11/27/00
(Cost $350,000)

350,000

350,194

Commercial Paper - 0.3%

CIT Group, Inc. 6.43% 7/5/00

350,000

349,869

Daimler-Chrysler North America Holding Corp. yankee 6.65% 11/7/00

350,000

341,826

General Motors Acceptance Corp. 6.62% 8/28/00

380,000

376,116

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

350,000

341,735

Woolwich PLC yankee 6.21% 7/19/00

350,000

348,969

TOTAL COMMERCIAL PAPER

(Cost $1,757,427)

1,758,515

Cash Equivalents - 7.6%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 2,216,261

$ 2,215,000

Shares

Central Cash Collateral Fund, 6.71% (c)

501,400

501,400

Taxable Central Cash Fund, 6.59% (c)

39,965,070

39,965,070

TOTAL CASH EQUIVALENTS

(Cost $42,681,470)

42,681,470

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $509,744,964)

565,029,889

NET OTHER ASSETS - (0.1)%

(325,417)

NET ASSETS - 100%

$ 564,704,472

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

74 S&P 500 Stock Index Contracts

Sept. 2000

$ 27,159,850

$ (154,341)

The face value of futures purchased as a percentage of net assets - 4.8%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $10,009,281 or 1.8% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $991,983.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP 6.6338% 7/27/00

1/25/99

$ 400,000

Micron Technology, Inc. 6.5% 9/30/05

11/1/99

$ 787,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.4%

AAA, AA, A

4.6%

Baa

1.7%

BBB

1.5%

Ba

2.1%

BB

2.3%

B

8.2%

B

8.6%

Caa

1.8%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.2%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $410,590,429 and $446,509,326, respectively, of which long-term U.S. government and government agency obligations aggregated $21,640,909 and $29,574,212, respectively.

The market value of futures contracts opened and closed during the period amounted to $42,463,560 and $25,435,756, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $11,215 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $1,234,966 and 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $508,362. The fund received cash collateral of $501,400 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $511,113,364. Net unrealized appreciation aggregated $53,916,525, of which $78,810,087 related to appreciated investment securities and $24,893,562 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,215,000)
(cost $509,744,964) -
See accompanying schedule

$ 565,029,889

Cash

580,771

Receivable for investments sold

2,971,635

Receivable for fund shares sold

144,989

Dividends receivable

223,283

Interest receivable

2,250,205

Receivable for daily variation on futures contracts

128,478

Other receivables

4,662

Total assets

571,333,912

Liabilities

Payable for investments purchased
Regular delivery

$ 4,480,071

Delayed delivery

1,156,414

Payable for fund shares redeemed

103,022

Accrued management fee

268,525

Distribution fees payable

1,214

Other payables and
accrued expenses

118,794

Collateral on securities loaned,
at value

501,400

Total liabilities

6,629,440

Net Assets

$ 564,704,472

Net Assets consist of:

Paid in capital

$ 459,835,599

Undistributed net investment income

8,042,512

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

41,695,777

Net unrealized appreciation (depreciation) on investments

55,130,584

Net Assets

$ 564,704,472

Initial Class:
Net Asset Value, offering price
and redemption price per share ($550,572,837
÷ 33,870,150 shares)

$16.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($13,501,543
÷ 835,401 shares)

$16.16

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($630,092
÷ 39,021 shares)

$16.15

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 2,439,432

Interest

6,412,593

Security lending

3,343

Total income

8,855,368

Expenses

Management fee

$ 1,608,808

Transfer agent fees

183,381

Distribution fees

6,175

Accounting and security lending fees

98,601

Non-interested trustees' compensation

884

Custodian fees and expenses

17,239

Registration fees

246

Audit

13,564

Legal

2,214

Miscellaneous

12,474

Total expenses before reductions

1,943,586

Expense reductions

(19,481)

1,924,105

Net investment income

6,931,263

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

41,710,684

Foreign currency transactions

25

Futures contracts

303,300

42,014,009

Change in net unrealized appreciation (depreciation) on:

Investment securities

(56,540,361)

Assets and liabilities in
foreign currencies

(1)

Futures contracts

(189,604)

(56,729,966)

Net gain (loss)

(14,715,957)

Net increase (decrease) in net assets resulting from operations

$ (7,784,694)

Other Information

Expense reductions
Directed brokerage arrangements

$ 16,516

Custodian credits

2,965

$ 19,481

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,931,263

$ 13,100,308

Net realized gain (loss)

42,014,009

48,664,911

Change in net unrealized appreciation (depreciation)

(56,729,966)

17,820,079

Net increase (decrease) in net assets resulting from operations

(7,784,694)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

40,407,233

13,695,216

Total increase (decrease) in net assets

(26,675,767)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $8,042,512 and $13,084,201, respectively)

$ 564,704,472

$ 591,380,239

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

2,257,146

$ 36,909,555

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(3,600,176)

(59,212,121)

(5,095,721)

(86,190,044)

Net increase (decrease)

2,276,519

$ 35,827,391

537,286

$ 6,959,530

Service Class
Sold

224,493

$ 3,664,261

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(53,879)

(864,210)

(60,280)

(1,004,355)

Net increase (decrease)

243,118

$ 3,957,938

405,697

$ 6,735,686

Service Class 2 A
Sold

39,435

$ 628,570

-

$ -

Reinvested

655

10,461

-

-

Redeemed

(1,069)

(17,127)

-

-

Net increase (decrease)

39,021

$ 621,904

-

$ -

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,780

144,992

Service Class 2 A

8,437

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.40 D

.41 D

.36 D

.21

.10

Net realized and unrealized gain (loss)

(.45)

2.04

2.19

2.92

2.08

2.20

Total from investment operations

(.25)

2.44

2.60

3.28

2.29

2.30

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

(.11)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

(.42)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

(.53)

Net asset value, end of period

$ 16.26

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Total Return B, C

(1.29)%

15.26%

17.57%

25.07%

20.04%

23.02%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 550,573

$ 580,555

$ 528,874

$ 483,231

$ 253,024

$ 68,247

Ratio of expenses to average net assets

.69% A

.71%

.73%

.77%

.87%

1.00% G

Ratio of expenses to average net assets after
expense reductions

.69% A

.70% H

.72% H

.76% H

.85% H

1.00%

Ratio of net investment income to average net assets

2.48% A

2.38%

2.60%

2.44%

2.63%

1.69%

Portfolio turnover

154% A

92%

98%

90%

120%

343%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.19

.38

.40

.07

Net realized and unrealized gain (loss)

(.45)

2.03

2.14

.34

Total from investment operations

(.26)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 16.16

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(1.30)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,502

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80% A

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% A, H

.81% H

.88% H

.87% A

Ratio of net investment income to average net assets

2.38% A

2.27%

2.65%

2.70% A

Portfolio turnover

154% A

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 5, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.16

Net realized and unrealized gain (loss)

.07 E

Total from investment operations

.23

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 16.15

Total Return B

1.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 630

Ratio of expenses to average net assets

.94% A

Ratio of net investment income to average net assets

2.23% A

Portfolio turnover

154% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Service Class

4.72%

14.00%

12.56%

Asset Manager Composite

6.29%

14.27%

11.82%

S&P 500

7.25%

23.80%

17.80%

LB Aggregate Bond

4.57%

6.25%

7.82%

LB 3 Month T-Bill

5.57%

5.41%

5.08%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.*

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class on June 30, 1990. By June 30, 2000, the value of the investment would have grown to $32,652 - a 226.52% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $51,473 over the same period - a 414.73% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,227 - a 112.27% increase. You can also look at how the Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $30,570 - a 205.70% increase.

* 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.4

Intel Corp.

1.8

Pfizer, Inc.

1.6

Cisco Systems, Inc.

1.6

Microsoft Corp.

1.6

9.0

Top Five Bond Issuers as of June 30, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.4

U.S. Treasury Obligations

3.8

Government National Mortgage Association

1.1

Federal Home Loan Bank

1.0

Freddie Mac

0.6

15.9

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock class 53.0%

Bonds class 35.7%

Short-Term class 11.3%

* Foreign investments 4.5%



Asset allocation in the pie chart reflects the categorization of assets as defined in the fund's Prospectus. Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
Note to shareholders:
Bart Grenier became Portfolio Manager of Asset Manager Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000,
the fund trailed the Asset Manager Composite Index, which returned 1.80% and 6.29%, respectively.

Q. How did the fund's asset allocation strategies play out
during the past six months?

A. The fund maintained a modest tilt toward equities, averaging just under 53% for the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an edge over the composite index early in the period. However, the fund's wins during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May, even though stocks rallied again in June. On the bond front, the fund continued to emphasize investment-grade debt, which helped. However, our exposure to high-yield securities hurt, as this asset class had a particularly difficult period.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index, choosing instead to focus his efforts on individual stock picking. The fund benefited from owning a number of high-quality tech names that effectively weathered the correction in the spring and delivered strong returns for the period. Texas Instruments, Adobe Systems and ADC Telecommunications led the way, followed by Intel, Corning and Cisco. The fund's exposure to health stocks, particularly Amgen and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, such as Lehman Brothers, and energy stocks, such as BP Amoco, also were meaningful contributors. Conversely, we were caught holding a number of disappointments within tech, including Qualcomm, Motorola and Lucent, which each fell on weak earnings. Neither BP Amoco nor Lucent was held at the close of the period. Poor performance among retail stocks also hurt the fund's return as Wal-Mart, Lowe's and Home Depot all declined. Overall, the equity subportfolio trailed the index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the bond portion of the fund fare?

A. High-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend. Switching gears, Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. Following strong performance turned in by the spread sectors - namely corporate bonds and mortgage securities - in the fourth quarter of 1999, we reduced our exposure to these markets, particularly to long-term corporates, in early January. This strategy benefited the fund, as spread-sector performance deteriorated during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2000, more than $4.5 billion

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 48.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.3%

Boeing Co.

309,600

$ 12,945,150

Honeywell International, Inc.

358,387

12,073,162

Northrop Grumman Corp.

193,300

12,806,125

United Technologies Corp.

362,406

21,336,653

59,161,090

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,162,500

Pharmacia Corp.

200,000

10,337,500

Praxair, Inc.

123,900

4,638,506

22,138,506

Iron & Steel - 0.0%

Mueller Industries, Inc.

51,200

1,433,600

TOTAL BASIC INDUSTRIES

23,572,106

DURABLES - 0.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

281,200

23,199,000

Consumer Electronics - 0.0%

Whirlpool Corp.

21,000

979,125

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

6,345,000

6,556,125

TOTAL DURABLES

30,734,250

ENERGY - 3.4%

Energy Services - 0.2%

BJ Services Co. (a)

173,000

10,812,500

Oil & Gas - 3.2%

Amerada Hess Corp.

55,000

3,396,250

Apache Corp.

151,900

8,933,619

Chevron Corp.

448,200

38,012,963

EOG Resources, Inc.

130,000

4,355,000

Exxon Mobil Corp.

809,875

63,575,188

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,703,125

145,976,145

TOTAL ENERGY

156,788,645

FINANCE - 6.6%

Banks - 1.9%

Bank of America Corp.

270,000

11,610,000

Chase Manhattan Corp.

268,050

12,347,053

FleetBoston Financial Corp.

579,905

19,716,770

Shares

Value (Note 1)

J.P. Morgan & Co., Inc.

154,600

$ 17,025,325

Wells Fargo & Co.

650,000

25,187,500

85,886,648

Credit & Other Finance - 1.8%

American Express Co.

292,500

15,246,563

Citigroup, Inc.

975,800

58,791,950

Providian Financial Corp.

85,950

7,735,500

81,774,013

Insurance - 0.6%

CIGNA Corp.

60,600

5,666,100

Marsh & McLennan Companies, Inc.

173,600

18,130,350

MGIC Investment Corp.

95,800

4,358,900

28,155,350

Savings & Loans - 0.4%

Golden West Financial Corp.

428,700

17,496,319

Securities Industry - 1.9%

AXA Financial, Inc.

15,700

533,800

Lehman Brothers Holdings, Inc.

441,600

41,758,800

Merrill Lynch & Co., Inc.

129,800

14,927,000

Morgan Stanley Dean Witter & Co.

346,800

28,871,100

86,090,700

TOTAL FINANCE

299,403,030

HEALTH - 4.8%

Drugs & Pharmaceuticals - 3.5%

Amgen, Inc.

640,700

45,009,175

Forest Laboratories, Inc. (a)

80,000

8,080,000

IVAX Corp. (a)

120,000

4,980,000

Merck & Co., Inc.

346,000

26,512,250

Pfizer, Inc.

1,577,200

75,705,600

160,287,025

Medical Equipment & Supplies - 0.7%

Johnson & Johnson

296,300

30,185,563

Millipore Corp.

34,700

2,615,513

32,801,076

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

170,000

5,163,750

UnitedHealth Group, Inc.

216,800

18,590,600

23,754,350

TOTAL HEALTH

216,842,451

INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%

Electrical Equipment - 2.5%

General Electric Co.

2,048,100

108,549,300

Scientific-Atlanta, Inc.

80,000

5,960,000

114,509,300

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.1%

Parker-Hannifin Corp.

69,200

$ 2,370,100

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

116,879,400

MEDIA & LEISURE - 1.5%

Broadcasting - 0.0%

NTL, Inc. warrants 10/14/08 (a)

3,742

153,422

Entertainment - 0.5%

Viacom, Inc. Class B (non-vtg.) (a)

85,000

5,795,938

Walt Disney Co.

459,600

17,838,225

23,634,163

Publishing - 1.0%

Dow Jones & Co., Inc.

77,100

5,647,575

Gannett Co., Inc.

324,500

19,409,156

Knight-Ridder, Inc.

128,700

6,845,231

McGraw-Hill Companies, Inc.

56,000

3,024,000

The New York Times Co. Class A

219,200

8,658,400

43,584,362

Restaurants - 0.0%

Darden Restaurants, Inc.

151,600

2,463,500

TOTAL MEDIA & LEISURE

69,835,447

NONDURABLES - 2.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

564,200

42,138,688

Pepsi Bottling Group, Inc.

389,800

11,377,288

53,515,976

Foods - 0.9%

PepsiCo, Inc.

350,000

15,553,125

Quaker Oats Co.

284,000

21,335,500

Sysco Corp.

140,000

5,897,500

42,786,125

Household Products - 0.2%

Colgate-Palmolive Co.

170,000

10,178,750

TOTAL NONDURABLES

106,480,851

RETAIL & WHOLESALE - 3.6%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

500,000

5,125,000

General Merchandise Stores - 1.9%

Sears, Roebuck & Co.

334,600

10,916,325

Target Corp.

147,500

8,555,000

Wal-Mart Stores, Inc.

1,166,600

67,225,325

86,696,650

Retail & Wholesale, Miscellaneous - 1.6%

Best Buy Co., Inc. (a)

249,700

15,793,525

Circuit City Stores, Inc. -
Circuit City Group

129,900

4,311,056

Shares

Value (Note 1)

Home Depot, Inc.

624,300

$ 31,175,981

Lowe's Companies, Inc.

358,400

14,716,800

Tiffany & Co., Inc.

77,900

5,258,250

71,255,612

TOTAL RETAIL & WHOLESALE

163,077,262

SERVICES - 0.1%

Leasing & Rental - 0.1%

Hertz Corp. Class A

115,700

3,246,831

TECHNOLOGY - 16.9%

Communications Equipment - 3.8%

ADC Telecommunications, Inc. (a)

433,000

36,317,875

Cisco Systems, Inc. (a)

1,174,000

74,622,375

Comverse Technology, Inc. (a)

312,400

29,053,200

Corning, Inc.

120,000

32,385,000

172,378,450

Computer Services & Software - 4.0%

Adobe Systems, Inc.

390,400

50,752,000

First Data Corp.

302,900

15,031,413

Microsoft Corp. (a)

897,700

71,816,000

Oracle Corp. (a)

505,400

42,485,188

Sybase, Inc. (a)

200,000

4,600,000

184,684,601

Computers & Office Equipment - 2.8%

EMC Corp. (a)

216,400

16,649,275

Hewlett-Packard Co.

300,000

37,462,500

International Business Machines Corp.

319,400

34,994,263

Sun Microsystems, Inc. (a)

406,100

36,929,719

126,035,757

Electronic Instruments - 1.2%

Agilent Technologies, Inc.

53,440

3,941,200

Applied Materials, Inc. (a)

273,600

24,795,000

KLA-Tencor Corp. (a)

80,000

4,685,000

LAM Research Corp. (a)

75,300

2,823,750

Teradyne, Inc. (a)

233,800

17,184,300

53,429,250

Electronics - 5.1%

Advanced Micro Devices, Inc. (a)

200,000

15,450,000

Analog Devices, Inc. (a)

49,200

3,739,200

Intel Corp.

601,600

80,426,400

LSI Logic Corp. (a)

303,600

16,432,350

Motorola, Inc.

1,041,051

30,255,545

National Semiconductor Corp. (a)

173,000

9,817,750

Texas Instruments, Inc.

1,040,800

71,489,950

Vishay Intertechnology, Inc. (a)

194,700

7,386,431

234,997,626

TOTAL TECHNOLOGY

771,525,684

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

AMR Corp.

100,000

$ 2,643,750

Delta Air Lines, Inc.

75,000

3,792,188

6,435,938

UTILITIES - 4.1%

Cellular - 0.6%

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

20,375

QUALCOMM, Inc. (a)

346,400

20,784,000

Sprint Corp. - PCS Group Series 1 (a)

100,000

5,950,000

26,754,375

Electric Utility - 0.8%

Energy East Corp.

654,000

12,466,875

Entergy Corp.

150,000

4,078,125

Northeast Utilities

129,800

2,823,150

PECO Energy Co.

100,000

4,031,250

Pinnacle West Capital Corp.

112,500

3,810,938

PPL Corp.

128,500

2,818,969

Public Service Enterprise Group, Inc.

170,100

5,889,713

35,919,020

Gas - 0.6%

Dynegy, Inc. Class A

90,000

6,148,125

Enron Corp.

319,800

20,627,100

26,775,225

Telephone Services - 2.1%

BellSouth Corp.

762,300

32,493,038

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

17,400

Pathnet, Inc. warrants 4/15/08 (a)(g)

4,665

46,650

Sprint Corp. - FON Group

314,900

16,059,900

U.S. WEST, Inc.

375,000

32,156,250

WorldCom, Inc. (a)

324,450

14,884,144

95,657,382

TOTAL UTILITIES

185,106,002

TOTAL COMMON STOCKS

(Cost $1,639,229,725)

2,209,088,987

Nonconvertible Preferred Stocks - 1.3%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred
Capital Corp. $2.2812

156,349

3,322,416

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

1,490

1,326,490

Shares

Value (Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

653

$ 595,719

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

15,763

1,623,589

CSC Holdings, Inc. 11.125% pay-in-kind

102,653

10,727,239

12,350,828

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

32,995

2,862,316

Series D, $10.00

15,250

1,410,625

4,272,941

TOTAL MEDIA & LEISURE

16,623,769

RETAIL & WHOLESALE - 0.0%

Grocery Stores - 0.0%

Supermarkets General Holdings Corp. $3.52 pay-in-kind

17,231

17,231

UTILITIES - 0.8%

Cellular - 0.4%

Crown Castle International Corp.
12.75% pay-in-kind

2,079

2,120,580

Nextel Communications, Inc.
11.125% pay-in-kind

14,671

14,157,515

16,278,095

Telephone Services - 0.4%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

5,283

4,728,285

Intermedia Communications, Inc.
13.5% pay-in-kind

5,292

5,133,240

IXC Communications, Inc.
12.5% pay-in-kind

1,384

1,384,000

NEXTLINK Communications, Inc.
14% pay-in-kind

185,967

9,484,317

20,729,842

TOTAL UTILITIES

37,007,937

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $61,177,855)

58,893,562

Corporate Bonds - 16.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 0.2%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 7,210,000

$ 5,939,238

Total Renal Care Holdings, Inc. 7% 5/15/09 (g)

B3

2,940,000

1,955,100

7,894,338

MEDIA & LEISURE - 0.0%

Lodging & Gaming - 0.0%

Hilton Hotels Corp.
5% 5/15/06

Ba2

3,680,000

2,907,200

TOTAL CONVERTIBLE BONDS

10,801,538

Nonconvertible Bonds - 16.7%

AEROSPACE & DEFENSE - 0.2%

Defense Electronics - 0.1%

Raytheon Co.
5.95% 3/15/01

Baa2

4,500,000

4,447,485

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc.
9.25% 12/1/06

Ba3

3,515,000

3,515,000

TOTAL AEROSPACE & DEFENSE

7,962,485

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.4%

Avecia Group PLC
11% 7/1/09

B2

3,440,000

3,371,200

Huntsman Corp.
9.5% 7/1/07 (g)

B2

3,520,000

3,212,000

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

625,000

625,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

5,050,000

4,999,500

10.875% 5/1/09

B2

2,570,000

2,550,725

Sovereign Specialty Chemicals, Inc.
11.875% 3/15/10

B3

1,655,000

1,702,581

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

1,935,000

1,567,350

18,028,356

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

1,630,000

1,483,300

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

2,175,250

9.75% 6/15/07

Caa1

3,675,000

2,866,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norampac, Inc.
9.5% 2/1/08

B1

$ 2,100,000

$ 2,026,500

Packaging Corp. of America 9.625% 4/1/09

B2

2,020,000

1,994,750

9,063,000

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa1

3,320,000

3,211,170

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

2,035,000

1,790,800

5,001,970

TOTAL BASIC INDUSTRIES

33,576,626

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

Numatics, Inc.
9.625% 4/1/08

B3

170,000

136,000

Construction - 0.0%

Blount, Inc. 13% 8/1/09

B3

1,465,000

1,490,638

Engineering - 0.0%

Anteon Corp.
12% 5/15/09

B3

980,000

882,000

Real Estate - 0.1%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,801,792

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,481,244

7.125% 3/15/04

Baa2

4,200,000

4,031,412

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

3,600,000

3,460,104

6.75% 2/15/08

Baa1

1,590,000

1,456,583

Pinnacle Holdings, Inc.
0% 3/15/08 (e)

B3

1,510,000

1,049,450

11,478,793

TOTAL CONSTRUCTION & REAL ESTATE

16,789,223

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 6.5% 6/1/02

Baa1

4,520,000

4,402,390

Consumer Electronics - 0.0%

Whirlpool Corp.
8.6% 5/1/10

Baa1

1,390,000

1,434,341

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

5,070,000

4,840,430

TOTAL DURABLES

10,677,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.7%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

$ 1,890,000

$ 1,752,975

Energy Services - 0.2%

Baker Hughes, Inc.
5.8% 2/15/03

A2

3,980,000

3,811,248

R&B Falcon Corp.
6.5% 4/15/03

Ba3

1,785,000

1,655,588

RBF Finance Co.
11% 3/15/06

Ba3

1,260,000

1,348,200

6,815,036

Oil & Gas - 0.5%

Apache Corp.
7.625% 7/1/19

Baa1

2,970,000

2,867,713

Chesapeake Energy Corp. 9.625% 5/1/05

B2

3,710,000

3,617,250

Occidental Petroleum Corp. 6.39% 11/9/00

Baa3

1,000,000

996,030

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,053,839

8.125% 10/15/05

Baa1

4,935,000

4,993,727

8.375% 7/15/04

Baa1

2,335,000

2,355,875

Petro-Canada
7% 11/15/28

A3

1,290,000

1,126,428

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

1,980,430

20,991,292

TOTAL ENERGY

29,559,303

FINANCE - 3.8%

Banks - 1.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,400,000

1,394,246

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

2,847,636

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,638,256

Barclays Bank PLC yankee 5.95% 7/15/01

A1

7,650,000

7,595,371

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,109,503

6.375% 2/15/03

Baa2

3,570,000

3,423,095

6.48% 6/28/02

Baa2

1,740,000

1,691,454

6.65% 3/15/04

Baa3

2,320,000

2,228,360

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,690,476

Commonwealth Bank of Australia 8.5% 6/1/10

A1

1,700,000

1,764,158

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

8,340,000

7,657,163

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A2

$ 500,000

$ 497,985

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,006,647

7.375% 9/17/04

Baa2

615,000

595,997

yankee 6.5% 11/15/02

Baa2

665,000

643,654

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,823,035

Providian National Bank 6.7% 3/15/03

Baa3

3,060,000

2,926,400

Royal Bank of Scotland Group PLC
9.118% 3/31/49

A1

1,975,000

2,051,373

Summit Bancorp
8.625% 12/10/02

BBB+

1,730,000

1,751,296

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,474,520

55,810,625

Credit & Other Finance - 1.7%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

3,864,525

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

2,340,000

1,088,100

10% 3/15/04

Caa3

1,130,000

519,800

CIT Group, Inc.
5.5% 2/15/04

A1

680,000

626,797

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,814,831

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

900,000

889,299

Details Capital Corp.
0% 11/15/07 (e)

Caa1

505,000

333,300

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

755,000

798,413

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,478,355

7.1% 6/23/04

A3

3,980,000

3,859,645

Finova Capital Corp.:

6.11% 2/18/03

Baa2

5,720,000

5,033,600

6.12% 5/28/02

Baa2

2,000,000

1,870,000

7.25% 11/8/04

Baa2

3,890,000

3,462,100

First Security Capital I 8.41% 12/15/26

A3

1,690,000

1,565,684

Ford Motor Credit Co.:

6.4513% 7/16/01 (j)

A2

13,000,000

13,014,079

7.5% 3/15/05

A2

3,850,000

3,821,125

7.875% 6/15/10

A2

1,690,000

1,692,400

GS Escrow Corp.
7.125% 8/1/05

Ba1

2,800,000

2,487,352

Heller Financial, Inc.
6% 3/19/04

A3

5,050,000

4,725,992

HSBC Capital Funding LP 10.176% 12/31/49 (f)(g)

A1

2,600,000

2,784,210

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

$ 1,480,000

$ 962,000

7.6% 8/1/07

Ba2

4,190,000

2,220,700

7.875% 8/1/03

Ba2

690,000

427,800

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

2,865,000

2,726,076

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

1,971,358

Sprint Capital Corp.
6.875% 11/15/28

Baa1

2,905,000

2,511,779

The Money Store, Inc.
7.3% 12/1/02

A2

2,550,000

2,526,094

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,437,511

6.75% 5/15/09

Baa1

3,325,000

2,973,115

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

305,000

308,050

76,794,090

Savings & Loans - 0.3%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

730,000

649,700

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,685,161

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,765,815

7% 6/13/02

Baa3

3,400,000

3,351,686

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,197,875

14,650,237

Securities Industry - 0.5%

Amvescap PLC yankee:

6.375% 5/15/03

A3

2,200,000

2,099,592

6.6% 5/15/05

A3

4,410,000

4,108,268

Goldman Sachs Group LP 6.6338% 7/27/00 (j)(l)

A1

12,900,000

12,898,891

Morgan Stanley
Dean Witter & Co.
7.125% 1/15/03

Aa3

4,760,000

4,725,019

23,831,770

TOTAL FINANCE

171,086,722

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fountain View, Inc.
11.25% 4/15/08

Caa1

$ 2,330,000

$ 570,850

Unilab Corp.
12.75% 10/1/09

B3

725,000

746,750

1,317,600

INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC
11.875% 5/15/09

B3

2,490,000

2,465,100

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,810,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,564,635

yankee 6.375% 6/15/05

Baa1

830,000

791,762

9,631,997

Pollution Control - 0.3%

Allied Waste
North America, Inc.:

7.375% 1/1/04

Ba3

1,290,000

1,173,900

7.625% 1/1/06

Ba2

1,095,000

952,650

10% 8/1/09

B2

9,325,000

7,833,000

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

939,400

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

22,500

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

2,100,000

2,086,203

7.1% 8/1/26

Ba1

1,390,000

1,308,296

14,315,949

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

23,947,946

MEDIA & LEISURE - 3.9%

Broadcasting - 2.9%

Adelphia Communications Corp. 9.875% 3/1/07

B1

4,150,000

3,942,500

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,790,465

Ascent Entertainment Group, Inc.
0% 12/15/04 (e)

Ba1

2,145,000

1,737,450

British Sky Broadcasting Group PLC
8.2% 7/15/09

Baa3

6,040,000

5,650,058

Callahan
Nordrhein-Westfalen
14% 7/15/10 (g)

B3

4,120,144

4,120,144

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.
10% 4/1/09

B2

$ 4,100,000

$ 3,977,000

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,130,050

10.25% 7/1/07

B3

7,080,000

7,177,350

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

2,965,965

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

3,360,000

3,124,800

Continental
Cablevision, Inc.:

8.3% 5/15/06

A2

5,125,000

5,246,411

8.625% 8/15/03

A2

2,790,000

2,869,041

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

3,730,000

2,862,775

yankee 0% 12/15/05 (e)

B3

2,460,000

2,300,100

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

2,530,000

1,619,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

2,820,000

2,721,300

9.375% 2/1/09

B2

2,305,000

2,224,325

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

555,000

344,100

FrontierVision Holdings LP/FrontierVision
Holdings Capital Corp. 0% 9/15/07 (e)

B1

4,130,000

3,562,125

FrontierVision Operating Partners LP/FrontierVision Capital Corp.
11% 10/15/06

B1

1,910,000

1,910,000

Golden Sky DBS, Inc.
0% 3/1/07 (e)

Caa1

4,950,000

3,328,875

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

950,000

1,035,500

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,260,000

2,750,103

International Cabletel, Inc. 0% 2/1/06 (e)

B3

1,850,000

1,702,000

Knology Holding, Inc.
0% 10/15/07 (e)

-

2,220,000

1,132,200

LIN Holdings Corp.
0% 3/1/08 (e)

B3

1,635,000

1,075,013

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

2,395,000

2,285,261

NorthPoint Communication Holdings, Inc.
12.875% 2/15/10

Caa1

5,125,000

3,536,250

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

NTL Communications Corp. 11.5% 10/1/08

B3

$ 4,100,000

$ 4,130,750

NTL, Inc.:

0% 4/1/08 (e)

B3

9,455,000

5,862,100

10% 2/15/07

B3

2,020,000

1,919,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,365,000

3,247,225

TCI Communications, Inc. 9.8% 2/1/12

A2

4,550,000

5,169,392

Telemundo Holdings, Inc.
0% 8/15/08 (e)

Caa1

4,410,000

3,064,950

Telewest Communications PLC:

0% 4/15/09 (e)

B1

3,380,000

1,859,000

0% 2/1/10 (e)(g)

B1

3,335,000

1,767,550

Telewest PLC:

yankee 9.625% 10/1/06

B1

680,000

639,200

0% 10/1/07 (e)

B1

6,705,000

6,403,275

Time Warner, Inc.
9.125% 1/15/13

Baa3

5,355,000

5,868,545

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

7,545,000

3,546,150

10.875% 8/1/09

B2

11,443,000

10,069,840

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,843,088

133,510,426

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

2,450,000

2,229,500

Cinemark USA, Inc.
8.5% 8/1/08

B2

845,000

397,150

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

1,785,000

1,779,163

Premier Parks, Inc.
0% 4/1/08 (e)

B3

7,225,000

4,903,969

Viacom, Inc.:

6.75% 1/15/03

Baa1

4,430,000

4,350,747

7.75% 6/1/05

Baa1

2,137,000

2,144,244

15,804,773

Lodging & Gaming - 0.3%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

2,225,000

2,080,375

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,120,000

1,950,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

1,525,000

1,433,500

Host Marriott LP
8.375% 2/15/06

Ba2

3,000,000

2,805,000

ITT Corp.
7.375% 11/15/15

Ba1

810,000

678,375

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Lodging & Gaming - continued

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 2,110,000

$ 1,993,950

Station Casinos, Inc. 9.875% 7/1/10 (g)

B1

2,490,000

2,502,450

13,444,050

Publishing - 0.3%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,916,010

7.75% 1/20/24

Baa3

2,590,000

2,344,649

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

5,340,000

5,405,842

11,666,501

Restaurants - 0.1%

Domino's, Inc.
10.375% 1/15/09

B3

1,620,000

1,502,550

NE Restaurant, Inc.
10.75% 7/15/08

B3

2,760,000

2,152,800

3,655,350

TOTAL MEDIA & LEISURE

178,081,100

NONDURABLES - 0.5%

Beverages - 0.2%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

5,840,000

5,612,824

6.8% 12/15/08

Baa3

3,040,000

2,850,994

8,463,818

Foods - 0.1%

ConAgra, Inc.
7.125% 10/1/26

Baa1

3,200,000

2,951,168

Del Monte Foods Co.
0% 12/15/07 (e)

Caa1

2,390,000

1,792,500

4,743,668

Tobacco - 0.2%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,725,729

7.25% 9/15/01

A2

1,450,000

1,426,322

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

3,500,000

3,250,660

8,402,711

TOTAL NONDURABLES

21,610,197

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

RETAIL & WHOLESALE - 0.5%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

$ 5,475,000

$ 2,819,625

7.125% 1/15/07

Caa1

1,595,000

845,350

3,664,975

General Merchandise Stores - 0.2%

Dayton Hudson Corp.
7.5% 7/15/06

A2

3,500,000

3,498,040

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,901,120

8.5% 6/15/03

Baa1

2,580,000

2,603,659

Kmart Corp. 12.5% 3/1/05

Baa3

2,510,000

2,723,350

11,726,169

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

4,480,000

4,479,149

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

6,150,000

4,243,500

8,722,649

TOTAL RETAIL & WHOLESALE

24,113,793

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

1,430,000

1,437,150

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

2,040,000

1,183,200

Medaphis Corp.
9.5% 2/15/05

Caa1

1,770,000

1,327,500

2,510,700

TOTAL SERVICES

3,947,850

TECHNOLOGY - 1.0%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

2,102,075

Computer Services & Software - 0.4%

Amazon.com, Inc.
0% 5/1/08 (e)

Caa1

2,305,000

1,244,700

Concentric Network Corp. 12.75% 12/15/07

B-

595,000

624,750

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

3,885,000

1,903,650

12% 2/15/10

B3

5,505,000

4,266,375

12.5% 2/15/09

B3

1,091,000

867,345

Exodus Communications, Inc. 11.25% 7/1/08

B-

1,945,000

1,925,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

Federal Data Corp. 10.125% 8/1/05

B3

$ 3,720,000

$ 2,418,000

PSINet, Inc.
10.5% 12/1/06

B3

5,940,000

5,464,800

Verio, Inc.
10.375% 4/1/05

B3

61,000

64,965

18,780,135

Computers & Office Equipment - 0.3%

Comdisco, Inc.
6.375% 11/30/01

Baa1

8,300,000

8,030,997

Globix Corp.
12.5% 2/1/10

B-

3,270,000

2,697,750

Sun Microsystems, Inc.
7% 8/15/02

Baa1

1,380,000

1,371,444

12,100,191

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,055,000

3,284,125

Details, Inc. 10% 11/15/05

B3

520,000

494,000

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

560,000

565,600

10.375% 10/1/07

B3

1,660,000

1,693,200

Flextronics International Ltd. 9.875% 7/1/10 (g)

Ba3

1,210,000

1,228,150

Micron Technology, Inc. 6.5% 9/30/05 (l)

B3

3,000,000

2,505,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

1,340,000

1,430,450

11,200,525

TOTAL TECHNOLOGY

44,182,926

TRANSPORTATION - 0.8%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

1,110,000

1,073,259

7.73% 9/15/12

Baa1

455,032

434,601

Delta Air Lines, Inc.
8.3% 12/15/29

Baa3

4,000,000

3,486,400

Qantas Airways Ltd.
7.75% 6/15/09 (g)

Baa1

4,370,000

4,348,150

US Airways Group, Inc. 10.375% 3/1/13

Ba3

2,480,000

2,207,200

11,549,610

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Railroads - 0.6%

Burlington Northern
Santa Fe Corp.:

6.125% 3/15/09

Baa2

$ 6,450,000

$ 5,748,240

7.29% 6/1/36

Baa2

3,000,000

2,932,170

Canadian National Railway Co. 6.9% 7/15/28

Baa2

3,390,000

2,860,041

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,074,068

6.46% 6/22/05

Baa2

5,120,000

4,814,797

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,460,350

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,607,660

26,497,326

TOTAL TRANSPORTATION

38,046,936

UTILITIES - 3.4%

Cellular - 1.0%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

2,830,000

1,726,300

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

1,235,000

1,244,263

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

8,170,000

6,209,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

6,205,000

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

16,310,000

12,150,950

Nextel International, Inc.
0% 4/15/08 (e)

Caa1

1,270,000

838,200

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

2,950,000

2,891,000

TeleCorp PCS, Inc.
0% 4/15/09 (e)

B3

3,235,000

2,127,013

Triton PCS, Inc.
0% 5/1/08 (e)

B3

3,030,000

2,189,175

Vodafone AirTouch PLC 7.625% 2/15/05 (g)

A2

3,040,000

3,036,717

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

1,430,000

958,100

10.375% 11/15/09

B2

7,905,000

8,221,200

47,797,118

Electric Utility - 0.5%

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,527,093

6.73% 12/11/02 (g)

Baa2

4,910,000

4,783,518

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

2,095,000

2,109,162

Hydro-Quebec yankee
8.4% 3/28/25

A2

2,620,000

2,766,720

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utility - continued

Illinois Power Co.
7.5% 6/15/09

Baa1

$ 1,880,000

$ 1,835,218

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,360,028

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,731,288

Texas Utilities Co.
6.375% 1/1/08

Baa3

990,000

894,218

21,007,245

Gas - 0.1%

Reliant Energy
Resources Corp.
8.125% 7/15/05 (g)

Baa1

2,550,000

2,549,490

Telephone Services - 1.8%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

1,280,000

931,200

12.875% 5/15/08

B3

1,390,000

1,504,675

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

2,520,000

2,504,452

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

7,180,000

7,294,377

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

2,745,000

1,235,250

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

840,000

808,500

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

2,450,000

2,474,500

ICG Services, Inc.
0% 5/1/08 (e)

B3

2,425,000

1,115,500

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

813,750

0% 3/1/09 (e)

B3

1,410,000

856,575

Level 3 Communications, Inc. 9.125% 5/1/08

B3

3,885,000

3,486,788

Logix Communications Enterprises, Inc.
12.25% 6/15/08

-

4,040,000

1,292,800

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

2,485,000

2,074,975

9.5% 11/1/08

B1

1,205,000

1,174,875

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

580,000

569,850

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,870,000

2,690,625

Ono Finance PLC
13% 5/1/09

Caa1

2,075,000

1,960,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pathnet, Inc.
12.25% 4/15/08

-

$ 4,665,000

$ 2,612,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

7,983,000

3,153,285

12.75% 4/15/09

B3

2,510,000

1,706,800

Telecomunicaciones
de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

5,540,000

5,159,291

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,588,869

7.7% 7/20/29

Baa1

6,330,000

5,960,771

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

4,445,000

2,044,700

11.5% 12/1/07

Caa1

4,295,000

3,328,625

WinStar
Communications, Inc.:

0% 4/15/10 (e)(g)

B3

12,896,000

5,996,640

12.75% 4/15/10 (g)

B3

10,487,000

10,119,955

WorldCom, Inc.
8.875% 1/15/06

A3

3,139,000

3,254,704

82,715,607

TOTAL UTILITIES

154,069,460

TOTAL NONCONVERTIBLE BONDS

758,969,328

TOTAL CORPORATE BONDS

(Cost $818,133,022)

769,770,866

U.S. Government and Government
Agency Obligations - 7.4%

U.S. Government Agency Obligations - 3.4%

Fannie Mae:

0% 8/24/00

-

30,000,000

29,717,460

6% 5/15/08

Aaa

12,000,000

11,190,840

6.5% 4/29/09

Aaa

9,210,000

8,604,166

7.125% 2/15/05

Aaa

10,045,000

10,085,783

7.25% 5/15/30

Aaa

12,135,000

12,382,020

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,141,560

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,405,770

6.75% 2/1/02

Aaa

38,840,000

38,718,431

7.59% 3/10/05

Aaa

3,850,000

3,928,194

Freddie Mac:

0% 8/17/00

-

10,000,000

9,918,490

6.25% 7/15/04

Aaa

6,200,000

6,027,578

6.75% 8/1/05

Aaa

2,500,000

2,464,850

6.875% 1/15/05

Aaa

3,255,000

3,234,656

7% 7/15/05

Aaa

4,400,000

4,393,840

U.S. Government and Government Agency
Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7.625% 9/9/09

Aaa

$ 3,415,000

$ 3,366,985

Tennessee Valley Authority 7.125% 5/1/30

Aaa

2,570,000

2,580,794

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,879,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

156,040,798

U.S. Treasury Obligations - 4.0%

U.S. Treasury Bills, yield
at date of purchase
5.76% 8/24/00 (i)

-

8,000,000

7,935,864

U.S. Treasury Bonds:

5.25% 2/15/29

Aaa

750,000

665,625

6.875% 8/15/25

Aaa

715,000

779,236

7.625% 2/15/25

Aaa

10,290,000

12,167,925

8% 11/15/21

Aaa

2,200,000

2,659,602

8.125% 8/15/19

Aaa

58,400,000

70,600,344

8.875% 8/15/17

Aaa

4,027,000

5,133,177

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,150,438

12% 8/15/13

Aaa

3,740,000

5,049,000

13.875% 5/15/11 (callable)

Aaa

21,150,000

28,688,072

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

1,665,000

1,512,020

6.25% 10/31/01

Aaa

820,000

817,433

6.625% 6/30/01

Aaa

19,110,000

19,133,888

7% 7/15/06

Aaa

8,695,000

9,010,194

7.25% 8/15/04

Aaa

1,404,000

1,451,610

TOTAL U.S. TREASURY OBLIGATIONS

183,754,428

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $344,947,217)

339,795,226

U.S. Government Agency -
Mortgage Securities - 9.6%

Fannie Mae - 8.4%

6% 1/1/11 to 1/1/29

Aaa

55,576,630

51,894,145

6.5% 5/1/14 to 1/1/30

Aaa

112,916,299

106,742,974

7% 8/1/13 to 12/1/29

Aaa

126,273,999

122,195,551

7.5% 7/1/16 to 3/1/30

Aaa

30,045,234

29,660,358

7.5% 7/1/30 (h)

Aaa

25,600,000

25,224,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 9/1/26 to 3/1/30

Aaa

$ 1,472,835

$ 1,478,817

8% 7/1/30 (h)

Aaa

44,860,000

45,028,225

TOTAL FANNIE MAE

382,224,070

Freddie Mac - 0.1%

7.5% 5/1/17 to 7/1/29

Aaa

3,977,164

3,939,908

8% 7/1/17 to 5/1/27

Aaa

616,237

621,896

8.5% 7/1/22 to 6/1/23

Aaa

23,330

23,822

TOTAL FREDDIE MAC

4,585,626

Government National Mortgage Association - 1.1%

6% 12/15/08 to 6/15/09

Aaa

2,339,469

2,255,515

6.5% 6/15/08 to 7/15/09

Aaa

10,988,800

10,770,268

7% 7/15/28

Aaa

17,866,601

17,369,552

7.5% 9/15/22 to 8/15/28

Aaa

19,270,248

19,157,679

8% 5/15/25

Aaa

80,865

81,775

8.5% 12/15/16

Aaa

25,719

26,519

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

49,661,308

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $444,523,943)

436,471,004

Asset-Backed Securities - 0.7%

Airplanes pass through trust 10.875% 3/15/19

Ba2

2,513,697

1,860,135

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,651,903

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,855,508

CIT Marine Trust
5.8% 4/15/10

Aaa

5,920,000

5,720,200

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

586,472

583,539

CPS Auto Receivables Trust 6% 8/15/03

Aaa

2,157,284

2,127,622

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,460,563

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,643,569

6.4% 12/15/02

Aa2

1,480,000

1,460,760

7.03% 11/15/03

Aaa

704,000

703,450

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

361,150

360,810

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Olympic Automobile Receivables Trust
6.7% 3/15/02

Aaa

$ 193,142

$ 193,082

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
6.125% 2/5/03 (g)(j)

Baa2

1,549,554

1,542,048

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,650,000

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

2,101,899

2,088,106

TOTAL ASSET-BACKED SECURITIES

(Cost $34,231,746)

32,901,295

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(g)(j)

Ba3

1,007,822

485,959

U.S. Government Agency - 0.3%

Bank America Mortgage Securities, Inc.:

Series 1999-3, Class A1 6.25% 5/25/14

AAA

6,026,533

5,696,016

Series 1999-6, Class A1 6.25% 7/25/14

AAA

3,828,300

3,614,872

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

2,970,516

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,336,344

TOTAL U.S. GOVERNMENT AGENCY

14,617,748

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $14,957,335)

15,103,707

Commercial Mortgage Securities - 1.6%

Bankers Trust REMIC Trust 1998-1 Series 1998-S1A Class G, 8.5632% 11/28/02 (g)(j)

Baa3

1,000,000

960,625

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(j)

-

1,900,000

1,316,938

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (g)(j)

BBB

1,095,356

1,088,810

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay
Series 1996-1:

Class A-3PI,
7.08% 11/1/07

AA

$ 3,000,000

$ 2,947,266

Class B, 7.48% 2/1/08

A

2,320,000

2,266,984

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,267,572

Series 1998-FL1 Class E, 7.4913% 1/10/13 (g)(j)

Baa2

5,490,000

5,465,553

Deutsche Mortgage &
Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

4,260,000

3,826,678

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,471,152

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,259,031

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,148,266

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,138,500

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,073,338

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (g)(j)

-

500,000

330,469

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

750,000

285,000

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(j)

-

1,300,000

1,040,813

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba3

750,000

603,164

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(j)

Baa3

4,930,000

4,262,332

LTC Commercial Mortgage pass through certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

2,997,247

2,819,754

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (g)(j)

-

1,509,471

1,501,216

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (j)

Baa2

$ 4,260,000

$ 3,886,585

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (g)(j)

-

800,000

740,875

Penn Mutual Life Insurance Co. (The)/Penn Insurance & Annuity Co.
Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,473,000

953,768

Class L, 7.9% 11/15/26 (g)

-

1,133,000

595,710

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

1,620,000

1,635,694

Structured Asset
Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (g)

BB

1,200,000

1,105,734

Series 1996-CFL:

Class E,
7.75% 2/25/28

BBB

2,390,000

2,370,021

Class G,
7.75% 2/25/28 (g)

B+

1,000,000

887,500

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

4,200,000

3,975,234

Series D-2,
6.992% 12/15/10 (g)

Baa2

4,120,000

3,791,205

Series E-2,
7.224% 12/15/10 (g)

Baa3

2,450,000

2,200,789

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $77,443,303)

73,216,576

Foreign Government and Government
Agency Obligations - 0.5% (k)

Israeli State euro
6.375% 12/19/01

A3

3,350,000

3,301,794

Korean Republic yankee:

8.75% 4/15/03

Baa2

1,340,000

1,364,066

8.875% 4/15/08

Baa2

1,868,000

1,926,842

Newfoundland Province yankee 11.
625% 10/15/07

Baa1

2,000,000

2,455,600

Quebec Province
7.5% 9/15/29

A2

7,220,000

7,093,000

United Mexican States 9.875% 2/1/10

Baa3

5,110,000

5,339,950

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $21,783,424)

21,481,252

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

$ 4,750,000

$ 4,524,945

Purchased Bank Debt - 1.3%

Allied Waste North America, Inc. term loan:

9.5625% 7/21/06 (j)

Ba3

2,272,727

2,130,682

9.7542% 7/21/07 (j)

Ba3

2,727,273

2,556,818

American Tower L P term loan 9.53% 12/31/07 (j)

-

3,400,000

3,417,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (j)

Ba3

6,000,000

5,962,500

Crown Castle Operating Co. term loan 9.46% 6/15/08 (j)

Ba3

4,200,000

4,210,500

Dynatech LLC term loan 10.03% 9/1/07 (j)

-

4,240,000

4,218,800

Huntsman ICI Chemicals LLC sr. secured:

term B loan
9.875% 6/30/07 (j)

-

1,837,630

1,842,224

term C loan
9.8128% 6/30/08 (j)

-

2,382,200

2,388,156

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (j)

-

4,300,000

4,418,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (j)

Ba2

4,250,000

4,260,625

Nextel Finance Co.
term loan:

9.6875% 6/30/08 (j)

Ba2

3,000,000

3,011,250

10.375% 12/31/08 (j)

Ba2

3,000,000

3,011,250

Packaging Corp. of America term loan 0% 5/22/07 (j)

-

2,500,000

2,506,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (j)

B1

1,665,000

1,654,594

Tritel Holding Corp.
term loan
11.15% 12/31/07 (j)

B2

4,250,000

4,265,938

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (j)

B+

$ 5,100,000

$ 5,087,250

Wci Capital Corp. term loan 11.43% 9/30/07 (j)

B2

3,600,000

3,591,000

TOTAL PURCHASED BANK DEBT

(Cost $58,603,499)

58,533,087

Bank Notes - 0.2%

Bank One NA 6.29% 8/25/00
(Cost $11,350,000)

11,350,000

11,332,056

Certificates of Deposit - 0.2%

Canadian Imperial Bank
of Commerce yankee
7.01% 11/27/00
(Cost $11,500,000)

11,500,000

11,506,374

Commercial Paper - 2.3%

CIT Group, Inc. 6.43% 7/5/00

11,000,000

10,995,875

Daimler-Chrysler North America Holding Corp. yankee
6.65% 11/7/00

10,000,000

9,766,461

Falcon Asset Securitization Corp. 6.58% 8/10/00

11,000,000

10,923,715

General Motors Acceptance Corp. 6.62% 8/23/00

10,000,000

9,906,925

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

10,000,000

9,763,858

Kitty Hawk Funding Corp.
6.6% 7/20/00

10,000,000

9,968,786

Montauk Funding Corp. yankee 6.58% 7/12/00

11,000,000

10,981,575

Preferred Receivables Funding Corp. 6.58% 7/18/00

11,000,000

10,969,475

Windmill Funding Corp. yankee 6.58% 7/20/00

11,000,000

10,965,352

Woolwich PLC yankee
6.21% 7/19/00

11,400,000

11,366,408

TOTAL COMMERCIAL PAPER

(Cost $105,548,446)

105,608,430

Cash Equivalents - 9.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 30,341,270

$ 30,324,000

Shares

Central Cash Collateral Fund, 6.71% (c)

659,100

659,100

Taxable Central Cash Fund, 6.59% (c)

394,173,790

394,173,790

TOTAL CASH EQUIVALENTS

(Cost $425,156,890)

425,156,890

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $4,073,306,528)

4,573,384,257

NET OTHER ASSETS - (0.3)%

(15,209,059)

NET ASSETS - 100%

$ 4,558,175,198

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

634 S&P 500 Stock Index Contracts

Sept. 2000

$ 232,693,850

$ (1,400,223)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $125,044,672 or 2.7% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,935,864.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(l) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP
6.6338% 7/27/00

1/25/99

$ 12,900,000

Micron Technology, Inc.
6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

20.8%

AAA, AA, A

17.8%

Baa

6.5%

BBB

6.0%

Ba

1.7%

BB

1.9%

B

5.3%

B

5.8%

Caa

1.3%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,703,007,563 and $2,385,422,392, respectively, of which long-term U.S. government and government agency obligations aggregated $703,320,022 and $737,829,262, respectively.

The market value of futures contracts opened and closed during the period amounted to $369,738,823 and $140,715,190, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $30,209 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $15,403,891 and 0.3% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $659,757. The fund received cash collateral of $659,100 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $4,073,709,121. Net unrealized appreciation aggregated $499,675,136, of which $646,290,978 related to appreciated investment securities and $146,615,842 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $30,324,000)
(cost $4,073,306,528) -
See accompanying schedule

$ 4,573,384,257

Cash

417,051

Receivable for investments sold

78,404,347

Receivable for fund shares sold

538,054

Dividends receivable

1,365,550

Interest receivable

27,511,966

Receivable for daily variation on futures contracts

1,131,992

Other receivables

132,043

Total assets

4,682,885,260

Liabilities

Payable for investments purchased
Regular delivery

$ 73,353,664

Delayed delivery

44,912,865

Payable for fund shares redeemed

3,398,939

Accrued management fee

2,015,725

Distribution fees payable

2,417

Other payables and
accrued expenses

367,352

Collateral on securities loaned,
at value

659,100

Total liabilities

124,710,062

Net Assets

$ 4,558,175,198

Net Assets consist of:

Paid in capital

$ 3,894,821,160

Undistributed net investment income

93,150,596

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

71,519,816

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

498,683,626

Net Assets

$ 4,558,175,198

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,529,401,644
÷
273,761,954 shares)

$16.55

Service Class:
Net Asset Value, offering
price and redemption price
per share ($28,004,993
÷
1,701,507 shares)

$16.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($768,561
÷ 46,732 shares)

$16.45

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 16,298,613

Interest

82,305,154

Security lending

650

Total income

98,604,417

Expenses

Management fee

$ 12,350,508

Transfer agent fees

1,535,078

Distribution fees

13,162

Accounting and security lending fees

334,234

Non-interested trustees' compensation

15,911

Custodian fees and expenses

55,539

Registration fees

12,422

Audit

22,607

Legal

16,406

Miscellaneous

30,810

Total expenses before reductions

14,386,677

Expense reductions

(144,577)

14,242,100

Net investment income

84,362,317

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

70,050,664

Foreign currency transactions

(13)

Futures contracts

5,070,440

75,121,091

Change in net unrealized appreciation (depreciation) on:

Investment securities

(193,765,715)

Assets and liabilities in
foreign currencies

(7)

Futures contracts

(1,400,223)

(195,165,945)

Net gain (loss)

(120,044,854)

Net increase (decrease) in net assets resulting from operations

$ (35,682,537)

Other Information

Expense reductions
Directed brokerage arrangements

$ 134,129

Custodian credits

10,448

$ 144,577

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 84,362,317

$ 163,666,158

Net realized gain (loss)

75,121,091

365,307,199

Change in net unrealized appreciation (depreciation)

(195,165,945)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(35,682,537)

514,281,634

Distributions to shareholders
From net investment income

(154,095,495)

(161,497,855)

From net realized gain

(363,069,869)

(204,563,949)

Total distributions

(517,165,364)

(366,061,804)

Share transactions - net increase (decrease)

150,420,217

(98,885,126)

Total increase (decrease) in net assets

(402,427,684)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $93,150,596 and $163,666,159, respectively)

$ 4,558,175,198

$ 4,960,602,882

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,773,047

$ 130,415,409

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(29,837,358)

(502,371,635)

(45,749,338)

(801,281,286)

Net increase (decrease)

9,389,691

$ 142,631,253

(5,767,136)

$ (115,434,485)

Service Class
Sold

388,675

$ 6,434,099

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(118,776)

(1,991,210)

(131,705)

(2,298,185)

Net increase (decrease)

427,593

$ 7,010,144

953,401

$ 16,549,359

Service Class 2 A
Sold

49,063

$ 817,391

-

$ -

Reinvested

666

10,842

-

-

Redeemed

(2,997)

(49,413)

-

-

Net increase (decrease)

46,732

$ 778,820

-

$ -

Distributions
From net investment income
Initial Class

$ 153,336,461

$ 161,271,317

Service Class

755,842

226,538

Service Class 2 A

3,192

-

Total

$ 154,095,495

$ 161,497,855

From net realized gain
Initial Class

$ 361,250,806

$ 204,277,001

Service Class

1,811,413

286,948

Service Class 2 A

7,650

-

Total

$ 363,069,869

$ 204,563,949

$ 517,165,364

$ 366,061,804

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

$ 13.79

Income from Investment Operations

Net investment income

.30 D

.59 D

.59 D

.57 D

.63

.30

Net realized and unrealized gain (loss)

(.44)

1.28

1.84

2.58

1.55

1.99

Total from investment operations

(.14)

1.87

2.43

3.15

2.18

2.29

Less Distributions

From net investment income

(.59)

(.60)

(.57)

(.59)

(.57)

(.29)

From net realized gain

(1.39)

(.76)

(1.71)

(1.48)

(.47)

-

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

(.29)

Net asset value, end of period

$ 16.55

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Total Return B, C

(.69)%

11.09%

15.05%

20.65%

14.60%

16.96%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,529,402

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

$ 3,333,844

Ratio of expenses to average net assets

.61% A

.63%

.64%

.65%

.74%

.81%

Ratio of expenses to average net assets after
expense reductions

.61% A

.62% F

.63% F

.64% F

.73% F

.79% F

Ratio of net investment income to average net assets

3.59% A

3.36%

3.46%

3.43%

3.60%

3.54%

Portfolio turnover

78% A

94%

113%

101%

168%

256%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.29

.56

.57

.10

Net realized and unrealized gain (loss)

(.45)

1.29

1.82

.29

Total from investment operations

(.16)

1.85

2.39

.39

Less Distributions

From net investment income

(.58)

(.60)

(.57)

-

From net realized gain

(1.39)

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 16.46

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(.74)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,005

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.71% A

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% A

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.49% A

3.25%

3.49%

3.52% A

Portfolio turnover

78% A

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.24

Net realized and unrealized gain (loss)

.01 E

Total from investment operations

.25

Less Distributions

From net investment income

(.58)

From net realized gain

(1.39)

Total distributions

(1.97)

Net asset value, end of period

$ 16.45

Total Return B

1.49%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 769

Ratio of expenses to average net assets

.84% A

Ratio of net investment income to average net assets

3.36% A

Portfolio turnover

78% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class

-4.78%

7.23%

11.94%

ML High Yield Master II

-0.97%

7.03%

10.83%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - 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. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $30,904 - a 209.04% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $27,971 - a 179.71% increase.

Investment Summary

Top Five Holdings as of June 30, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.5

NEXTLINK Communications, Inc.

4.4

WinStar Communications, Inc.

3.0

Allied Waste North America, Inc.

2.7

ICG Holdings, Inc.

2.5

18.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Utilities

31.8

Media & Leisure

23.8

Technology

8.2

Basic Industries

7.8

Industrial Machinery & Equipment

5.2

Quality Diversification as of June 30, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.2

Ba

4.0

B

53.1

Caa, Ca, C

13.5

Not Rated

7.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2000 account for 7.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. For the six-month period that ended June 30, 2000, the fund lagged the -1.00% return of the Merrill Lynch High Yield Master Index II. The fund also underperformed the index's -0.97% return for the 12-month period ending June 30, 2000.

Q. What factors drove the high-yield market's performance and how did those factors, in turn, affect the fund's performance?

A. As they did throughout most of 1999, rising interest rates continued to put pressure on high-yield bonds and most other fixed-income investments. From January through June 2000, the Federal Reserve Board raised interest rates three times to cool the economy and the stock market. Compounding the effects of the difficult interest-rate backdrop was the fact that the "technicals" - supply and demand - were unfavorable. While supply had tapered off significantly from the same six-month period a year earlier, demand was quite weak. Furthermore, the default rate - which measures the percentage of high-yield debt that companies are unable or unwilling to honor - continued to rise, which also cooled demand. Those factors conspired to drive the high-yield market and the fund lower.

Q. Why did the fund underperform the Merrill Lynch index?

A. Unfortunately, a small handful of disappointments significantly detracted from the fund's performance. Given the overall negative tone of the high-yield market, investors severely punished companies that had worse-than-expected results. Most of the fund's underperformance can be accounted for by losses in securities of three holdings that defaulted: Sunterra Resorts, Specialty Retailers - the operating subsidiary of Stages Stores, Inc. - and competitive local exchange carrier GST Telecom. Also, continued weakness in the theater industry due to an overbuilding of new movie theaters pressured bonds in that sector.

Q. What holdings held up well against the difficult backdrop?

A. Telecommunications holdings outperformed the overall market. Many of these companies began to see very attractive returns from their network investments as they neared critical mass. Overall demand for telecom services, particularly high-speed data transmission, continued to be very robust. Within telecommunications, the fund benefited from its holdings in WinStar Communications, which refinanced its debt at very favorable terms during the period. Cable companies also performed well. In particular, our holdings in two international cable concerns, UnitedGlobalCom and Telewest both benefited from their investments in advanced networks that allow them to bundle high-speed Internet access and telephony with cable TV. In addition, both companies successfully raised equity during the period. Also, our position in Allied Waste - now the nation's second-largest waste management company - rebounded during the period and was a significant contributor to performance.

Q. What changes did you make over the past six months?

A. One of the most significant changes was that I concentrated more of the fund in larger, more liquid holdings. Historically, I've tried to find value among less-followed small- and mid-tier companies. But it became clear that the market environment was one that overly punished companies in those groups that disappoint. As a result, I focused on the larger-cap companies in the high-yield universe, particularly those with strong operating fundamentals and access to capital. As examples, I added to some of the fund's larger holdings, including telecommunications companies Nextel and NEXTLINK and direct broadcast satellite company Echostar.

Q. What's your outlook?

A. In my view, the relatively cheap valuations of high-yield bonds offer cause for optimism. The average high-yield bond is selling in the low 80s as a percentage of par - or face - value with yields nearing 13%, or twice the absolute level of U.S. Treasury bond yields. We haven't really seen that type of value since 1990 when the U.S. economy was in a recession. Even though the economy may slow in response to higher interest rates, I think the risk of a recession is limited over the near term. Steady economic growth would likely be a positive backdrop for this market. While I can't pinpoint exactly what will be the catalyst for a high-yield market turnaround, I would expect that the end of the Fed's campaign to raise interest rates could provide a significant boost for high-yield and other fixed-income securities as well.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: to seek high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2000, more than $2.2 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 75.4%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 3.3%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

$ 14,680,000

$ 9,762,200

MEDIA & LEISURE - 2.2%

Broadcasting - 2.2%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

-

50,665,000

48,195,081

UTILITIES - 0.7%

Cellular - 0.7%

Nextel
Communications, Inc.:

5.25% 1/15/10 (f)

B1

10,000,000

10,350,000

5.25% 1/15/10

B1

5,000,000

5,175,000

15,525,000

TOTAL CONVERTIBLE BONDS

73,482,281

Nonconvertible Bonds - 72.1%

BASIC INDUSTRIES - 7.7%

Chemicals & Plastics - 5.0%

Acetex Corp. yankee 9.75% 10/1/03

B3

3,000,000

2,805,000

Avecia Group PLC 11% 7/1/09

B2

7,275,000

7,129,500

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

4,275,000

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

9,344,000

9.5% 7/1/07 (f)

B2

32,830,000

29,957,375

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

12,390,000

Huntsman ICI Holdings LLC 0% 12/31/09

B3

34,102,000

10,912,640

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

3,740,000

3,702,600

9.875% 5/1/07

Ba3

9,420,000

9,325,800

10.875% 5/1/09

B2

18,455,000

18,316,588

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

5,030,000

4,074,300

112,232,803

Metals & Mining - 0.4%

Kaiser Aluminum & Chemical Corp.:

9.875% 2/15/02

B1

2,455,000

2,369,075

12.75% 2/1/03

B3

6,958,000

6,331,780

8,700,855

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Packaging & Containers - 1.0%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

$ 14,080,000

$ 10,841,600

9.75% 6/15/07

Caa1

5,370,000

4,188,600

Packaging Corp. of America 9.625% 4/1/09

B2

7,470,000

7,376,625

22,406,825

Paper & Forest Products - 1.3%

APP China Group Ltd. 14% 3/15/10 unit (f)

B3

4,875,000

3,071,250

APP Finance II Mauritius Ltd. 12% 3/15/04

B3

4,175,000

2,129,250

Container Corp. of America gtd. 9.75% 4/1/03

B2

1,690,000

1,681,550

Millar Western Forest Products Ltd. 9.875% 5/15/08

B3

13,115,000

12,295,313

Repap New Brunswick, Inc.:

11.5% 6/1/04

B3

1,795,000

1,803,975

yankee 10.625% 4/15/05

Caa1

6,340,000

5,579,200

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,184,500

27,745,038

TOTAL BASIC INDUSTRIES

171,085,521

CONSTRUCTION & REAL ESTATE - 2.0%

Building Materials - 0.3%

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

7,360,000

Construction - 0.1%

Great Lakes Dredge & Dock Corp. 11.25% 8/15/08

B3

50,000

49,375

Lennar Corp. 9.95% 5/1/10 (f)

Ba1

3,010,000

2,964,850

3,014,225

Engineering - 0.6%

360networks, Inc. 13% 5/1/08 (f)

B3

12,660,000

12,533,400

Real Estate - 0.9%

LNR Property Corp.:

9.375% 3/15/08

B1

14,395,000

12,523,650

10.5% 1/15/09

B1

7,040,000

6,476,800

19,000,450

Real Estate Investment Trusts - 0.1%

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

3,520,000

2,710,400

TOTAL CONSTRUCTION & REAL ESTATE

44,618,475

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.1%

Federal-Mogul Corp. 7.5% 1/15/09

Ba2

$ 5,455,000

$ 3,600,300

Textiles & Apparel - 0.2%

Levi Strauss & Co.:

6.8% 11/1/03

Ba3

3,775,000

3,095,500

7% 11/1/06

Ba3

755,000

573,800

3,669,300

TOTAL DURABLES

7,269,600

ENERGY - 2.0%

Coal - 0.4%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

10,210,000

9,469,775

Energy Services - 0.4%

Cliffs Drilling Co. 10.25% 5/15/03

Ba3

900,000

904,500

R&B Falcon Corp.:

6.5% 4/15/03

Ba3

5,525,000

5,124,438

6.75% 4/15/05

Ba3

1,260,000

1,137,150

6.95% 4/15/08

Ba3

750,000

637,500

9.5% 12/15/08

Ba3

595,000

597,975

8,401,563

Oil & Gas - 1.2%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

1,610,000

1,493,275

8.5% 3/15/12

B2

1,435,000

1,205,400

9.125% 4/15/06

B2

3,565,000

3,377,838

Great Lakes Carbon Corp.:

0% 5/15/09 (d)

Caa1

15,215,000

6,086,000

10.25% 5/15/08 pay-in-kind

B3

8,550,000

6,840,000

Plains Resources, Inc.:

Series B 10.25% 3/15/06

B2

5,860,000

5,801,400

Series D 10.25% 3/15/06

B2

2,770,000

2,742,300

27,546,213

TOTAL ENERGY

45,417,551

FINANCE - 2.2%

Credit & Other Finance - 2.0%

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

14,905,000

6,930,825

10% 3/15/04

Caa3

1,824,000

839,040

APP Global Finance III 10.7513% 4/17/02 (g)

Caa1

2,400,000

1,704,000

Delta Financial Corp. 9.5% 8/1/04

B3

1,350,000

607,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

$ 4,870,000

$ 4,139,500

Imperial Credit Industries 9.875% 1/15/07

B3

17,470,000

12,578,400

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

2,720,000

1,768,000

7.875% 8/1/03

Ba2

6,900,000

4,278,000

Metris Companies, Inc.:

10% 11/1/04

Ba3

100,000

94,000

10.125% 7/15/06

Ba3

1,810,000

1,719,500

MFN Financial Corp. 10% 3/23/01

-

10,000,000

9,600,000

PX Escrow Corp. 0% 2/1/06 (d)

B3

3,190,000

1,339,800

45,598,565

Insurance - 0.2%

Willis Corroon Corp. 9% 2/1/09

Ba3

5,500,000

4,606,250

TOTAL FINANCE

50,204,815

HEALTH - 1.9%

Drugs & Pharmaceuticals - 0.3%

Global Health Sciences, Inc. 11% 5/1/08

Caa1

7,970,000

1,992,500

Warner Chilcott, Inc. 12.625% 2/15/08 (f)

B2

4,815,000

4,863,150

6,855,650

Medical Facilities Management - 1.6%

Express Scripts, Inc. 9.625% 6/15/09

Ba2

9,055,000

8,828,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

7,330,000

1,795,850

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Oxford Health Plans, Inc. 11% 5/15/05

B2

14,465,000

14,935,113

Unilab Corp. 12.75% 10/1/09

B3

8,920,000

9,187,600

34,748,351

TOTAL HEALTH

41,604,001

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 0.7%

Loral Space & Communications Ltd. 9.5% 1/15/06

B1

1,185,000

865,050

Motors & Gears, Inc. 10.75% 11/15/06

B3

9,170,000

8,803,200

Telex Communications, Inc. 10.5% 5/1/07

B2

7,490,000

5,018,300

14,686,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.7%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 8,500,000

$ 7,522,500

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa1

11,470,000

4,129,200

Thermadyne Manufacturing LLC 9.875% 6/1/08

B3

4,470,000

3,441,900

Tokheim Corp. 11.375% 8/1/08

Ca

9,030,000

903,000

15,996,600

Pollution Control - 2.9%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,701,700

7.625% 1/1/06

Ba2

1,185,000

1,030,950

7.875% 1/1/09

Ba2

1,965,000

1,670,250

10% 8/1/09

B2

65,360,000

54,902,400

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

2,205,000

9.75% 6/15/03

Caa3

7,171,000

3,226,950

64,737,250

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

95,420,400

MEDIA & LEISURE - 18.8%

Broadcasting - 15.2%

Adelphia
Communications Corp.:

7.75% 1/15/09

B1

7,000,000

5,897,500

9.875% 3/1/05

B1

3,400,000

3,315,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

3,435,000

2,644,950

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

11,160,000

9,848,700

10.25% 1/15/10

B2

4,005,000

3,884,850

Diamond Cable Communications PLC:

0% 2/15/07 (d)

B3

11,561,000

8,873,068

yankee 0% 12/15/05 (d)

B3

9,875,000

9,233,125

Earthwatch, Inc. 0% 7/15/07 unit (d)(f)

-

16,560,000

10,598,400

EchoStar DBS Corp. 9.375% 2/1/09

B2

14,860,000

14,339,900

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,050,000

4,991,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (d)

B1

$ 210,000

$ 181,125

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

10,640,000

7,155,400

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (f)

B3

6,050,000

5,384,500

International Cabletel, Inc. 0% 2/1/06 (d)

B3

40,484,000

37,245,280

LIN Holdings Corp. 0% 3/1/08 (d)

B3

11,678,000

7,678,285

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

17,095,000

11,795,550

NTL Communications Corp. 11.5% 10/1/08

B3

14,080,000

14,185,600

NTL, Inc. 0% 4/1/08 (d)

B3

2,380,000

1,475,600

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

7,585,000

7,433,300

Satelites Mexicanos SA de CV:

10.125% 11/1/04

B3

20,460,000

13,810,500

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,968,140

Spectrasite Holdings, Inc. 0% 4/15/09 (d)

B3

18,670,000

10,781,925

Telewest PLC 0% 10/1/07 (d)

B1

26,492,000

25,299,860

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (d)

B2

40,240,000

37,020,800

Series D 0% 5/15/06 (d)

B2

5,620,000

5,170,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

49,076,000

33,862,440

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

28,175,000

13,242,250

10.875% 8/1/09

B2

13,240,000

11,651,200

11.25% 2/1/10

B2

6,005,000

5,404,500

XM Satellite Radio, Inc. 14% 3/15/10 unit (f)

-

6,055,000

5,328,400

337,701,548

Entertainment - 1.5%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,030,000

1,934,400

9.5% 2/1/11

Caa3

5,390,000

2,479,400

Hollywood Entertainment Corp. 10.625% 8/15/04

B3

10,690,000

9,166,675

MGM Grand, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,029,100

Premier Parks, Inc.:

0% 4/1/08 (d)

B3

4,710,000

3,196,913

9.25% 4/1/06

B3

4,745,000

4,484,025

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Entertainment - continued

Regal Cinemas, Inc.:

8.875% 12/15/10

Ca

$ 2,660,000

$ 638,400

9.5% 6/1/08

Ca

24,035,000

6,008,750

33,937,663

Leisure Durables & Toys - 0.3%

Marvel Enterprises, Inc. 12% 6/15/09

-

8,750,000

6,650,000

Lodging & Gaming - 1.2%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

8,750,000

8,181,250

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,727,800

Hollywood Casino Corp. 11.25% 5/1/07

B3

6,210,000

6,365,250

ITT Corp. 7.375% 11/15/15

Ba1

4,270,000

3,576,125

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,060,000

5,757,000

26,607,425

Restaurants - 0.6%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

10,485,000

9,960,750

NE Restaurant, Inc. 10.75% 7/15/08

B3

5,135,000

4,005,300

13,966,050

TOTAL MEDIA & LEISURE

418,862,686

NONDURABLES - 0.4%

Household Products - 0.4%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

4,286,400

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,533,200

9,819,600

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.7%

Mothers Work, Inc. 12.625% 8/1/05

B3

15,320,000

14,324,200

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

14,512,900

Drug Stores - 0.2%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

6,175,000

3,180,125

7.125% 1/15/07

Caa1

3,920,000

2,077,600

5,257,725

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Grocery Stores - 0.3%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (c)

C

$ 9,685,000

$ 193,700

12% 3/1/06 (c)

Caa3

2,590,000

323,750

Pathmark Stores, Inc. 9.625% 5/1/03 (c)

Caa3

10,127,000

6,987,630

7,505,080

TOTAL RETAIL & WHOLESALE

27,275,705

SERVICES - 2.1%

Leasing & Rental - 0.2%

Rent-A-Center, Inc. 11% 8/15/08

B2

3,980,000

3,860,600

Printing - 1.2%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

21,446,700

World Color Press, Inc. 7.75% 2/15/09

Baa3

5,090,000

4,644,625

26,091,325

Services - 0.7%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

247,000

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,803,800

Medaphis Corp. 9.5% 2/15/05

Caa1

13,713,000

10,284,750

16,335,550

TOTAL SERVICES

46,287,475

TECHNOLOGY - 8.1%

Computer Services & Software - 5.0%

Amazon.com, Inc. 0% 5/1/08 (d)

Caa1

7,070,000

3,817,800

Colo.com 13.875% 3/15/10 unit (f)

-

9,755,000

10,340,300

Concentric Network Corp. 12.75% 12/15/07

B-

12,760,000

13,398,000

Covad Communications Group, Inc.:

0% 3/15/08 (d)

B3

19,440,000

9,525,600

12% 2/15/10

B3

15,575,000

12,070,625

12.5% 2/15/09

B3

7,684,000

6,108,780

Exodus
Communications, Inc.:

10.75% 12/15/09

B-

21,765,000

21,112,050

11.625% 7/15/10 (f)

B

9,025,000

9,070,125

PSINet, Inc.:

10% 2/15/05

B3

12,670,000

11,688,075

10.5% 12/1/06

B3

6,010,000

5,529,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

PSINet, Inc.: - continued

11% 8/1/09

B3

$ 4,790,000

$ 4,430,750

11.5% 11/1/08

B3

5,500,000

5,183,750

112,275,055

Computers & Office Equipment - 1.0%

Dictaphone Corp. 11.75% 8/1/05

Caa1

8,516,000

8,665,030

Globix Corp. 12.5% 2/1/10

B-

14,995,000

12,370,875

21,035,905

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

19,385,000

17,834,200

Electronics - 1.3%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,380,000

3,633,500

Details, Inc. 10% 11/15/05

B3

2,040,000

1,938,000

Hadco Corp. 9.5% 6/15/08

B2

12,835,000

12,867,088

Knowles Electronics, Inc. 13.125% 10/15/09 (f)

B3

3,500,000

2,992,500

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,350,000

29,781,088

TOTAL TECHNOLOGY

180,926,248

TRANSPORTATION - 0.4%

Air Transportation - 0.4%

Atlas Air, Inc. 10.75% 8/1/05

B1

9,225,000

9,363,375

UTILITIES - 20.7%

Cellular - 8.4%

Cellnet Data Systems, Inc. 0% 10/1/07 (d)

-

69,670,000

5,573,600

Crown Castle International Corp. 10.75% 8/1/11

B3

6,195,000

6,287,925

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

6,585,000

6,634,388

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

35,735,000

27,158,600

Metrocall, Inc.:

10.375% 10/1/07

B3

10,455,000

7,318,500

11% 9/15/08

B3

3,410,000

2,404,050

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

43,200,000

36,720,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nextel Communications, Inc. 9.375% 11/15/09

B1

$ 21,110,000

$ 20,265,600

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

18,480,000

12,196,800

Orbital Imaging Corp.:

11.625% 3/1/05

CCC+

7,110,000

2,986,200

11.625% 3/1/05

CCC+

3,680,000

1,545,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

12,460,000

4,984,000

11.25% 1/15/07

B2

5,800,000

3,393,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

20,235,000

19,324,425

Telesystem International Wireless, Inc.:

0% 6/30/07 (d)

Caa1

20,940,000

14,658,000

0% 11/1/07 (d)

Caa1

25,685,000

15,411,000

186,861,688

Telephone Services - 12.3%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

5,387,000

3,919,043

Bestel SA de CV 0% 5/15/05 (d)

-

8,075,000

5,733,250

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

19,760,000

8,892,000

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

2,965,000

2,816,750

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

4,435,000

4,124,550

12% 11/1/07

Caa1

3,600,000

3,384,000

ICG Holdings, Inc.:

0% 9/15/05 (d)

B3

28,000,000

26,880,000

0% 5/1/06 (d)

B3

9,255,000

7,542,825

ICG Services, Inc.:

0% 2/15/08 (d)

B3

37,500,000

18,000,000

0% 5/1/08 (d)

B3

2,950,000

1,357,000

Intermedia Communications, Inc.:

0% 5/15/06 (d)

B2

145,000

137,750

0% 7/15/07 (d)

B2

7,835,000

6,072,125

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,400,000

8,342,000

13.5% 5/15/09

Caa2

6,710,000

5,569,300

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

6,970,000

2,230,400

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

19,255,000

18,918,038

NEXTLINK
Communications, Inc.:

0% 12/1/09 (d)

B2

11,215,000

6,448,625

10.75% 11/15/08

B3

340,000

334,900

10.75% 6/1/09

B2

10,690,000

10,529,650

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Optel Communications Corp. 15% 12/30/04 (h)

-

$ 14,907,563

$ 14,162,185

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

11,342,800

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

B3

21,980,000

8,682,100

12.75% 4/15/09

B3

7,480,000

5,086,400

14% 2/15/10 (f)

B3

7,210,000

5,191,200

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

B2

6,026,000

4,790,670

RSL Communications PLC 9.875% 11/15/09

B2

7,195,000

4,676,750

Teligent, Inc. 11.5% 12/1/07

Caa1

4,625,000

3,584,375

WinStar
Communications, Inc.:

0% 4/15/10 (d)(f)

B3

36,689,000

17,060,385

12.5% 4/15/08 (f)

B3

17,930,000

17,481,750

12.75% 4/15/10 (f)

B3

31,418,000

30,318,370

Worldwide Fiber, Inc. 12% 8/1/09

B3

11,800,000

11,033,000

274,642,191

TOTAL UTILITIES

461,503,879

TOTAL NONCONVERTIBLE BONDS

1,609,659,331

TOTAL CORPORATE BONDS

(Cost $1,951,710,007)

1,683,141,612

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,191,851)

Ba2

2,884,084

2,134,222

Commercial Mortgage Securities - 1.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Commercial Mortgage Acceptance Corp. pass through certificates Series 1998-C2 Class F, 5.44% 5/15/13 (f)(g)

BB+

$ 4,500,000

$ 2,825,860

Commercial Mortgage
Asset Trust pass through certificates Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,046,680

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,890,848

4,946,634

LB Multifamily Mortgage Trust Series 1991-4
Class A1, 8.125% 4/25/21 (g)

Caa1

2,313,015

1,850,412

Meritor Mortgage Security Corp. Series 1987 1
Class B, 9.4% 2/1/10 (c)(f)

-

1,350,000

116,505

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3177% 11/18/31 (f)(g)

Ba1

4,500,000

3,608,190

Nationslink Funding Corp. Commercial Mortgage pass through certificates Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,351,094

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(g)

-

2,200,000

2,037,406

Series 1998-ST1A
Class B1A, 9.4013% 1/15/03 (f)(g)

-

4,000,000

3,725,000

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,110,266

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,588,438

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $28,843,213)

29,206,485

Common Stocks - 3.2%

Shares

BASIC INDUSTRIES - 0.1%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

4,080

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

52,000

Common Stocks - continued

Shares

Value (Note 1)

BASIC INDUSTRIES - continued

Packaging & Containers - 0.1%

Packaging Corp. of America

150,000

$ 1,518,750

TOTAL BASIC INDUSTRIES

1,574,830

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

International Utility Structures, Inc. unit

2,500

1,750,000

Real Estate - 0.2%

LNR Property Corp.

257,600

5,023,200

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,773,201

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

Polymer Group, Inc.

426,300

3,943,275

5,165,500

ENERGY - 0.5%

Oil & Gas - 0.5%

Plains Resources, Inc. (a)

686,000

10,976,000

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

264,000

TOTAL FINANCE

264,001

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%

Industrial Machinery & Equipment - 0.1%

Tenneco Automotive, Inc.

150,000

787,500

Terex Corp. (a)

50,000

706,250

1,493,750

Pollution Control - 0.8%

Allied Waste Industries, Inc. (a)

1,765,000

17,650,000

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,143,750

Shares

Value (Note 1)

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

Benedek Communications Corp.
warrants 7/1/07 (a)

57,600

$ 115,200

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

3,100

102,639

Motient Corp. warrants 4/1/08 (a)

3,435

127,095

UIH Australia/Pacific, Inc.
warrants 5/15/06 (a)

26,805

804,150

1,149,094

Entertainment - 0.3%

Premier Parks, Inc. (a)

325,000

7,393,750

Lodging & Gaming - 0.0%

Motels of America, Inc. (a)

3,000

43,500

TOTAL MEDIA & LEISURE

8,586,344

RETAIL & WHOLESALE - 0.1%

Apparel Stores - 0.1%

Mothers Work, Inc. (a)(e)

294,100

3,308,625

Mothers Work, Inc. (a)(h)

2,952

33,210

3,341,835

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

DecisionOne Corp.

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

172

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

16,200

Electronics - 0.0%

Insilco Corp. warrants 8/15/07 (a)

7,380

7

TOTAL TECHNOLOGY

16,379

UTILITIES - 0.7%

Cellular - 0.3%

Cellnet Data Systems, Inc.
warrants 10/1/07 (a)(f)

18,000

180

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

114,825

warrants 1/15/07 (CV ratio .6) (a)

5,585

23,736

McCaw International Ltd.
warrants 4/16/07 (a)(f)

42,305

105,763

WebLink Wireless, Inc. Class A (a)

528,034

6,996,451

7,240,955

Telephone Services - 0.4%

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

904,400

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

KMC Telecom Holdings, Inc.
warrants 4/15/08 (a)(f)

12,650

$ 31,625

Optel Communications Corp.
warrants 12/30/04 (a)(h)

2,559,515

6,718,727

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

7,857,302

TOTAL UTILITIES

15,098,257

TOTAL COMMON STOCKS

(Cost $82,503,250)

70,940,129

Preferred Stocks - 13.5%

Convertible Preferred Stocks - 0.1%

TECHNOLOGY - 0.1%

Computer Services & Software - 0.1%

PSINet, Inc. $3.50 (f)

100,000

3,400,000

Nonconvertible Preferred Stocks - 13.4%

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

International Utility Structures, Inc.
13% pay-in-kind (f)

713

499,100

Real Estate Investment Trusts - 0.4%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

0

mezzanine (h)

79,800

28,890

senior (h)

79,800

8,815,611

8,844,501

TOTAL CONSTRUCTION & REAL ESTATE

9,343,601

FINANCE - 0.4%

Insurance - 0.4%

American Annuity Group Capital Trust II 8.875%

8,910

7,932,230

HEALTH - 0.5%

Medical Facilities Management - 0.5%

Fresenius Medical Care Capital Trust II 7.875%

10,524

9,600,845

Shares

Value (Note 1)

MEDIA & LEISURE - 2.4%

Broadcasting - 2.4%

Citadel Broadcasting Co. Series B, 13.25% pay-in-kind

54,339

$ 5,596,917

CSC Holdings, Inc.:

11.125% pay-in-kind

197,957

20,686,507

Series H, 11.75% pay-in-kind

200,061

21,106,436

Granite Broadcasting Corp.
12.75% pay-in-kind

7,825

6,573,000

53,962,860

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

422

658,320

UTILITIES - 9.7%

Cellular - 3.9%

Nextel Communications, Inc.:

11.125% pay-in-kind

47,183

45,531,595

Series D, 13% pay-in-kind

38,807

40,553,315

86,084,910

Telephone Services - 5.8%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

2,988

2,674,260

e.spire Communications, Inc.
$127.50 pay-in-kind

17,801

3,204,180

ICG Holdings, Inc. 14.25% pay-in-kind

26,893

21,514,400

Intermedia Communications, Inc.
13.5% pay-in-kind

22,827

22,142,190

NEXTLINK Communications, Inc.
13.50% pay-in-kind

24,242

23,514,740

NEXTLINK Communications, Inc.
14% pay-in-kind

1,125,487

57,399,830

130,449,600

TOTAL UTILITIES

216,534,510

TOTAL NONCONVERTIBLE PREFERRED STOCKS

298,032,366

TOTAL PREFERRED STOCKS

(Cost $325,176,740)

301,432,366

Purchased Bank Debt - 0.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Dynatech LLC term loan 10.03% 9/1/07 (g)

-

$ 2,000,000

1,990,000

Synthetic Industries, Inc. term loan 14% 12/13/00 (g)

-

3,600,000

3,564,000

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Total Renal Care Holdings, Inc. term loan 11.5% 3/31/06 (g)

Ba2

$ 2,620,105

$ 2,436,697

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (g)

B+

5,000,000

4,987,500

TOTAL PURCHASED BANK DEBT

(Cost $12,855,286)

12,978,197

Cash Equivalents - 4.7%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint
trading account at 6.58%,
dated 6/30/00 due 7/3/00
(Cost $104,463,000)

$ 104,520,295

104,463,000

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $2,508,743,347)

2,204,296,011

NET OTHER ASSETS - 1.2%

26,704,251

NET ASSETS - 100%

$ 2,231,000,262

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers
Work, Inc.

$ -

$ 112,038

$ -

$ 3,308,625

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $286,945,596
or 12.9% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Optel Communications Corp.
warrants 12/30/04

12/31/97

$ 759,408

Optel Communications Corp.
15% 12/30/04

12/31/97 - 12/30/99

$ 14,148,203

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $777,266,740 and $888,471,783.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $7,030 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $38,108,624 and 1.7% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

89.2%

Canada

3.4

United Kingdom

2.4

Luxembourg

1.6

Mexico

1.5

Netherlands

1.4

Others (individually less than 1%)

0.5

100.0%

The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.2%

BBB

0.2%

Ba

3.7%

BB

3.2%

B

50.2%

B

56.1%

Caa

12.9%

CCC

7.2%

Ca, C

0.4%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 7.6%. FMR has determined that unrated debt securities that are lower quality account for 7.6% of the total value of investment in securities.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,510,663,320. Net unrealized depreciation aggregated $306,367,309, of which $36,552,593 related to appreciated investment securities and $342,919,902 related to depreciated investment securities.

At December 31, 1999, the fund had a capital loss carryforward of approximately $78,395,000, all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $104,463,000)
(cost $2,508,743,347) -
See accompanying schedule

$ 2,204,296,011

Cash

1,173,022

Receivable for investments sold

10,237,395

Receivable for fund shares sold

1,824,525

Dividends receivable

395,382

Interest receivable

39,095,601

Other receivables

551,687

Total assets

2,257,573,623

Liabilities

Payable for investments purchased

$ 24,668,573

Payable for fund shares redeemed

630,403

Accrued management fee

1,052,289

Distribution fees payable

21,721

Other payables and
accrued expenses

200,375

Total liabilities

26,573,361

Net Assets

$ 2,231,000,262

Net Assets consist of:

Paid in capital

$ 2,569,113,584

Undistributed net investment income

195,475,174

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(229,141,160)

Net unrealized appreciation (depreciation) on investments

(304,447,336)

Net Assets

$ 2,231,000,262

Initial Class :
Net Asset Value, offering
price and redemption price
per share ($1,962,074,921
÷
195,501,395 shares)

$10.04

Service Class :
Net Asset Value, offering
price and redemption price
per share ($267,877,765
÷
26,761,288 shares)

$10.01

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,047,576
÷ 104,806 shares)

$10.00

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 19,576,105

Interest

115,899,684

Total income

135,475,789

Expenses

Management fee

$ 6,594,093

Transfer agent fees

738,215

Distribution fees

126,321

Accounting fees and expenses

306,723

Non-interested trustees' compensation

6,473

Custodian fees and expenses

33,438

Registration fees

4,288

Audit

22,467

Legal

10,848

Interest

5,745

Miscellaneous

20,986

Total expenses before reductions

7,869,597

Expense reductions

(38,341)

7,831,256

Net investment income

127,644,533

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $45,477 on sales of investments in affiliated issuers)

(148,333,381)

Change in net unrealized appreciation (depreciation)
on investment securities

(97,254,537)

Net gain (loss)

(245,587,918)

Net increase (decrease) in net assets resulting from operations

$ (117,943,385)

Other Information

Expense reductions

Directed brokerage arrangements

$ 35,786

Custodian credits

2,555

$ 38,341

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 127,644,533

$ 247,259,596

Net realized gain (loss)

(148,333,381)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(97,254,537)

55,361,896

Net increase (decrease) in net assets resulting from operations

(117,943,385)

206,441,868

Distributions to shareholders
From net investment income

(160,774,244)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,244)

(239,621,253)

Share transactions - net increase (decrease)

(1,863,609)

66,219,533

Total increase (decrease) in net assets

(280,581,238)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income
of $195,475,174 and $245,962,442, respectively)

$ 2,231,000,262

$ 2,511,581,500

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

34,881,654

$ 357,036,731

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(52,613,342)

(547,562,808)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(3,918,326)

$ (46,452,711)

(4,233,548)

$ (57,895,752)

Service Class
Sold

7,232,634

$ 74,033,462

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(4,572,624)

(47,192,023)

(5,904,384)

(66,145,483)

Net increase (decrease)

4,263,683

$ 43,535,671

11,243,928

$ 124,115,285

Service Class 2 A
Sold

104,183

$ 1,046,949

-

$ -

Reinvested

639

6,643

-

-

Redeemed

(16)

(161)

-

-

Net increase (decrease)

104,806

$ 1,053,431

-

$ -

Distributions

From net investment income
Initial Class

$ 144,073,368

$ 219,412,458

Service Class

16,694,233

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,244

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,244

$ 239,621,253

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

$ 10.750

Income from Investment Operations

Net investment income

.580 D

1.095 D

1.111 D

1.124 D

.927

.856

Net realized and unrealized gain (loss)

(1.110)

(.195)

(1.591)

.936

.643

1.224

Total from investment operations

(.530)

.900

(.480)

2.060

1.570

2.080

Less Distributions

From net investment income

(.750)

(1.075)

(.970)

(.890)

(.920)

(.780)

From net realized gain

-

(.030)

(.600)

(.110)

(.180)

-

In excess of net realized gain

-

(.005)

-

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

(.780)

Net asset value, end of period

$ 10.040

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Total Return B, C

(4.93)%

8.25%

(4.33)%

17.67%

14.03%

20.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,962,075

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

$ 1,040,000

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.71%

.71%

Ratio of net investment income to average net assets

11.22% A

9.80%

9.14%

8.88%

9.09%

9.32%

Portfolio turnover rate

71% A

82%

92%

118%

123%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.570

1.074

1.082

.203

Net realized and unrealized gain (loss)

(1.110)

(.194)

(1.562)

(.013)

Total from investment operations

(.540)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075)

(.970)

-

From net realized gain

-

(.030)

(.600)

-

In excess of net realized gain

-

(.005)

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 10.010

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(5.03)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 267,878

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78% A

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78% A

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.12% A

9.69%

9.51%

10.75% A

Portfolio turnover rate

71% A

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.476

Net realized and unrealized gain (loss)

(.876)

Total from investment operations

(.400)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 10.000

Total Return B, C

(3.85)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,048

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.96% A, F

Ratio of net investment income to average net assets

10.93% A

Portfolio turnover rate

71% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

The High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap Portfolio (the funds) are funds of Variable Insurance Products Fund III. Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund offers three classes of shares: the funds' original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation:

High Income, Asset Manager and Balanced Portfolios. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth
and Mid Cap Portfolios.
Securities for which exchange quotations are readily available are valued at the last sale price,
or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency Translation - continued

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund is not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the funds. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the funds until distributed in accordance with the Plan.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Central Cash Funds - continued

(FIMM), an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the funds are recorded as either interest income or security lending income in the accompanying financial statements.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock market and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

Value

% of Net Assets

Asset Manager.

$58,533,087

1.3%

Asset Manager: Growth

$9,260,883

1.6%

High Income

$12,978,197

0.6%

Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

3. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the High Income Portfolio and .2167% to .5200% for the period for the Asset Manager, Balanced, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Mid Cap and Overseas Portfolios for the period. The annual individual fund fee rate is .30% for Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, and Mid Cap Portfolios, .45% for High Income and Overseas Portfolios, .25% for Asset Manager Portfolio, .15% for Balanced Portfolio, and .20% for Equity-Income and Growth & Income Portfolios. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For the period, each fund's management fee was equivalent to the following annualized rates expressed as a percentage of average net assets:

High Income

.58%

Asset Manager

.53%

Balanced

.43%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Mid Cap

.56%

Overseas

.72%

Sub-Adviser Fee.FMR, on behalf of the Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which were reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

High Income

Service Class

126,071

Service Class 2

250

Asset Manager

Service Class

12,967

Service Class 2

195

Balanced

Service Class

13,703

Service Class 2

213

Asset Manager: Growth

Service Class

5,971

Service Class 2

204

Equity-Income

Service Class

221,204

Service Class 2

4,873

Growth & Income

Service Class

64,293

Service Class 2

492

Growth Opportunities

Service Class

170,539

Service Class 2

934

Contrafund

Service Class

472,035

Service Class 2

12,537

Growth

Service Class

650,795

Service Class 2

1,896

Mid Cap

Service Class

36,074

Service Class 2

8,716

Overseas

Service Class

99,503

Service Class 2

583

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, each funds' transfer agent fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

HIGH INCOME

.07%

ASSET MANAGER

.07%

BALANCED

.07%

ASSET MANAGER: GROWTH

.07%

EQUITY-INCOME

.07%

GROWTH & INCOME

.07%

GROWTH OPPORTUNITIES

.07%

CONTRAFUND

.07%

GROWTH

.07%

MID CAP

.08%

OVERSEAS

.07%

For the period, each class paid the following amounts:

High Income

Initial Class

655,017

Service Class

83,102

Service Class 2

96

Asset Manager

Initial Class

1,526,085

Service Class

8,951

Service Class 2

42

Balanced

Initial Class

92,789

Service Class

9,127

Service Class 2

55

Asset Manager: Growth

Initial Class

179,131

Service Class

4,189

Service Class 2

61

Equity-Income

Initial Class

3,206,951

Service Class

146,559

Service Class 2

1,525

Growth & Income

Initial Class

351,138

Service Class 2

43,630

Service Class 2

132

Growth Opportunities

Initial Class

417,276

Service Class

113,605

Service Class 2

426

Contrafund

Initial Class

2,952,107

Service Class

316,815

Service Class 2

3,771

Growth

Initial Class

5,897,805

Service Class

451,666

Service Class 2

848

Mid Cap

Initial Class

13,418

Service Class

27,121

Service Class 2

2,882

Overseas

Initial Class

925,813

Service Class

69,985

Service Class 2

301

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of certain fund's expenses.

In addition, through arrangements with certain funds' custodians, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were record owners of 10% or more of the total outstanding shares of the following funds:

FILI

UNAFFILIATED INSURANCE COMPANIES

FUND

% OF OWERNISP

# OF

% OF OWNERSHIP

HIGH INCOME

11%

2

61%

ASSET MANAGER

18%

1

22%

BALANCED

36%

1

52%

ASSET MANAGER: GROWTH

63%

1

10%

EQUITY-INCOME

12%

2

39%

GROWTH & INCOME

40%

3

42%

GROWTH OPPORTUNITIES

15%

1

66%

CONTRAFUND

20%

2

34%

GROWTH

13%

1

29%

MID CAP

44%

1

28%

OVERSEAS

14%

1

33%

8. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's schedule of investments.

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Asset Manager, Balanced, and Asset Manager: Growth Portfolios

Fidelity Management & Research (U.K.) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity International Investment Advisors
Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio
Fidelity Investments Japan Limited
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Growth, Mid Cap,

Contrafund and Growth Opportunities Portfolios
Richard A. Spillane, Jr., Vice President - Equity-Income,
Overseas, Balanced and Growth & Income Portfolios
Robert A. Lawrence, Vice President - Asset Manager,
High Income and Asset Manager: Growth Portfolios

John Avery, Vice President - Balanced Portfolio
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President - Balanced Portfolio
Bart A. Grenier, Vice President - Asset Manager
and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio
John J. Todd, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Bettina Doulton, Vice President -
Growth Opportunities Portfolio

Steven J. Snider, Vice President - Asset Manager
and Asset Manager: Growth Portfolios
Jason L. Weiner, Vice President - Contrafund Portfolio
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income Portfolio

The Chase Manhattan Bank, New York, NY

Equity-Income, Asset Manager, Asset Manager: Growth,
Growth & Income, Balanced and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA
Growth, Growth Opportunities, Mid Cap
and Contrafund Portfolios

* Independent trustees

VIPSC-SANN-0800 109455
1.744746.100

(2_fidelity_logos)

Fidelity® Variable Insurance Products
Service Class 2

Overseas Portfolio

Mid Cap Portfolio

Growth Portfolio

Contrafund® Portfolio

Growth Opportunities Portfolio

Index 500 Portfolio

Growth & Income Portfolio

Equity-Income Portfolio

Balanced Portfolio

Asset Manager: Growth® Portfolio

Asset Manager SM Portfolio

High Income Portfolio

Investment Grade Bond Portfolio

Money Market Portfolio

Semiannual Report

June 30, 2000

Contents

Market Environment

4

A review of what happened in world markets

during the past six months.

Overseas Portfolio

5
6
7
10

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Mid Cap Portfolio

14
15
16
22
26

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Growth Portfolio

28
29
30
35

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Contrafund Portfolio

39
40
41
49

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Growth Opportunities Portfolio

53
54
55
58
62

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Index 500 Portfolio

64
65
66
74

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Growth & Income Portfolio

77
78
79
82
86

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements
Proxy Voting Results

Equity-Income Portfolio

88
89
90
97

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Balanced Portfolio

101
102
103
114
118

Performance and Investment Summary
Fund Talk: The Managers' Overview
Investments
Financial Statements
Proxy Voting Results

Asset Manager: Growth Portfolio

120
121
122
136

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Asset Manager Portfolio

140
141
142
157

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

High Income Portfolio

161
162
163
173

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Investment Grade Bond Portfolio

177
178
179
185

Performance and Investment Summary
Fund Talk: The Manager's Overview
Investments
Financial Statements

Money Market Portfolio

188
189
190
193

Performance
Fund Talk: The Manager's Overview
Investments
Financial Statements

Notes to Financial Statements

196

Notes to the Financial Statements

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not
authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

After reaching record heights in the first quarter of 2000, several of the most notable U.S. equity market indexes - including the Standard & Poor's 500SM, NASDAQ and Dow Jones Industrial Average - tumbled into negative territory by the end of the second quarter. Leading the market down was the same sector that drove it to new highs just a few months prior: technology. Beginning in mid-March, investors abandoned technology en masse, as concerns about excessive valuations and impending inflation pervaded the market. The ripple effect of the tech sell-off spread rapidly around the world, and international equity markets trended downward in response. As stocks cooled, domestic bond performance heated up, helping many U.S. fixed-income categories outpace their equity counterparts for the overall six-month period. Meanwhile, emerging-market bonds held on to most of their strong first quarter gains, but international developed-market bonds felt the pinch of inflation, as several central banks around the world began to implement interest-rate hikes to slow their respective economies.

U.S. Stock Markets

At the mid-way point of 2000, the U.S. stock market's unprecedented streak of five consecutive double-digit annual increases appeared to be in jeopardy. The Dow Jones Industrial Average - an index of 30 blue-chip stocks - declined 8.42% during the six-month period ending June 30, 2000. The broad-based S&P 500® and the technology-concentrated NASDAQ index also disappeared below the surface, returning -0.42% and -2.44%, respectively. In a 10-week stretch from March through June, the NASDAQ dropped 33%, making dot-com investors anything but dot-calm as Internet stocks bore the brunt of the decline. As the spectacular growth of the technology sector waned, previously out-of-favor sectors began to lure investors' attention. The consistent, steady growth of the health sector was the primary beneficiary, as it wore the crown of best-performing sector for the first six months of 2000. The natural resources and real-estate sectors were surprising runners-up in the performance derby. But not all was lost for the technology sector. In June, economic reports showed strong evidence that the Federal Reserve Board's series of interest-rate hikes - including three during the first half of this year - were winning the battle against inflation. This news, combined with the Fed's decision to eschew another hike in June, fueled a renewed enthusiasm for tech stocks, as evidenced by the NASDAQ's 16.64% return for the final month of the period.

Foreign Stock Markets

Reacting similarly to the U.S. stock market - and no doubt largely as a direct result of the U.S. market - most foreign stock markets started the six-month period off on a high note before stumbling in the second quarter. Japan and the Pacific Region in general fell particularly hard. After a stellar 1999, Japanese equities were shaken by their country's economic downturn and an unsteady U.S. market. "New Japan" stocks - Internet, electronic, telecom and software securities - led the

decline. The TOPIX Index, a benchmark of the Japanese market, fell 10.34% during the period. And even the best-performing Pacific Region fund had a negative return, according to Lipper Inc. Weak tech performance in the second quarter also hurt European stock markets, causing the Morgan Stanley Capital International Europe Index to decline 3.10% for the first half of 2000. One of the only non-U.S. stock markets that didn't suffer a negative second quarter was Canada. Often overlooked, the Canadian stock market quietly piled up an impressive six-month return of 21.89% - as measured by the Toronto Stock Exchange (TSE) 300.

U.S. Bond Markets

Despite being challenged with a series of interest-rate hikes - almost always a detriment to fixed-income offerings - U.S. bond markets still managed to post solid returns relative to equities through the first six months of this year. U.S. government bonds were one of the top performers. In January, the U.S. Treasury announced its intent to repurchase long-term debt and curtail future issuance. Treasury prices soared in response and helped the Lehman Brothers Long-Term Government Bond Index return 8.77% for the period. The Lehman Brothers Aggregate Bond Index, a popular measure of taxable-bond performance, rose 3.99% for the past six months, while tax-free municipals were even more robust, gaining 4.48% according to the Lehman Brothers Municipal Bond Index. Underperformance in the bond market was pretty much limited to the high-yield sector. Faced with a rising interest-rate backdrop and poor technicals - including an unfavorable supply/demand condition and an increased default rate - the high-yield market stumbled to a negative return of 1.00%, as measured by the Merrill Lynch High Yield Master II Index, for the past six months.

Foreign Bond Markets

International bond investors faced a myriad of negative factors throughout the majority of the six-month period ending June 30, 2000. Strong global economic growth and the threat of rising interest rates, currency fluctuations, and a weakening euro continued to plague global debt issues. Additionally, poor liquidity hampered bond prices in non-U.S. developed markets. Combined, those factors helped drag down the Salomon Brothers Non-U.S. World Government Bond Index, which returned -1.95%. On the bright side, a number of favorable factors propelled demand for emerging-market bonds, which was reflected in the 6.95% return of the J.P. Morgan Emerging Markets Bond Index Global - a popular benchmark of emerging-market debt. Credit momentum, which was driven by improving fundamentals - such as the Russian government's Soviet-era debt restructuring and new political leadership - fostered the rally in emerging-market bonds. Elsewhere, Brazil's better-than-expected economic growth fueled a sharp increase in foreign direct investment. Often large commodity suppliers, emerging-market countries also benefited from a sharp increase in oil prices.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class 2

24.97%

15.11%

9.81%

MSCI EAFE

17.38%

11.49%

8.04%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of June 30, 2000, the index included 947 equity securities of companies domiciled in 20 countries.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2 on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,494 - a 154.94% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,660 - a 116.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

TotalFinaElf SA Class B (France)

4.7

Furukawa Electric Co. Ltd. (Japan)

4.5

BP Amoco PLC (United Kingdom)

4.0

Vodafone AirTouch PLC (United Kingdom)

3.6

Samsung Electronics Co. Ltd. (Korea (South))

2.9

19.7

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

16.4

Utilities

15.7

Energy

14.3

Finance

13.3

Industrial Machinery & Equipment

8.8

Top Five Countries as of June 30, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

22.3

United Kingdom

16.5

France

10.2

Netherlands

8.0

Switzerland

3.7

Percentages are adjusted for the effect of open futures contracts, if applicable.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six months that ended June 30, 2000, the fund lagged the -3.97% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East. For the 12 months that ended June 30, 2000, the fund's return topped the 17.38% return of the EAFE index.

Q. Why did the fund underperform its index during the past six months?

A. The fund's high concentration in Japanese technology and European and Japanese telephone utilities stocks - which were among the most positive sectors for the fund in the prior period - turned out to be the biggest relative detractor from performance this period. This weakness was due to a global correction in both sectors that was fueled by unsustainable valuations, some disappointing earnings reports and concerns about higher interest rates. In January and February, continued strong returns from the fund's positions in selected Japanese technology stocks - such as Kyocera - and Internet-related companies - such as Softbank - were short-lived when technology stocks retreated in March, turning advances in those stocks into detractors from performance for the remainder of the period. Among the utilities stocks that gave up some of their gains from the fourth quarter of 1999 and hurt the fund most were European and Japanese telephone utilities such as Vodafone AirTouch, British Telecommunications, DDI and Nippon Telegraph & Telephone.

Q. There seemed to be an effort to make the fund more concentrated during the period . . .

A. That's true. It was an extremely difficult period. Volatile market conditions created some unusual opportunities to buy more of the fund's most attractive stocks at cheaper prices. Therefore, I eliminated some of the fund's smaller and less attractive holdings to increase our positions in the stocks with the greatest potential for growth. My effort to increase the fund's concentration reduced the total number of stocks in the portfolio by about 27%. Further, the strategy also boosted the weighting of the fund's top-10 positions to 28.1% of the fund's net assets, from 19.7% of net assets six months earlier.

Q. Why did the fund's energy position rise from the prior period? What was your strategy there?

A. The energy sector looked attractive for several reasons. First, OPEC (Organization of Petroleum Exporting Countries) curtailed production during a period of increasing global demand, and this caused oil inventories to fall to very low levels. Second, as demand continued to grow and inventories remained low, I felt that oil prices might remain above the levels most investors were expecting - and that meant energy stocks were cheap as they reflected a $16-$18 per barrel oil price assumption. Third, I thought the earnings estimates for these companies were generally too low. Most were generating substantial cash flow and were benefiting from continuing industry consolidation activity. In this environment, I added to some of the fund's existing positions in oil producers such as TotalFinaElf and BP Amoco, both of which were among the fund's top-five holdings at the end of the period. In addition, I initiated positions in a number of tanker stocks on expectations that OPEC would need to increase production in an effort to ease oil prices. This worked out well as production quotas were eventually raised and prices for tanker stocks - such as fund holding Overseas Shipholding - increased substantially.

Q. What were some of the fund's top performers?
Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, bucked the sell-off in the technology sector and stood out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. On the down side, Kyocera, the fund's largest detractor, and Vodafone AirTouch both suffered from overall weakness in the technology and utilities sectors.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies that have good growth prospects and are consistently reporting strong earnings. In partnership with our team of 100 international research analysts, we'll maintain our global stock selection process using a bottom-up approach, while monitoring country and industry weightings. I expect consolidation to remain a major theme across a variety of sectors as corporate managements seek to cut costs, boost growth and increase their global competitiveness by acquiring competitors.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2000, more than $3.0 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%

Shares

Value (Note 1)

Australia - 1.1%

Broken Hill Proprietary Co. Ltd.

676,793

$ 7,977,892

Cable & Wireless Optus Ltd. (a)

2,839,300

8,439,288

News Corp. Ltd.

795,223

10,834,913

News Corp. Ltd. sponsored ADR (preferred ltd. vtg.)

163,800

7,780,500

35,032,593

Belgium - 0.2%

Electrabel SA

22,500

5,556,997

Brazil - 0.3%

Aracruz Celulose SA sponsored ADR

212,400

4,101,975

Telesp Celular Participacoes SA ADR

141,800

6,363,275

10,465,250

Canada - 2.8%

Alberta Energy Co. Ltd.

189,500

7,654,238

Anderson Exploration Ltd. (a)

355,200

6,453,820

BCE, Inc.

59,000

1,398,784

Canada Occidental Petroleum Ltd.

153,000

4,149,240

Canadian Natural Resources Ltd. (a)

279,600

8,120,770

Celestica, Inc. (sub. vtg.) (a)

199,800

9,730,213

Cinar Films, Inc. Class B (ltd. vtg.) (a)

136,500

477,750

Crestar Energy, Inc. (a)

277,500

4,226,697

Mitel Corp. (a)

112,300

2,343,850

Nortel Networks Corp.

92,652

6,427,126

Rio Alto Exploration Ltd. (a)

257,500

4,713,441

Suncor Energy, Inc.

196,500

4,539,210

Talisman Energy, Inc. (a)

659,100

21,836,444

Telesystem International Wireless, Inc. (sub. vtg.) (a)

213,900

3,915,360

85,986,943

Denmark - 0.4%

Novo-Nordisk AS (B Shares) (a)

64,800

11,018,365

Finland - 2.8%

Metsa-Serla Oyj Class B Free Shares

164,200

1,213,949

Nokia AB

770,000

38,451,874

Sampo Insurance Co. Ltd.

131,100

5,315,171

Sonera Corp.

221,200

10,075,906

UPM-Kymmene Corp.

1,284,600

31,861,548

86,918,448

France - 10.2%

Aventis SA

166,260

12,064,242

AXA SA de CV

127,026

19,994,115

Banque Nationale de Paris (BNP)

159,240

15,312,225

Canal Plus SA

28,800

4,835,382

Castorama Dubois Investissements SA

34,750

8,585,789

Compagnie de St. Gobain

23,000

3,106,824

France Telecom SA

280,400

39,160,182

Rhodia SA

361,700

6,072,769

Sanofi-Synthelabo SA

193,168

9,195,203

Societe Generale Class A

168,800

10,144,686

Shares

Value (Note 1)

Suez Lyonnaise des Eaux

33,800

$ 5,916,684

Television Francaise 1 SA

208,940

14,550,237

TotalFinaElf SA Class B

945,444

145,598,378

Vivendi SA

245,500

21,651,302

316,188,018

Germany - 3.7%

Allianz AG (Reg.)

47,200

16,943,449

BASF AG

517,700

20,791,502

Deutsche Telekom AG

218,700

12,476,006

E.On AG

159,700

7,693,464

Intershop Communication AG (a)

6,800

3,093,584

JUMPtec Industrielle Computertechnik AG

5,292

467,978

Kali Und Salz Beteiligungs AG

590,850

9,018,262

Munich Reinsurance AG (Reg.)

28,192

8,848,047

Siemens AG

193,500

29,165,113

Software AG

18,200

1,684,103

United Internet AG (a)

21,700

2,670,392

112,851,900

Hong Kong - 1.4%

China Telecom (Hong Kong) Ltd. (a)

3,618,000

32,166,283

Hutchison Whampoa Ltd.

578,600

7,273,693

Johnson Electric Holdings Ltd.

480,000

4,541,023

43,980,999

Ireland - 0.2%

Bank of Ireland, Inc.

1,151,438

7,205,598

Israel - 0.2%

Check Point Software
Technologies Ltd. (a)

24,600

5,209,050

Italy - 1.9%

Banca Intesa Spa

3,138,646

14,144,182

Olivetti & Co. Spa

1,883,500

6,856,455

San Paolo Imi Spa

404,100

7,124,648

Telecom Italia Mobile Spa

1,313,900

13,410,072

Telecom Italia Spa

1,130,524

15,551,776

57,087,133

Japan - 22.3%

Asahi Chemical Industry Co. Ltd.

527,000

3,728,070

Canon, Inc.

445,000

22,416,876

DDI Corp.

2,836

27,284,664

Fuji Bank Ltd.

902,000

6,857,310

Fujitsu Ltd.

749,000

25,927,468

Furukawa Electric Co. Ltd.

6,630,000

138,515,852

Hitachi Chemical Co. Ltd.

132,000

3,056,593

Hitachi Zosen Corp. (a)

1,563,000

1,415,280

Hoya Corp.

80,000

7,168,459

Ito-Yokado Co. Ltd.

387,000

23,288,626

KDD Corp.

73,900

7,458,310

Kyocera Corp.

287,200

49,344,552

Mitsubishi Electric Corp.

1,303,000

14,109,074

Mitsubishi Estate Co. Ltd.

646,000

7,604,301

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Mitsui Fudosan Co. Ltd.

288,000

$ 3,123,939

NEC Corp.

885,000

27,797,115

Net One Systems Co. Ltd.

159

3,659,310

Nikko Securities Co. Ltd.

4,280,000

42,388,230

Nintendo Co. Ltd.

39,000

6,812,677

Nippon Telegraph & Telephone Corp.

3,306

43,967,744

Nomura Securities Co. Ltd.

2,238,000

54,778,440

NTT DoCoMo, Inc.

365

9,880,683

Oki Electric Industry Co. Ltd. (a)

719,000

5,594,935

Omron Corp.

772,000

20,971,138

ORIX Corp.

57,600

8,502,547

Rohm Co. Ltd.

24,300

7,105,263

Sakura Bank Ltd.

1,052,000

7,273,307

Softbank Corp.

131,700

17,887,946

Sony Corp.

199,600

18,824,776

Takeda Chemical Industries Ltd.

455,000

29,869,837

Toko, Inc.

586,000

4,427,335

Tokyo Broadcasting System, Inc.

136,000

5,875,118

Tokyo Seimitsu Co. Ltd.

128,800

17,251,085

Trans Cosmos, Inc.

31,600

4,745,067

Yamanouchi Pharmaceutical Co. Ltd.

117,000

6,389,644

Zeon Corp.

712,000

5,070,364

690,371,935

Korea (South) - 3.6%

Kookmin Bank

228,100

2,904,886

Samsung Electro-Mechanics Co. (a)

152,610

9,566,997

Samsung Electronics Co. Ltd.

271,340

89,795,721

SK Telecom Co. Ltd. ADR

286,100

10,389,006

112,656,610

Marshall Islands - 0.6%

Teekay Shipping Corp.

592,500

19,478,438

Mexico - 2.8%

Grupo Televisa SA de CV sponsored GDR (a)

253,400

17,468,763

Telefonos de Mexico SA de CV Series L sponsored ADR

552,800

31,578,700

TV Azteca SA de CV sponsored ADR

1,962,700

25,883,106

Wal-Mart de Mexico SA de CV
Series V (a)

5,402,000

12,644,151

87,574,720

Netherlands - 8.0%

ABN AMRO Holding NV

404,000

9,889,256

Akzo Nobel NV (a)

312,300

13,257,377

Equant NV (NY Shares) (a)

312,000

13,416,000

Heineken NV

94,600

5,753,034

ING Groep NV
(Certificaten Van Aandelen)

352,462

23,805,164

Koninklijke Ahold NV (a)

711,949

20,938,618

Koninklijke KPN NV

235,600

10,529,567

Koninklijke Philips Electronics NV

1,201,984

56,643,652

Shares

Value (Note 1)

Nutreco Holding NV

123,833

$ 4,725,220

Royal Dutch Petroleum Co.
(Hague Registry)

801,800

49,360,809

STMicroelectronics NV (NY Shares)

152,700

9,801,431

United Pan-Europe Communications NV Class A (a)

372,200

9,725,099

Vendex KBB NV

496,457

8,425,258

VNU NV

106,700

5,506,648

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,379,665

248,156,798

Norway - 1.3%

Bergesen dy ASA:

(A Shares)

509,100

10,433,470

(B Shares)

489,051

9,367,702

DNB Holding ASA

1,026,200

4,253,976

Frontline Ltd. (a)

769,900

9,413,186

TANDBERG ASA (a)

186,400

4,438,664

VMETRO ASA

121,900

1,419,439

39,326,437

Russia - 0.0%

Mobile TeleSystems Ojsc sponsored ADR (a)

21,100

472,113

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR

196,100

17,649,000

Overseas Union Bank Ltd.

862,296

3,342,716

United Overseas Bank Ltd.

329,472

2,154,097

23,145,813

Spain - 1.7%

Altadis SA

245,727

3,771,677

Banco Santander Central Hispano SA

1,538,868

16,221,435

Telefonica SA (a)

1,445,100

31,017,446

51,010,558

Sweden - 0.1%

Netcom AB (B Shares) (a)

25,300

1,873,808

Switzerland - 3.7%

ABB Ltd. (Reg.)

60,751

7,262,817

Credit Suisse Group (Reg.)

131,154

26,058,947

Gretag Imaging Holding AG (Reg. D)

6,500

1,249,694

Julius Baer Holding AG

1,792

7,077,149

Nestle SA (Reg.)

21,218

42,417,812

The Swatch Group AG (Reg.)

46,400

12,088,660

UBS AG

109,468

16,019,380

Valora Holding AG

8,500

2,357,641

114,532,100

Taiwan - 2.4%

Macronix International Co. Ltd. (a)

1,754,890

4,397,934

Taiwan Semiconductor
Manufacturing Co. Ltd. (a)

6,292,976

29,903,157

Common Stocks - continued

Shares

Value (Note 1)

Taiwan - continued

United Microelectronics Corp.

9,392,400

$ 26,136,703

Winbond Electronics Corp. (a)

4,298,450

12,451,165

72,888,959

United Kingdom - 16.5%

Amvescap PLC

871,400

14,012,286

BAE SYSTEMS PLC

1,589,329

9,933,370

BP Amoco PLC

13,057,386

123,092,995

Cable & Wireless PLC

1,959,100

33,256,173

Carlton Communications PLC

1,578,600

20,355,258

Diageo PLC

476,100

4,282,905

Granada Group PLC

715,800

7,166,733

HSBC Holdings PLC (Reg.)

938,894

10,879,433

Lloyds TSB Group PLC

1,473,800

13,951,109

Marconi PLC

639,700

8,345,654

Misys PLC

631,300

5,343,866

Prudential Corp. PLC

454,200

6,669,727

Reed International PLC

537,300

4,686,734

Reuters Group PLC

767,400

12,782,007

Rio Tinto PLC (Reg.)

768,500

12,590,797

Royal Bank of Scotland Group PLC

1,639,500

27,507,564

Shell Transport & Trading Co. PLC (Reg.)

6,057,900

50,419,383

SMG PLC

787,200

4,257,260

SmithKline Beecham PLC

1,620,442

21,126,500

SSL International PLC

96,600

1,047,777

Unilever PLC

363,810

2,285,180

Vodafone AirTouch PLC

26,557,103

110,045,894

WPP Group PLC

465,700

6,817,406

510,856,011

United States of America - 1.5%

Bristol-Myers Squibb Co.

151,000

8,795,750

Eli Lilly & Co.

119,500

11,935,063

OMI Corp.

443,100

2,409,356

Overseas Shipholding Group, Inc.

533,300

13,132,513

Schering-Plough Corp.

186,300

9,408,150

45,680,832

TOTAL COMMON STOCKS

(Cost $2,098,252,397)

2,795,526,426

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

4,475,250

Cash Equivalents - 12.4%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

164,583,560

$ 164,583,560

Taxable Central Cash Fund, 6.59% (b)

218,019,162

218,019,162

TOTAL CASH EQUIVALENTS

(Cost $382,602,722)

382,602,722

TOTAL INVESTMENT PORTFOLIO - 103.0%

(Cost $2,485,876,718)

3,182,604,398

NET OTHER ASSETS - (3.0)%

(92,987,924)

NET ASSETS - 100%

$ 3,089,616,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,789,627,683 and $1,514,198,966, respectively, of which U.S. government and government agency obligations aggregated $0 and $4,435,324, respectively.

The market value of futures contracts opened and closed during the period amounted to $0 and $16,650,996, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,080 for the period.

The fund participated in the security lending program. At the period end, the value of securities loaned amounted to $164,478,909. The fund received cash collateral of $164,583,560 which was invested in cash equivalents and U.S. Treasury Obligations valued at $7,170,000.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,495,276,806. Net unrealized appreciation aggregated $687,327,592, of which $794,595,136 related to appreciated investment securities and $107,267,544 related to depreciated investment securities.

Overseas Portfolio

See accompanying notes which are an integral part of the financial statements.

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $2,485,876,718) -
See accompanying schedule

$ 3,182,604,398

Foreign currency held at value
(cost $14,804,727)

14,800,284

Receivable for investments sold

87,398,285

Receivable for fund shares sold

55,319,628

Dividends receivable

4,560,497

Interest receivable

1,166,523

Other receivables

32,299

Total assets

3,345,881,914

Liabilities

Payable to custodian bank

$ 24

Payable for investments purchased

88,348,263

Payable for fund shares redeemed

755,883

Accrued management fee

1,845,001

Distribution fees payable

20,958

Other payables and
accrued expenses

711,751

Collateral on securities loaned,
at value

164,583,560

Total liabilities

256,265,440

Net Assets

$ 3,089,616,474

Net Assets consist of:

Paid in capital

$ 2,238,651,656

Undistributed net investment income

6,881,028

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

147,360,600

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

696,723,190

Net Assets

$ 3,089,616,474

Initial Class :
Net Asset Value, offering price
and redemption price per share
($2,821,727,782
÷
120,272,122 shares)

$23.46

Service Class:
Net Asset Value, offering price
and redemption price per share
($265,477,139
÷
11,338,502 shares)

$23.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,411,553
÷ 103,163 shares)

$23.38

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 28,919,045

Interest

5,991,504

Security lending

369,625

35,280,174

Less foreign taxes withheld

(3,264,911)

Total income

32,015,263

Expenses

Management fee

$ 10,781,118

Transfer agent fees

996,099

Distribution fees

100,086

Accounting and security lending fees

697,742

Non-interested trustees' compensation

12,169

Custodian fees and expenses

703,855

Registration fees

159,039

Audit

23,591

Legal

11,063

Miscellaneous

25,459

Total expenses before reductions

13,510,221

Expense reductions

(262,270)

13,247,951

Net investment income

18,767,312

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

157,476,657

Foreign currency transactions

(157,449)

Futures contracts

966,799

158,286,007

Change in net unrealized appreciation (depreciation) on:

Investment securities

(308,240,636)

Assets and liabilities in
foreign currencies

(88,785)

Futures contracts

(450,390)

(308,779,811)

Net gain (loss)

(150,493,804)

Net increase (decrease) in net assets resulting from operations

$ (131,726,492)

Other Information

Expense reductions
Directed brokerage arrangements

$ 249,713

Custodian credits

12,557

$ 262,270

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 18,767,312

$ 24,385,652

Net realized gain (loss)

158,286,007

279,081,035

Change in net unrealized appreciation (depreciation)

(308,779,811)

567,840,640

Net increase (decrease) in net assets resulting from operations

(131,726,492)

871,307,327

Distributions to shareholders
From net investment income

(29,474,912)

(31,839,750)

In excess of net investment income

(12,018,477)

-

From net realized gain

(261,723,630)

(51,354,434)

Total distributions

(303,217,019)

(83,194,184)

Share transactions - net increase (decrease)

643,337,117

(16,452,995)

Total increase (decrease) in net assets

208,393,606

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $6,881,028 and $10,707,600, respectively)

$ 3,089,616,474

$ 2,881,222,868

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

85,476,599

$ 2,061,439,529

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,119

4,250,326

81,691,268

Redeemed

(76,595,523)

(1,846,989,611)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

20,531,081

$ 499,409,037

(3,705,063)

$ (92,973,275)

Service Class
Sold

36,993,399

$ 881,191,616

18,969,271

$ 422,534,083

Reinvested

747,240

18,247,617

78,277

1,502,916

Redeemed

(31,673,883)

(757,892,720)

(15,508,477)

(347,516,719)

Net increase (decrease)

6,066,756

$ 141,546,513

3,539,071

$ 76,520,280

Service Class 2 A
Sold

107,413

$ 2,478,164

-

$ -

Reinvested

421

10,283

-

-

Redeemed

(4,671)

(106,880)

-

-

Net increase (decrease)

103,163

$ 2,381,567

-

$ -

Distributions
From net investment income
Initial Class

$ 27,739,213

$ 31,264,560

Service Class

1,734,722

575,190

Service Class 2 A

977

-

Total

$ 29,474,912

$ 31,839,750

In excess of net investment income
Initial Class

$ 11,310,740

$ -

Service Class

707,338

-

Service Class 2 A

399

-

Total

$ 12,018,477

$ -

From net realized gain
Initial Class

$ 245,909,166

$ 50,426,708

Service Class

15,805,557

927,726

Service Class 2 A

8,907

-

Total

$ 261,723,630

$ 51,354,434

$ 303,217,019

$ 83,194,184

D Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

$ 15.67

Income from Investment Operations

Net investment income

.15 D

.24 D

.23 D

.30 D

.32 D, E

.17

Net realized and unrealized gain (loss)

(1.43)

7.95

2.13

1.70

1.88

1.34

Total from investment operations

(1.28)

8.19

2.36

2.00

2.20

1.51

Less Distributions

From net investment income

(.26)

(.31)

(.38)

(.33)

(.20)

(.06)

In excess of net investment income

(.11)

-

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

(.02)

In excess of net realized gain

-

-

-

-

-

(.04)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

(.12)

Net asset value, end of period

$ 23.46

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Total Return B, C

(5.07)%

42.55%

12.81%

11.56%

13.15%

9.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,821,728

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

$ 1,343,134

Ratio of expenses to average net assets

.90% A

.91%

.91%

.92%

.93%

.91%

Ratio of expenses to average net assets after expense reductions

.88% A, G

.87% G

.89% G

.90% G

.92% G

.91%

Ratio of net investment income to average net assets

1.27% A

1.10%

1.19%

1.55%

1.84%

1.88%

Portfolio turnover

110% A

78%

84%

67%

92%

50%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.14

.22

.15

.01

Net realized and unrealized gain (loss)

(1.43)

7.94

2.19

(.17)

Total from investment operations

(1.29)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.26)

(.31)

(.38)

-

In excess of net investment income

(.10)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 23.41

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(5.12)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 265,477

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.00% A

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.99% A, G

.98% G

.97% G

1.01% A, G

Ratio of net investment income to average net assets

1.17% A

1.00%

.80%

.31% A

Portfolio turnover

110% A

78%

84%

67%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.05 per share.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.19)

Total from investment operations

(.09)

Less Distributions

From net investment income

(.26)

In excess of net investment income

(.10)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 23.38

Total Return B, C

(0.78)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,412

Ratio of expenses to average net assets

1.20% A

Ratio of expenses to average net assets after expense reductions

1.18% A, F

Ratio of net investment income to average net assets

.97% A

Portfolio turnover

110% A

A Annualized

B The total return would have been lower had certain expenses not been reduced during the period shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from December 28, 1998 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class 2

61.26%

52.99%

S&P MidCap 400

16.98%

20.14%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2 - on December 28, 1998, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,980 - an 89.80% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $13,185 - a 31.85% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Nextel Communications, Inc. Class A

2.6

Kopin Corp.

1.7

Calpine Corp.

1.5

Freddie Mac

1.3

Brocade Communications Systems, Inc.

1.0

8.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

31.7

Health

13.5

Energy

10.8

Utilities

8.8

Finance

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 92.0%

Short-Term
Investments and
Net Other Assets 8.0%



* Foreign investments 4.7%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially exceeding the performance of its benchmark, the Standard & Poor's MidCap 400 Index, which had a total return of 8.97% for the six-month period ending June 30, 2000 and a 16.98% return for the 12-month period.

Q. What factors affected performance?

A. We started the period by continuing a very good run in technology and biotechnology into March. The technology run was driven by excitement about the Internet, with continued bullishness for Internet infrastructure stocks. Enthusiasm for biotechnology stocks was strong due to breakthroughs in genomics, or gene-mapping. In early March, however, things seemed to fall apart for both sectors. The catalyst for biotechnology's decline was a government announcement raising questions about whether patents would be issued for genes. That started a cascade that began in March and lasted until early June. Valuations were so high that anything that possibly could threaten stock values eventually did. In early June, however, stocks in these two sectors started coming back.

Q. What were your principal strategies during this period of volatility?

A. We had a very strong weighting in technology early in the period, exceeding 45% of net assets in late February. This helped the fund greatly in the rally. We did get hit in the correction that began in March, but we practiced prudent risk management, selling some stocks with extremely high valuations, and taking some money off the table. I also reduced our holdings in some Internet stocks when I started to see cracks in Internet usage and a reduction in advertising on the Web. I remained bullish on telecommunications service providers, such as Nextel, as I was still optimistic about the growth potential for wireless communications in the United States. By the end of the period, the technology weighting declined to 31.7% of net assets. Part of this reduction was a result of stock prices losing value and part of it was a result of my decisions to reduce the size of holdings. Throughout the period, I avoided traditional defensive areas such as cyclicals, natural resources and utilities other than telecommunications companies. As a risk-management tactic, I was more comfortable increasing my cash position than investing in these industries. The fund did underperform the S&P MidCap 400 Index from early March through early June, but I thought that was an acceptable price to pay for the very good performance early in the period. Overall, we were well ahead of mid-cap stock indexes for the six-month period.

Q. What were some of the investments that helped performance?

A. Nextel Communications, the fund's largest position at the end of the period, was a big contributor. Kopin, which makes wafers for the amplifiers of wireless handsets, also helped performance. Kopin and Research in Motion, which manufactures two-way pagers with access to the Internet, both benefited from increased wireless usage. Another strong contributor was Veritas Software, whose data protection products were in demand as data storage related to the Internet grew.

Q. What were some of the disappointments?

A. DoubleClick had performed well earlier, but its stock fell as advertising on the Internet declined. DoubleClick is the largest provider of advertising on the Internet. Most of the other detractors from performance, relative to the S&P Mid Cap 400 Index, were companies such as QLogic Corp., which had good performance but which I underweighted. QLogic produces components for fiber-optic communications systems.

Q. What is your outlook for the mid-cap stock market?

A. The rapid growth of wireless communications and increased Internet usage are major long-term trends. However, the stocks that benefited from this growth during the period reached very high valuations and then suffered sharp corrections in March through early June. Investors are wondering what will happen next. I believe that technology will continue to be a driving force for global change, and I think that the growth potential of wireless communications remains very strong in the United States.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2000, more than $296 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 87.3%

Shares

Value (Note 1)

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 1.2%

Avery Dennison Corp.

17,400

$ 1,167,975

Dow Chemical Co.

8,300

250,556

Ivex Packaging Corp. (a)

14,900

165,763

Lyondell Chemical Co.

41,800

700,150

M.A. Hanna Co.

47,300

425,700

Sealed Air Corp. (a)

9,800

513,275

Union Carbide Corp.

4,700

232,650

3,456,069

Packaging & Containers - 0.0%

Bemis Co., Inc.

4,800

161,400

Paper & Forest Products - 0.1%

Trex Co., Inc. (a)

6,000

300,000

TOTAL BASIC INDUSTRIES

3,917,469

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

Applied Films Corp. (a)

9,600

351,600

Engineering - 0.3%

Bouygues SA

600

400,659

Quanta Services, Inc. (a)

9,900

544,500

945,159

TOTAL CONSTRUCTION & REAL ESTATE

1,296,759

DURABLES - 1.6%

Autos, Tires, & Accessories - 0.5%

SPX Corp.

11,090

1,341,197

Consumer Electronics - 0.7%

Black & Decker Corp.

3,700

145,456

General Motors Corp. Class H (a)

22,100

1,939,275

2,084,731

Home Furnishings - 0.0%

Leggett & Platt, Inc.

6,700

110,550

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

11,300

265,550

Liz Claiborne, Inc.

18,670

658,118

Timberland Co. Class A (a)

5,200

368,225

1,291,893

TOTAL DURABLES

4,828,371

ENERGY - 10.8%

Energy Services - 6.4%

BJ Services Co. (a)

28,980

1,811,250

Cal Dive International, Inc. (a)

9,700

525,619

Coflexip SA sponsored ADR

2,300

139,150

Diamond Offshore Drilling, Inc.

15,300

537,413

ENSCO International, Inc.

46,110

1,651,314

Global Marine, Inc.

73,500

2,071,781

Shares

Value (Note 1)

Grey Wolf, Inc. (a)

162,000

$ 810,000

Halliburton Co.

24,700

1,165,531

Hanover Compressor Co. (a)

23,700

900,600

Helmerich & Payne, Inc.

20,100

751,238

Nabors Industries, Inc. (a)

40,080

1,665,825

Noble Drilling Corp.

43,590

1,795,363

Pride International, Inc. (a)

9,000

222,750

R&B Falcon Corp. (a)

30,800

725,725

Rowan Companies, Inc. (a)

4,300

130,613

Smith International, Inc. (a)

10,400

757,250

Tidewater, Inc.

25,950

934,200

Transocean Sedco Forex, Inc.

14,260

762,019

Varco International, Inc. (a)

30,548

710,229

Weatherford International, Inc.

25,930

1,032,338

19,100,208

Oil & Gas - 4.4%

Anadarko Petroleum Corp.

18,100

892,556

Apache Corp.

37,450

2,202,528

Burlington Resources, Inc.

14,700

562,275

Cooper Cameron Corp. (a)

12,560

828,960

Devon Energy Corp.

19,700

1,106,894

EOG Resources, Inc.

9,140

306,190

Grant Prideco, Inc. (a)

8,730

218,250

Kerr-McGee Corp.

2,770

163,257

Murphy Oil Corp.

2,000

118,875

Noble Affiliates, Inc.

14,470

539,008

Ocean Energy, Inc. (a)

39,290

557,427

Santa Fe Snyder Corp. (a)

144,670

1,645,621

Tosco Corp.

23,530

666,193

USX - Marathon Group

7,590

190,224

Valero Energy Corp.

18,700

593,725

Vastar Resources, Inc.

21,640

1,777,185

Veritas DGC, Inc. (a)

22,600

587,600

12,956,768

TOTAL ENERGY

32,056,976

FINANCE - 6.5%

Banks - 0.9%

Bank of New York Co., Inc.

15,300

711,450

Bank One Corp.

39,200

1,041,250

PNC Financial Services Group, Inc.

16,600

778,125

2,530,825

Credit & Other Finance - 0.5%

Concord EFS, Inc. (a)

16,500

429,000

Household International, Inc.

14,000

581,875

Providian Financial Corp.

6,700

603,000

1,613,875

Federal Sponsored Credit - 1.3%

Freddie Mac

92,410

3,742,605

Insurance - 3.7%

Ace Ltd.

23,200

649,600

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AFLAC, Inc.

8,950

$ 411,141

Allmerica Financial Corp.

12,720

666,210

AMBAC Financial Group, Inc.

24,640

1,350,580

American General Corp.

4,590

279,990

Brown & Brown, Inc.

500

26,000

CIGNA Corp.

25,650

2,398,275

First Health Group Corp. (a)

14,300

469,219

Hartford Financial Services Group, Inc.

6,270

350,728

Jefferson-Pilot Corp.

3,600

203,175

MBIA, Inc.

5,310

255,876

MetLife, Inc.

60,000

1,263,750

Protective Life Corp.

22,780

606,518

Reliastar Financial Corp.

23,939

1,255,301

The Chubb Corp.

4,360

268,140

XL Capital Ltd. Class A

10,400

562,900

11,017,403

Securities Industry - 0.1%

Lehman Brothers Holdings, Inc.

3,000

283,688

TOTAL FINANCE

19,188,396

HEALTH - 13.5%

Drugs & Pharmaceuticals - 10.4%

Abgenix, Inc. (a)

6,100

731,142

Alkermes, Inc. (a)

4,100

193,213

Allergan, Inc.

10,100

752,450

ALZA Corp. (a)

12,200

721,325

Aviron (a)

28,880

891,670

Bristol-Myers Squibb Co.

10,800

629,100

Celgene Corp. (a)

23,550

1,386,506

Cephalon, Inc. (a)

31,540

1,888,458

Chiron Corp. (a)

12,830

609,425

COR Therapeutics, Inc. (a)

28,420

2,424,581

Corixa Corp. (a)

9,500

407,906

CV Therapeutics, Inc. (a)

7,605

527,122

Elan Corp. PLC sponsored ADR (a)

20,200

978,438

Eli Lilly & Co.

7,500

749,063

Forest Laboratories, Inc. (a)

6,370

643,370

Gene Logic, Inc. (a)

10,480

374,005

Genentech, Inc.

3,170

545,240

Gilead Sciences, Inc. (a)

7,010

498,586

Human Genome Sciences, Inc. (a)

620

82,693

ImClone Systems, Inc. (a)

16,400

1,253,575

IVAX Corp. (a)

6,500

269,750

Millennium Pharmaceuticals, Inc. (a)

13,762

1,539,624

Myriad Genetics, Inc. (a)

9,000

1,332,703

Noven Pharmaceuticals, Inc. (a)

1,100

33,069

PE Corp. - Celera Genomics Group (a)

9,300

869,550

Protein Design Labs, Inc. (a)

8,210

1,354,265

QLT, Inc. (a)

21,260

1,651,402

Schering-Plough Corp.

9,700

489,850

Shares

Value (Note 1)

Sepracor, Inc. (a)

12,560

$ 1,515,050

Teva Pharmaceutical Industries Ltd. ADR

28,200

1,563,338

Titan Pharmaceuticals, Inc. (a)

15,100

649,300

United Therapeutics Corp.

26,100

2,828,588

Vertex Pharmaceuticals, Inc. (a)

5,300

558,488

30,942,845

Medical Equipment & Supplies - 0.8%

Millipore Corp.

8,700

655,763

MiniMed, Inc. (a)

3,900

460,200

Novoste Corp. (a)

10,300

628,300

Stryker Corp.

10,800

472,500

Sybron International, Inc. (a)

8,730

172,963

2,389,726

Medical Facilities Management - 2.3%

Express Scripts, Inc. Class A (a)

10,800

670,950

Laboratory Corp. of America Holdings

5,700

439,613

Quest Diagnostics, Inc. (a)

24,500

1,831,375

Trigon Healthcare, Inc. (a)

43,170

2,225,953

UnitedHealth Group, Inc.

14,600

1,251,950

Wellpoint Health Networks, Inc. (a)

4,800

347,700

6,767,541

TOTAL HEALTH

40,100,112

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%

Electrical Equipment - 2.2%

Adaptive Broadband Corp. (a)

21,140

776,895

Adtran, Inc. (a)

16,300

975,963

American Power Conversion Corp. (a)

7,300

297,931

ANTEC Corp. (a)

11,200

465,500

California Amplifier, Inc. (a)

320

14,640

Harris Corp.

5,600

183,400

Pace Micro Technology PLC

88,944

1,284,515

Powerwave Technologies, Inc. (a)

6,700

294,800

Scientific-Atlanta, Inc.

16,840

1,254,580

Vyyo, Inc.

32,600

880,200

6,428,424

Industrial Machinery & Equipment - 0.6%

Asyst Technologies, Inc. (a)

21,900

750,075

Ingersoll-Rand Co.

10,100

406,525

Varian Semiconductor Equipment Associates, Inc. (a)

9,400

590,438

1,747,038

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

8,175,462

MEDIA & LEISURE - 3.1%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

23,020

762,178

Pegasus Communications Corp. (a)

53,240

2,612,088

Radio One, Inc.:

Class A

6,070

179,444

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Radio One, Inc.: - continued

Class D (non-vtg.) (a)

15,140

$ 334,026

TiVo, Inc.

29,200

1,022,000

UnitedGlobalCom, Inc. Class A (a)

5,090

237,958

Univision Communications, Inc.
Class A (a)

8,580

888,030

USA Networks, Inc. (a)

43,300

936,363

6,972,087

Entertainment - 0.7%

Mandalay Resort Group (a)

18,100

362,000

MGM Grand, Inc.

41,900

1,346,038

Park Place Entertainment Corp. (a)

5,400

65,813

Premier Parks, Inc. (a)

10,400

236,600

2,010,451

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

860

34,185

Restaurants - 0.0%

Jack in the Box, Inc. (a)

2,880

70,920

TOTAL MEDIA & LEISURE

9,087,643

NONDURABLES - 1.7%

Agriculture - 0.1%

Nutreco Holding NV

11,573

441,603

Foods - 1.2%

Bestfoods

4,200

290,850

Keebler Foods Co.

22,840

847,935

Nabisco Group Holdings Corp.

45,910

1,190,791

Nabisco Holdings Corp. Class A

10,800

567,000

Quaker Oats Co.

7,200

540,900

3,437,476

Household Products - 0.4%

Avon Products, Inc.

24,610

1,095,145

TOTAL NONDURABLES

4,974,224

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd.

8,930

56,095

Newmont Mining Corp.

900

19,463

Stillwater Mining Co. (a)

37,520

1,045,870

1,121,428

RETAIL & WHOLESALE - 1.1%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. (a)

21,800

722,125

General Merchandise Stores - 0.3%

Consolidated Stores Corp. (a)

1,900

22,800

Shares

Value (Note 1)

Costco Wholesale Corp. (a)

13,400

$ 442,200

Dollar Tree Stores, Inc. (a)

7,650

302,653

767,653

Grocery Stores - 0.3%

Safeway, Inc. (a)

17,100

771,638

Retail & Wholesale, Miscellaneous - 0.3%

Best Buy Co., Inc. (a)

13,000

822,250

Circuit City Stores, Inc. -
Circuit City Group

4,600

152,663

Ventro Corp.

3,500

66,063

1,040,976

TOTAL RETAIL & WHOLESALE

3,302,392

SERVICES - 2.5%

Advertising - 0.9%

ADVO, Inc. (a)

20,600

865,200

DoubleClick, Inc. (a)

8,180

311,863

TMP Worldwide, Inc. (a)

19,500

1,439,344

2,616,407

Printing - 0.0%

Valassis Communications, Inc. (a)

1,360

51,850

Services - 1.6%

ACNielsen Corp. (a)

23,100

508,200

Cintas Corp.

29,390

1,078,246

Convergys Corp. (a)

9,000

466,875

Ecolab, Inc.

28,939

1,130,430

Profit Recovery Group
International, Inc. (a)

21,600

359,100

Robert Half International, Inc. (a)

24,640

702,240

True North Communications

11,400

501,600

4,746,691

TOTAL SERVICES

7,414,948

TECHNOLOGY - 31.7%

Communications Equipment - 3.9%

ADC Telecommunications, Inc. (a)

8,300

696,163

Advanced Fibre Communications, Inc. (a)

2,430

110,109

Andrew Corp. (a)

17,000

570,563

Ciena Corp. (a)

4,790

798,433

Comverse Technology, Inc. (a)

14,850

1,381,050

Corning, Inc.

5,903

1,593,072

Ditech Communications Corp.

900

85,106

Efficient Networks, Inc.

9,800

720,913

Jabil Circuit, Inc. (a)

29,740

1,475,848

Metricom, Inc. (a)

10,230

285,161

Natural MicroSystems Corp. (a)

22,050

2,479,247

Tekelec (a)

7,800

375,863

Terayon Communication Systems, Inc. (a)

1,200

77,081

Turnstone Systems, Inc.

3,200

530,150

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Tut Systems, Inc. (a)

2,600

$ 149,175

Westell Technologies, Inc. Class A (a)

8,800

132,000

11,459,934

Computer Services & Software - 8.4%

Active Software, Inc.

13,500

1,048,781

Adobe Systems, Inc.

10,630

1,381,900

Affiliated Computer Services, Inc.
Class A (a)

3,220

106,461

Affymetrix, Inc. (a)

4,300

710,038

Amazon.com, Inc. (a)

24,500

889,656

Amdocs Ltd. (a)

7,947

609,932

Ariba, Inc.

5,000

490,234

Autodesk, Inc.

11,800

409,313

BEA Systems, Inc. (a)

24,520

1,212,208

BroadVision, Inc. (a)

2,300

116,869

Business Objects SA sponsored ADR (a)

4,400

387,750

CACI International, Inc. Class A (a)

12,200

237,900

Cadence Design Systems, Inc. (a)

19,620

399,758

Check Point Software
Technologies Ltd. (a)

3,200

677,600

Clarent Corp.

2,500

178,750

CNET Networks, Inc. (a)

23,700

582,131

Covad Communications Group, Inc. (a)

25,200

406,350

Digital Insight Corp.

4,900

166,600

Electronic Arts, Inc. (a)

3,010

219,542

Foundry Networks, Inc.

4,600

506,000

Interact Commerce Corp. (a)

7,080

83,632

Internap Network Services Corp.

3,300

137,002

Intuit, Inc. (a)

7,830

323,966

Keynote Systems, Inc.

6,300

444,544

Macromedia, Inc. (a)

900

87,019

Manugistics Group, Inc. (a)

1,500

70,125

Marketwatch.com, Inc. (a)

200

3,763

Mercury Interactive Corp. (a)

2,700

261,225

Metasolv Software, Inc.

11,330

498,520

National Computer Systems, Inc.

7,200

354,600

New Era of Networks, Inc. (a)

2,370

100,725

Opus360 Corp.

20

74

Orbotech Ltd.

8,400

780,150

Pharmacopeia, Inc. (a)

3,400

157,675

Phone.com, Inc.

4,900

319,113

Polycom, Inc. (a)

13,400

1,260,856

Priceline.com, Inc. (a)

24,500

930,617

Puma Technology, Inc. (a)

4,160

111,540

Rational Software Corp. (a)

14,300

1,329,006

Redback Networks, Inc.

6,320

1,132,070

Software.com, Inc.

2,100

272,738

VERITAS Software Corp. (a)

24,605

2,780,749

Vignette Corp. (a)

10,080

524,318

Shares

Value (Note 1)

Vitria Technology, Inc.

6,800

$ 415,650

webMethods, Inc.

12,000

1,886,250

25,003,700

Computers & Office Equipment - 4.7%

Alteon Websystems, Inc.

5,700

570,356

Apple Computer, Inc. (a)

80

4,190

Brocade Communications
Systems, Inc. (a)

16,860

3,093,547

CDW Computer Centers, Inc. (a)

30,800

1,925,000

Comdisco, Inc.

5,400

120,488

Copper Mountain Networks, Inc.

3,300

290,813

Juniper Networks, Inc.

15,060

2,192,171

MMC Networks, Inc. (a)

21,600

1,154,250

MRV Communications, Inc. (a)

6,100

410,225

Network Appliance, Inc. (a)

24,080

1,938,440

ScanSource, Inc. (a)

7,130

277,179

SCI Systems, Inc. (a)

7,100

278,231

Symbol Technologies, Inc.

9,645

520,830

Tech Data Corp. (a)

25,500

1,110,844

13,886,564

Electronic Instruments - 4.1%

Aclara Biosciences, Inc.

6,200

315,813

Agilent Technologies, Inc.

10,350

763,313

Aurora Biosciences Corp. (a)

17,100

1,166,006

FEI Co. (a)

29,700

905,850

KLA-Tencor Corp. (a)

4,820

282,271

Kulicke & Soffa Industries, Inc. (a)

12,100

718,438

Novellus Systems, Inc. (a)

14,950

845,609

PE Corp. - Biosystems Group

7,910

521,071

PerkinElmer, Inc.

36,950

2,443,319

Photon Dynamics, Inc. (a)

18,700

1,396,656

Tektronix, Inc.

13,200

976,800

Waters Corp. (a)

14,910

1,860,954

12,196,100

Electronics - 10.6%

Altera Corp. (a)

28,450

2,900,122

Analog Devices, Inc. (a)

7,440

565,440

Atmel Corp. (a)

11,300

416,688

Celestica, Inc. (sub. vtg.) (a)

7,720

375,962

Chartered Semiconductor
Manufacturing Ltd. ADR

3,540

318,600

Cypress Semiconductor Corp. (a)

20,640

872,040

Digital Microwave Corp. (a)

8,300

316,438

E Tek Dynamics, Inc. (a)

3,130

825,733

GlobeSpan, Inc.

12,400

1,513,769

Infineon Technologies AG

5,200

408,550

KEMET Corp. (a)

8,160

204,510

Kopin Corp. (a)

72,470

5,018,548

Lattice Semiconductor Corp. (a)

8,100

559,913

Linear Technology Corp.

20

1,279

LSI Logic Corp. (a)

2,900

156,963

Merix Corp. (a)

9,500

446,500

Microchip Technology, Inc. (a)

14,900

868,158

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Micron Technology, Inc. (a)

17,140

$ 1,509,391

National Semiconductor Corp. (a)

33,430

1,897,153

NVIDIA Corp. (a)

12,600

800,888

Plexus Corp. (a)

5,000

565,000

PMC-Sierra, Inc. (a)

3,870

687,651

Power-One, Inc. (a)

10,700

1,219,131

QLogic Corp. (a)

7,132

471,158

Rambus, Inc. (a)

14,100

1,452,300

S3, Inc.

34,100

502,975

Sanmina Corp. (a)

33,600

2,872,800

SDL, Inc. (a)

4,400

1,254,825

Three-Five Systems, Inc. (a)

2,704

159,536

TriQuint Semiconductor, Inc.

8,600

822,913

Vishay Intertechnology, Inc. (a)

18,220

691,221

Vitesse Semiconductor Corp. (a)

5,990

440,639

Xilinx, Inc. (a)

3,100

255,944

31,372,738

TOTAL TECHNOLOGY

93,919,036

TRANSPORTATION - 1.1%

Air Transportation - 0.2%

Continental Airlines, Inc. Class B (a)

4,900

230,300

Northwest Airlines Corp. Class A (a)

9,700

295,244

Southwest Airlines Co.

13,350

252,816

778,360

Railroads - 0.0%

Wabtec Corp.

296

3,071

Shipping - 0.5%

Teekay Shipping Corp.

45,000

1,479,375

Trucking & Freight - 0.4%

Forward Air Corp. (a)

11,985

479,400

Landstar System, Inc. (a)

10,100

601,581

1,080,981

TOTAL TRANSPORTATION

3,341,787

UTILITIES - 8.8%

Cellular - 4.2%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

3,400

604,563

Clearnet Communications, Inc.
Class A (non-vtg.) (a)

24,450

677,102

Microcell Telecommunications, Inc.
Class B (non-vtg.) (a)

26,430

955,979

Millicom International Cellular SA (a)

1,430

50,050

Nextel Communications, Inc. Class A (a)

123,420

7,551,737

Nextel Partners, Inc. Class A

6,300

205,144

Shares

Value (Note 1)

Sprint Corp. - PCS Group Series 1 (a)

37,110

$ 2,208,045

VoiceStream Wireless Corp. (a)

2,790

324,468

12,577,088

Electric Utility - 2.8%

AES Corp. (a)

30,960

1,412,550

Calpine Corp. (a)

68,000

4,471,000

Constellation Energy Corp.

8,100

263,756

IPALCO Enterprises, Inc.

15,680

315,560

Montana Power Co.

13,100

462,594

NiSource, Inc.

39,900

743,138

Northern States Power Co.

16,000

323,000

NRG Energy, Inc.

4,500

82,125

PECO Energy Co.

6,000

241,875

8,315,598

Gas - 1.3%

Columbia Energy Group

60

3,938

Dynegy, Inc. Class A

28,470

1,944,857

Enron Corp.

8,150

525,675

Kinder Morgan, Inc.

36,580

1,264,296

3,738,766

Telephone Services - 0.5%

Allegiance Telecom, Inc. (a)

2,200

140,800

CenturyTel, Inc.

31,400

902,750

ITXC Corp.

14,210

503,123

1,546,673

TOTAL UTILITIES

26,178,125

TOTAL COMMON STOCKS

(Cost $230,321,148)

258,903,128

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.59% to 6.03% 7/13/00 to 8/17/00 (c)
(Cost $919,351)

-

$ 925,000

919,853

Cash Equivalents - 18.5%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.58%, dated 6/30/00 due 7/3/00

$ 18,919,371

$ 18,909,000

Shares

Central Cash Collateral Fund, 6.71% (b)

6,731,354

6,731,354

Taxable Central Cash Fund, 6.59% (b)

29,086,263

29,086,263

TOTAL CASH EQUIVALENTS

(Cost $54,726,617)

54,726,617

TOTAL INVESTMENT PORTFOLIO - 106.1%

(Cost $285,967,116)

314,549,598

NET OTHER ASSETS - (6.1)%

(18,181,476)

NET ASSETS - 100%

$ 296,368,122

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 400 Midcap Index Contracts

Sept. 2000

$ 13,916,550

$ (412,213)

The face value of futures purchased as a percentage of net assets - 4.7%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $919,853.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $338,873,605 and $125,891,376, respectively.

The market value of futures contracts opened and closed during the
period amounted to $20,604,492 and $6,614,989, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $16,684 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,633,405. The fund received cash collateral of $6,731,354 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $289,737,660. Net unrealized appreciation aggregated $24,811,938, of which $35,724,103 related to appreciated investment securities and $10,912,165 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $18,909,000)
(cost $285,967,116) -
See accompanying schedule

$ 314,549,598

Cash

323,420

Receivable for investments sold

13,596,246

Receivable for fund shares sold

3,012,314

Dividends receivable

66,918

Interest receivable

128,429

Other receivables

10,808

Total assets

331,687,733

Liabilities

Payable for investments purchased

$ 27,374,504

Payable for fund shares redeemed

834,902

Accrued management fee

115,770

Distribution fees payable

12,793

Payable for daily variation on
futures contracts

208,051

Other payables and
accrued expenses

42,237

Collateral on securities loaned,
at value

6,731,354

Total liabilities

35,319,611

Net Assets

$ 296,368,122

Net Assets consist of:

Paid in capital

$ 271,976,722

Undistributed net investment income

97,845

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,876,611)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

28,170,166

Net Assets

$ 296,368,122

Initial Class:
Net Asset Value, offering price
and redemption price per share
($149,443,660
÷ 7,938,617
shares)

$18.82

Service Class:
Net Asset Value, offering price and
redemption price per share
($129,033,252
÷ 6,865,262
shares)

$18.80

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($17,891,210
÷ 952,751 shares)

$18.78

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 177,301

Interest

380,016

Security lending

16,068

Total income

573,385

Expenses

Management fee

$ 306,603

Transfer agent fees

43,421

Distribution fees

44,790

Accounting and security lending fees

32,445

Non-interested trustees' compensation

111

Custodian fees and expenses

58,064

Audit

8,158

Legal

586

Reports to Shareholders

236

Miscellaneous

69

Total expenses before reductions

494,483

Expense reductions

(19,437)

475,046

Net investment income

98,339

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(3,838,305)

Foreign currency transactions

1,931

Futures contracts

126,879

(3,709,495)

Change in net unrealized appreciation (depreciation) on:

Investment securities

24,218,897

Assets and liabilities in
foreign currencies

(23)

Futures contracts

(424,407)

23,794,467

Net gain (loss)

20,084,972

Net increase (decrease) in net assets resulting from operations

$ 20,183,311

Other Information

Expense reductions
Directed brokerage arrangements

$ 19,080

Custodian credits

357

$ 19,437

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 98,339

$ (3,279)

Net realized gain (loss)

(3,709,495)

139,917

Change in net unrealized appreciation (depreciation)

23,794,467

4,343,490

Net increase (decrease) in net assets resulting from operations

20,183,311

4,480,128

Distributions to shareholders
From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(131,105)

(172,440)

Share transactions - net increase (decrease)

248,664,126

22,312,614

Total increase (decrease) in net assets

268,716,332

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period (including undistributed net investment income of $97,845 and $0, respectively)

$ 296,368,122

$ 27,651,790

Other Information:

Six months ended
June 30, 2000 (Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,954,588

$ 141,197,057

67,742

$ 873,931

Reinvested

507

8,466

755

10,914

Redeemed

(130,836)

(2,260,660)

(4,140)

(54,766)

Net increase (decrease)

7,824,259

$ 138,944,863

64,357

$ 830,079

Service Class
Sold

5,632,594

$ 100,266,360

1,749,215

$ 22,631,585

Reinvested

7,312

121,968

11,186

161,526

Redeemed

(474,562)

(8,379,137)

(110,484)

(1,310,576)

Net increase (decrease)

5,165,344

$ 92,009,191

1,649,917

$ 21,482,535

Service Class 2 A
Sold

1,052,073

$ 19,316,295

-

$ -

Reinvested

40

671

-

-

Redeemed

(99,362)

(1,606,894)

-

-

Net increase (decrease)

952,751

$ 17,710,072

-

$ -

Distributions

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 131,105

$ 172,440

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 E

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.02

.00

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.62

5.05

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.82

$ 15.25

$ 10.31

Total Return B, C

23.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 149,444

$ 1,744

$ 516

Ratio of expenses to average net assets

.84% A

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.80% A, H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

.25% A

.01%

(.27)% A

Portfolio turnover

239% A

163%

125% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended
December 31,

Selected Per-Share Data

(Unaudited)

1999

1998 F

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

(.01)

.00

Net realized and unrealized gain (loss)

3.60

5.05

.31

Total from investment operations

3.61

5.04

.31

Less Distributions

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.05)

(.11)

-

Net asset value, end of period

$ 18.80

$ 15.24

$ 10.31

Total Return B, C

23.73%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 129,033

$ 25,908

$ 516

Ratio of expenses to average net assets

.92% A

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.88% A, H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.17% A

(.09)%

(.35)% A

Portfolio turnover

239% A

163%

125% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

4.01

Total from investment operations

4.01

Less Distributions

In excess of net realized gain

(.05)

Net asset value, end of period

$ 18.78

Total Return B, C

27.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 17,891

Ratio of expenses to average net assets

1.07% A

Ratio of expenses to average net assets after expense reductions

1.04% A, F

Ratio of net investment income to average net assets

.02% A

Portfolio turnover

239% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

152,524,752.89

95.370

Against

1,456,201.90

0.911

Abstain

5,947,746.88

3.719

TOTAL

159,928,701.67

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

149,727,278.77

93.621

Against

2,405,860.33

1.505

Abstain

7,795,562.57

4.874

TOTAL

159,928,701.67

100.000

PROPOSAL 5

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,993,847.24

92.537

Against

3,567,046.24

2.231

Abstain

8,367,808.19

5.232

TOTAL

159,928,701.67

100.000

PROPOSAL 6

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

147,959,308.60

92.516

Against

3,629,590.53

2.269

Abstain

8,339,802.54

5.215

TOTAL

159,928,701.67

100.000

* Denotes trust-wide proposals and voting results.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class 2

26.03%

25.48%

20.04%

Russell 3000 Growth

25.86%

27.43%

19.49%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2 on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $62,129 - a 521.29% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $59,313 - a 493.13% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.5

Intel Corp.

4.4

Pfizer, Inc.

3.6

General Electric Co.

2.9

Eli Lilly & Co.

2.6

18.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.6

Health

14.9

Finance

8.3

Media & Leisure

6.9

Utilities

6.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 98.4%

Short-Term
Investments and
Net Other Assets 1.6%



* Foreign investments 11.4%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. Pretty well. For the six months that ended June 30, 2000, the fund posted a higher return than the Russell 3000 Growth Index, which returned 4.04%. For the 12 months that ended June 30, 2000, the fund also outperformed the index, which returned 25.86%.

Q. The period was marked by a high degree of volatility within the technology sector. How did this affect the fund?

A. Technology stocks performed well during the first half of the period, but succumbed to investor fears during much of the second as high valuations succumbed to the effects of higher interest rates, and the group suffered a significant downturn. The fund was underweighted in technology stocks relative to the Russell index, but nonetheless had just under 43% of its net assets in the sector at the end of the period. Many of its technology names were of the small-cap variety, and these stocks were among the hardest hit during the technology slide. On the plus side, the fund's positions in communications equipment providers such as Nokia and Ericsson helped. These stocks typically trade in line with technology, so their solid performance during the period was a pleasant surprise.

Q. Despite the volatility, some of the fund's bigger-cap technology names fared well . . .

A. The fund's stakes in market leaders such as Cisco Systems, EMC Corp. and Intel generated nice results. Cisco - the main player in the Internet infrastructure area - performed well on the heels of accelerating earnings and revenue growth. EMC, which specializes in data storage, also enjoyed strong earnings growth, and Intel benefited from a shortage of high-end microprocessors. Microsoft was one big-cap that didn't come through, however, as its performance was hampered by both the ongoing federal government case against it and a slowdown in the company's applications business. Microsoft also was in the process of implementing a new Internet strategy, and its success is yet to be proven.

Q. What other types of stocks contributed positively?

A. The fund's investments in the oil services group - including names such as Baker Hughes, Halliburton and Smith International - performed well. Oil prices remained at relatively high levels during the period, which made the return on exploration quite attractive. In addition, we've seen lower levels of exploration in recent years, indicating that activity will need to pick up in order to meet production estimates. These companies - which sell the equipment used to drill for oil - were in a solid position to benefit from this environment. Finally, the fund's underweighting in consumer nondurables positions worked out well relative to the index.

Q. At just under 15%, health stocks occupied the second-largest position - after technology - in the portfolio. How did this group perform?

A. The fund's health-related investments were spread mostly among drug and biotechnology stocks, and each group performed well. Drug stocks Eli Lilly - which had eight drugs in the latter stages of development - and Warner-Lambert were among the fund's better performers. Biotechnology stocks - particularly those involved in the field of human genomics - fell along with technology in April, but enjoyed a fairly good rebound as we closed the period. The fund's positions in Millennium Pharmaceuticals and Genentech provided a favorable boost.

Q. What's your outlook?

A. Technology has been the key market driver for some time, and the sector has been very unpredictable. Performance has bounced around depending on whether technology stocks have had a good week or a bad week. Earnings growth continues to be strong for technology, so the sector could do well if the economy slows and interest rates stabilize. Outside of technology, the key economic question is whether we're in for a soft landing - in which the economy slows, but in a gradual fashion - or a hard landing, which could translate into a recession. Obviously, a soft landing would be better. More stocks outside of tech could participate, and economically sensitive stocks would stand a chance. If we see a hard landing, I may look to add to the fund's consumer nondurables positions or to the drug stocks, both of which tend to perform well going into a recession.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2000, more than $20.2 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

BFGoodrich Co.

657,900

$ 22,409,719

Boeing Co.

1,827,800

76,424,888

Textron, Inc.

31,600

1,716,275

United Technologies Corp.

822,200

48,407,025

148,957,907

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 0.2%

Cytec Industries, Inc. (a)

888,200

21,927,438

Lyondell Chemical Co.

1,473,400

24,679,450

46,606,888

Metals & Mining - 0.4%

CommScope, Inc. (a)

1,266,100

51,910,100

Falconbridge Ltd.

802,500

9,892,351

Inco Ltd. (a)

1,402,000

21,496,386

Martin Marietta Materials, Inc.

143,900

5,818,956

89,117,793

Packaging & Containers - 0.2%

Owens-Illinois, Inc. (a)

3,285,700

38,401,619

Paper & Forest Products - 0.5%

Kimberly-Clark Corp.

1,625,400

93,257,325

TOTAL BASIC INDUSTRIES

267,383,625

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

14,949,163

Engineering - 0.2%

Fluor Corp.

583,770

18,461,726

Stolt Offshore SA (a)

1,551,600

21,916,350

Stolt Offshore SA Class A sponsored ADR (a)

206,050

2,446,844

42,824,920

TOTAL CONSTRUCTION & REAL ESTATE

57,774,083

DURABLES - 0.8%

Consumer Durables - 0.0%

Minnesota Mining & Manufacturing Co.

55,400

4,570,500

Consumer Electronics - 0.7%

Gemstar International Group Ltd. (a)

872,300

53,605,561

Pioneer Corp.

190,000

7,401,434

Sanyo Electric Co. Ltd.

822,000

7,396,605

Sony Corp.

837,300

78,967,860

147,371,460

Shares

Value (Note 1)

Textiles & Apparel - 0.1%

Shaw Industries, Inc.

1,045,400

$ 13,067,500

TOTAL DURABLES

165,009,460

ENERGY - 3.5%

Energy Services - 2.3%

Baker Hughes, Inc.

3,032,770

97,048,640

BJ Services Co. (a)

635,700

39,731,250

Coflexip SA sponsored ADR

928,500

56,174,250

Global Industries Ltd. (a)

406,300

7,668,913

Halliburton Co.

2,470,100

116,557,844

Smith International, Inc. (a)

868,950

63,270,422

Varco International, Inc. (a)

1,295,500

30,120,375

Weatherford International, Inc.

1,328,840

52,904,443

463,476,137

Oil & Gas - 1.2%

Apache Corp.

679,200

39,945,450

Burlington Resources, Inc.

676,400

25,872,300

Grant Prideco, Inc. (a)

1,328,840

33,221,000

National-Oilwell, Inc. (a)

1,050,000

34,518,750

Newfield Exploration Co. (a)

1,396,300

54,630,238

Noble Affiliates, Inc.

1,435,000

53,453,750

241,641,488

TOTAL ENERGY

705,117,625

FINANCE - 8.3%

Banks - 0.9%

Bank One Corp.

5,755,590

152,882,859

Chuo Mitsui Trust & Banking Co. Ltd.

3,483,000

15,177,760

Sumitomo Trust & Banking Ltd.

2,482,000

17,675,062

185,735,681

Credit & Other Finance - 1.2%

American Express Co.

1,696,600

88,435,275

Associates First Capital Corp. Class A

3,188,900

71,152,331

Citigroup, Inc.

1,278,100

77,005,525

236,593,131

Federal Sponsored Credit - 1.3%

Fannie Mae

3,578,100

186,732,094

Freddie Mac

1,969,500

79,764,750

266,496,844

Insurance - 3.3%

Ace Ltd.

2,117,000

59,276,000

AFLAC, Inc.

881,600

40,498,500

Allmerica Financial Corp.

657,910

34,458,036

AMBAC Financial Group, Inc.

435,400

23,865,363

American International Group, Inc.

1,682,031

197,638,643

Everest Re Group Ltd.

1,198,800

39,410,550

Hartford Financial Services Group, Inc.

143,200

8,010,250

Marsh & McLennan Companies, Inc.

569,600

59,487,600

PartnerRe Ltd.

1,170,500

41,479,594

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

The Chubb Corp.

1,051,200

$ 64,648,800

XL Capital Ltd. Class A

1,922,400

104,049,900

672,823,236

Securities Industry - 1.6%

Charles Schwab Corp.

3,193,650

107,386,481

Daiwa Securities Group, Inc.

5,334,000

70,435,770

Nikko Securities Co. Ltd.

5,626,000

55,718,735

Nomura Securities Co. Ltd.

3,836,000

93,891,911

327,432,897

TOTAL FINANCE

1,689,081,789

HEALTH - 14.9%

Drugs & Pharmaceuticals - 13.3%

Abgenix, Inc. (a)

466,671

55,934,894

Alkermes, Inc. (a)

1,152,700

54,320,988

American Home Products Corp.

1,349,200

79,265,500

Bristol-Myers Squibb Co.

5,479,300

319,169,225

Cambridge Antibody Technology Group PLC (a)

598,796

26,887,857

Elan Corp. PLC sponsored ADR (a)

2,800,400

135,644,375

Eli Lilly & Co.

5,317,800

531,115,275

Exelixis, Inc.

534,300

17,832,263

Genentech, Inc.

791,300

136,103,600

Human Genome Sciences, Inc. (a)

525,300

70,061,888

Medarex, Inc. (a)

598,600

50,581,700

Merck & Co., Inc.

2,394,800

183,501,550

Millennium Pharmaceuticals, Inc. (a)

913,240

102,168,725

Pfizer, Inc.

15,050,025

722,401,200

Protein Design Labs, Inc. (a)

140,600

23,192,409

Schering-Plough Corp.

3,671,970

185,434,485

2,693,615,934

Medical Equipment & Supplies - 1.2%

Cardinal Health, Inc.

1,739,400

128,715,600

Johnson & Johnson

697,400

71,047,625

Medtronic, Inc.

858,600

42,769,013

242,532,238

Medical Facilities Management - 0.4%

HCA - The Healthcare Co.

1,859,800

56,491,425

HEALTHSOUTH Corp. (a)

2,273,300

16,339,344

72,830,769

TOTAL HEALTH

3,008,978,941

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%

Electrical Equipment - 2.9%

Capstone Turbine Corp.

11,400

$ 513,713

General Electric Co.

11,108,200

588,734,600

589,248,313

Industrial Machinery & Equipment - 0.1%

ASM Lithography Holding NV (a)

255,000

11,251,875

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

600,500,188

MEDIA & LEISURE - 6.9%

Broadcasting - 4.2%

AT&T Corp. - Liberty Media Group Class A (a)

2,554,380

61,943,715

Clear Channel Communications, Inc. (a)

1,191,300

89,347,500

Comcast Corp. Class A (special) (a)

2,027,300

82,105,650

Cox Communications, Inc. Class A (a)

1,380,400

62,894,475

EchoStar Communications Corp.
Class A (a)

1,538,800

50,948,706

Mediacom Communications Corp.
Class A

1,151,200

17,699,700

MediaOne Group, Inc. (a)

2,421,600

160,585,377

NTL, Inc. (a)

647,594

38,774,691

Time Warner, Inc.

2,574,468

195,659,568

UnitedGlobalCom, Inc. Class A (a)

928,200

43,393,350

USA Networks, Inc. (a)

2,526,700

54,639,888

857,992,620

Entertainment - 0.9%

Viacom, Inc. Class B (non-vtg.) (a)

1,750,025

119,329,830

Walt Disney Co.

1,500,600

58,242,038

177,571,868

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

1,293,100

49,784,350

Restaurants - 1.6%

Brinker International, Inc. (a)

1,974,900

57,765,825

Darden Restaurants, Inc.

2,937,700

47,737,625

McDonald's Corp.

3,556,900

117,155,394

Outback Steakhouse, Inc. (a)

2,031,250

59,414,063

Tricon Global Restaurants, Inc. (a)

834,760

23,581,970

Wendy's International, Inc.

838,100

14,928,656

320,583,533

TOTAL MEDIA & LEISURE

1,405,932,371

NONDURABLES - 4.0%

Beverages - 1.4%

Coca-Cola Enterprises, Inc.

2,170,300

35,403,019

Pepsi Bottling Group, Inc.

2,176,500

63,526,594

The Coca-Cola Co.

3,240,600

186,131,963

285,061,576

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - 0.4%

American Italian Pasta Co. Class A (a)

642,000

$ 13,281,375

Keebler Foods Co.

1,651,762

61,321,664

74,603,039

Household Products - 1.0%

Clorox Co.

1,788,200

80,133,713

Colgate-Palmolive Co.

578,800

34,655,650

Procter & Gamble Co.

1,701,360

97,402,860

212,192,223

Tobacco - 1.2%

Philip Morris Companies, Inc.

9,198,800

244,343,125

TOTAL NONDURABLES

816,199,963

PRECIOUS METALS - 0.4%

Barrick Gold Corp.

1,434,000

25,909,828

Homestake Mining Co.

2,249,300

15,463,938

Newmont Mining Corp.

1,472,000

31,832,000

Placer Dome, Inc.

1,426,100

13,389,254

TOTAL PRECIOUS METALS

86,595,020

RETAIL & WHOLESALE - 4.2%

Drug Stores - 0.4%

Walgreen Co.

2,329,560

74,982,713

General Merchandise Stores - 1.4%

Kohls Corp. (a)

1,211,100

67,367,438

Wal-Mart Stores, Inc.

3,864,300

222,680,288

290,047,726

Grocery Stores - 0.4%

Safeway, Inc. (a)

1,715,200

77,398,400

Retail & Wholesale, Miscellaneous - 2.0%

Best Buy Co., Inc. (a)

1,651,000

104,425,750

Home Depot, Inc.

4,848,350

242,114,478

Tiffany & Co., Inc.

876,700

59,177,250

405,717,478

TOTAL RETAIL & WHOLESALE

848,146,317

SERVICES - 0.3%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

527,000

38,899,188

Services - 0.1%

Media Metrix, Inc. (a)

453,100

11,525,731

Register.com, Inc.

257,300

7,863,731

19,389,462

TOTAL SERVICES

58,288,650

Shares

Value (Note 1)

TECHNOLOGY - 42.6%

Communications Equipment - 11.0%

ADC Telecommunications, Inc. (a)

1,574,400

$ 132,052,800

Advanced Fibre
Communications, Inc. (a)

332,100

15,048,281

Aspect Communications Corp. (a)

701,700

27,585,581

Ciena Corp. (a)

674,000

112,347,375

Cisco Systems, Inc. (a)

14,336,200

911,244,690

Comverse Technology, Inc. (a)

742,500

69,052,500

Corning, Inc.

710,900

191,854,138

Ditech Communications Corp.

490,700

46,401,819

Lucent Technologies, Inc.

5,005,635

296,583,874

Nokia AB sponsored ADR

2,526,800

126,182,075

Nortel Networks Corp.

3,470,160

240,719,643

Telefonaktiebolaget LM Ericsson sponsored ADR

3,149,200

62,984,000

2,232,056,776

Computer Services & Software - 7.3%

Adobe Systems, Inc.

571,400

74,282,000

Affymetrix, Inc. (a)

324,900

53,649,113

Art Technology Group, Inc.

742,100

74,905,719

Automatic Data Processing, Inc.

1,415,500

75,817,719

BEA Systems, Inc. (a)

1,548,050

76,531,722

BroadVision, Inc. (a)

1,454,300

73,896,619

Citrix Systems, Inc. (a)

32,100

607,894

Data Return Corp.

130,300

3,778,700

Digex, Inc. Class A (c)

1,235,800

83,957,163

Electronic Arts, Inc. (a)

984,000

71,770,500

Healtheon/WebMD (a)

1,039,500

15,397,594

Inktomi Corp. (a)

295,000

34,883,750

Intertrust Technologies Corp.

874,400

17,979,850

Intuit, Inc. (a)

2,675,600

110,702,950

Microsoft Corp. (a)

2,735,523

218,841,840

Nuance Communications, Inc.

219,500

18,287,094

Oracle Corp. (a)

2,368,100

199,068,406

PeopleSoft, Inc. (a)

846,600

14,180,550

Razorfish, Inc. Class A (a)

524,200

8,419,963

Software.com, Inc.

256,900

33,364,888

Trans Cosmos, Inc.

153,800

23,094,662

Travelocity.com, Inc. (a)

466,200

7,634,025

Usinternetworking, Inc. (a)

573,800

11,727,038

VeriSign, Inc. (a)

485,907

85,762,586

VERITAS Software Corp. (a)

558,675

63,139,004

Viant Corp.

179,300

5,311,763

Vignette Corp. (a)

461,800

24,020,816

1,481,013,928

Computers & Office Equipment - 10.6%

Brocade Communications
Systems, Inc. (a)

427,500

78,439,570

CDW Computer Centers, Inc. (a)

1,554,400

97,150,000

Compaq Computer Corp.

2,698,000

68,967,625

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Dell Computer Corp. (a)

6,459,900

$ 318,553,819

EMC Corp. (a)

5,129,740

394,669,371

Gateway, Inc. (a)

1,011,000

57,374,250

Hewlett-Packard Co.

1,720,400

214,834,950

International Business Machines Corp.

2,986,500

327,208,406

Lexmark International Group, Inc.
Class A (a)

742,800

49,953,300

MRV Communications, Inc. (a)

1,744,800

117,337,800

SCI Systems, Inc. (a)

1,534,500

60,133,219

Softbank Corp.

429,900

58,390,495

Sun Microsystems, Inc. (a)

3,416,100

310,651,594

2,153,664,399

Electronic Instruments - 1.1%

Agilent Technologies, Inc.

1,702,760

125,578,550

Applied Materials, Inc. (a)

736,300

66,727,188

Varian, Inc. (a)

347,700

16,037,663

208,343,401

Electronics - 12.6%

Advanced Micro Devices, Inc. (a)

565,000

43,646,250

Bookham Technology PLC sponsored ADR

577,500

34,216,875

Broadcom Corp. Class A (a)

396,000

86,699,250

Chartered Semiconductor
Manufacturing Ltd. ADR

888,500

79,965,000

Intel Corp.

6,712,700

897,404,081

JDS Uniphase Corp. (a)

1,341,200

160,776,350

Kyocera Corp.

351,500

60,392,096

LSI Logic Corp. (a)

1,405,900

76,094,338

Marvell Technology Group Ltd. (a)

7,800

444,600

Micron Technology, Inc. (a)

1,485,400

130,808,038

Mitsubishi Electric Corp.

9,445,000

102,271,840

Motorola, Inc.

3,130,200

90,971,438

PMC-Sierra, Inc. (a)

291,000

51,707,063

Samsung Electronics Co. Ltd.

170,080

56,285,311

Sanmina Corp. (a)

1,014,700

86,756,850

SDL, Inc. (a)

248,800

70,954,650

Stratos Lightwave, Inc. (a)

8,100

225,788

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)

1,796,354

69,608,718

Shares

Value (Note 1)

Texas Instruments, Inc.

5,659,200

$ 388,716,300

Xilinx, Inc. (a)

857,800

70,822,113

2,558,766,949

TOTAL TECHNOLOGY

8,633,845,453

TRANSPORTATION - 0.7%

Air Transportation - 0.2%

Southwest Airlines Co.

2,211,100

41,872,706

Railroads - 0.5%

Burlington Northern Santa Fe Corp.

1,209,300

27,738,319

Canadian National Railway Co.

1,458,980

42,473,514

Union Pacific Corp.

684,000

25,436,250

95,648,083

TOTAL TRANSPORTATION

137,520,789

UTILITIES - 6.5%

Cellular - 3.7%

AT&T Corp. - Wireless Group

1,172,100

32,672,288

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

723,050

128,567,328

China Unicom Ltd. sponsored ADR

2,673,200

56,805,500

Nextel Communications, Inc. Class A (a)

1,992,200

121,897,738

Sprint Corp. - PCS Group Series 1 (a)

1,787,180

106,337,210

Vodafone AirTouch PLC

32,309,376

133,881,853

Vodafone AirTouch PLC sponsored ADR

1,652,650

68,481,684

VoiceStream Wireless Corp. (a)

874,073

101,651,958

750,295,559

Electric Utility - 0.8%

AES Corp. (a)

2,006,000

91,523,750

Calpine Corp. (a)

1,211,900

79,682,425

171,206,175

Telephone Services - 2.0%

DDI Corp.

6,392

61,496,324

iBasis, Inc.

468,100

20,157,556

McLeodUSA, Inc. Class A (a)

3,343,800

69,174,863

Metromedia Fiber Network, Inc.
Class A (a)

2,442,800

96,948,625

NEXTLINK Communications, Inc. Class A

1,691,593

64,174,809

Sprint Corp. - FON Group

756,000

38,556,000

TeraBeam Networks (d)

60,800

228,000

Time Warner Telecom, Inc. Class A

784,500

50,502,188

401,238,365

TOTAL UTILITIES

1,322,740,099

TOTAL COMMON STOCKS

(Cost $14,218,076,542)

19,952,072,280

Cash Equivalents - 3.7%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

296,344,139

$ 296,344,139

Taxable Central Cash Fund, 6.59% (b)

454,771,936

454,771,936

TOTAL CASH EQUIVALENTS

(Cost $751,116,075)

751,116,075

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $14,969,192,617)

20,703,188,355

NET OTHER ASSETS - (2.1)%

(422,988,881)

NET ASSETS - 100%

$ 20,280,199,474

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA
sponsored
ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

-

-

83,957,163

TOTALS

$ 313,744

$ -

$ -

$ 83,957,163

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $10,740,018,866 and $9,565,681,575, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $332,074 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $228,000 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $302,340,051. The fund received cash collateral of $296,344,139 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

88.6%

Japan

3.2

Canada

1.7

United Kingdom

1.3

Others (individually less than 1%)

5.2

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $15,074,908,308. Net unrealized appreciation aggregated $5,628,280,047, of which $6,454,968,371 related to appreciated investment securities and $826,688,324 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $14,969,192,617) -
See accompanying schedule

$ 20,703,188,355

Receivable for investments sold

154,406,528

Receivable for fund shares sold

13,515,281

Dividends receivable

13,538,228

Interest receivable

1,031,263

Other receivables

825,472

Total assets

20,886,505,127

Liabilities

Payable for investments purchased

$ 288,895,972

Payable for fund shares redeemed

10,484,314

Accrued management fee

9,499,178

Distribution fees payable

135,980

Other payables and
accrued expenses

946,070

Collateral on securities loaned,
at value

296,344,139

Total liabilities

606,305,653

Net Assets

$ 20,280,199,474

Net Assets consist of:

Paid in capital

$ 13,338,505,241

Distributions in excess of
net investment income

(3,734,826)

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

1,211,401,186

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

5,734,027,873

Net Assets

$ 20,280,199,474

Initial Class:
Net Asset Value, offering
price and redemption price
per share ($18,566,075,419
÷ 360,203,600 shares)

$51.54

Service Class:
Net Asset Value, offering
price and redemption price
per share ($1,704,493,641
÷
33,165,225 shares)

$51.39

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($9,630,414
÷ 187,554 shares)

$51.35

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 52,399,181

Interest

4,779,796

Security lending

1,284,282

Total income

58,463,259

Expenses

Management fee

$ 54,947,825

Transfer agent fees

6,350,319

Distribution fees

652,691

Accounting and security lending fees

641,945

Non-interested trustees' compensation

68,264

Custodian fees and expenses

339,442

Registration fees

89,572

Audit

46,992

Legal

69,742

Interest

6,948

Miscellaneous

83,780

Total expenses before reductions

63,297,520

Expense reductions

(1,596,136)

61,701,384

Net investment income (loss)

(3,238,125)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,263,186,366

Foreign currency transactions

270,216

1,263,456,582

Change in net unrealized appreciation (depreciation) on:

Investment securities

(303,021,726)

Assets and liabilities in
foreign currencies

10,711

(303,011,015)

Net gain (loss)

960,445,567

Net increase (decrease) in net assets resulting from operations

$ 957,207,442

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,592,303

Custodian credits

3,833

$ 1,596,136

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ (3,238,125)

$ 19,639,750

Net realized gain (loss)

1,263,456,582

2,028,922,212

Change in net unrealized appreciation (depreciation)

(303,011,015)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

957,207,442

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,294,652,295

3,313,015,561

Total increase (decrease) in net assets

2,221,458,180

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including under (over) distribution of net investment income of $(3,734,826)
and $18,773,383, respectively)

$ 20,280,199,474

$ 18,058,741,294

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

36,209,385

$ 1,867,900,668

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(26,208,895)

(1,332,024,693)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

48,129,337

$ 2,448,037,665

61,503,036

$ 2,681,313,471

Service Class
Sold

14,784,762

$ 754,915,605

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(703,110)

(35,750,550)

(792,556)

(36,145,144)

Net increase (decrease)

16,445,278

$ 837,393,649

13,682,492

$ 631,702,090

Service Class 2 A
Sold

191,871

$ 9,432,086

-

$ -

Reinvested

225

11,274

-

-

Redeemed

(4,542)

(222,379)

-

-

Net increase (decrease)

187,554

$ 9,220,981

-

$ -

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

$ 21.69

Income from Investment Operations

Net investment income (loss)

(.01) D

.07 D

.08 D

.20 D

.22

.08

Net realized and unrealized gain (loss)

2.65

15.10

12.85

6.91

3.82

7.55

Total from investment operations

2.64

15.17

12.93

7.11

4.04

7.63

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

(.12)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

-

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

(.12)

Net asset value, end of period

$ 51.54

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Total Return B, C

5.11%

37.44%

39.49%

23.48%

14.71%

35.36%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,566,075

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

$ 4,162,702

Ratio of expenses to average net assets

.65% A

.66%

.68%

.69%

.69%

.70%

Ratio of expenses to average net assets after
expense reductions

.64% A, F

.65% F

.66% F

.67% F

.67% F

.70%

Ratio of net investment income (loss) to average net assets

(.03)% A

.14%

.21%

.58%

.81%

.37%

Portfolio turnover

101% A

84%

123%

113%

81%

108%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

(.03)

.02

.06

.03

Net realized and unrealized gain (loss)

2.64

15.07

12.83

.14

Total from investment operations

2.61

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 51.39

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

5.06%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,704,494

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76% A

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% A, F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.13)% A

.04%

.15%

.70% A

Portfolio turnover

101% A

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.07)

Net realized and unrealized gain (loss)

4.04

Total from investment operations

3.97

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 51.35

Total Return B, C

7.74%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,630

Ratio of expenses to average net assets

.94% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.31)% A

Portfolio turnover

101% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class 2

10.07%

21.76%

24.57%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $33,427 - a 234.27% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Cisco Systems, Inc.

4.3

Viacom, Inc. Class B (non-vtg.)

4.1

McDonald's Corp.

2.9

BP Amoco PLC sponsored ADR

1.9

Exxon Mobil Corp.

1.8

15.0

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.9

Media & Leisure

13.0

Finance

12.0

Utilities

9.6

Energy

7.1

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.5%

Bonds 2.3%

Short-Term Investments
and Net Other Assets 7.2%



* Foreign investments 15.5%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund

Q. How did the fund perform, Will?

A. Performance was disappointing. For the six months that ended June 30, 2000, the fund trailed the Standard & Poor's 500 Index, which returned -0.42%. For the 12 months that ended June 30, 2000, the fund's performance topped the S&P 500, which returned 7.25%.

Q. What factors influenced the fund's performance during the six-month period?

A. The biggest drag on performance was the fund's low weighting in health stocks relative to the S&P 500. I kept the fund's exposure to the group at around half that of the index because the growth rates for health stocks were slowing. Health stocks rebounded during the period - returning around 25% - and the fund's low weighting ultimately hurt. Technology stocks, which accounted for approximately one-third of the S&P 500 at the end of the period, also played a key role. At the beginning of the period, I was concerned about high valuations and excessive speculation throughout the sector. As a result, I kept the fund underweighted relative to the index, and my decision to do so worked out well as technology stock prices corrected during April and May.

Q. What was your strategy in terms of the fund's technology investments?

A. I firmly believe that the Internet will be a major growth engine of the world economy for years to come. Dot-com stocks had been a major driver behind the market since mid-1998, but many of them were selling at valuations that drastically exceeded their potential earnings growth rates. When Internet stocks declined, the whole sector followed suit. At that time, I upgraded the fund's technology holdings by adding to its positions in leading technology names such as Cisco Systems and Nortel Networks, as well as emerging-but-profitable leaders such as Brocade Communications and Broadcom. These companies were well-positioned to benefit from the continued buildout of the Internet infrastructure. While the fund's investments in semiconductor names such as Micron Technology and Texas Instruments performed well during the period, a higher weighting in technology overall would have helped performance.

Q. The fund's emphasis on media and leisure stocks helped performance. Can you elaborate?

A. I viewed media stocks as beneficiaries of the Internet tidal wave, because I felt the Internet would serve as a significant outlet for media companies' content. Unlike many of the new dot-com companies, traditional media companies were producing positive earnings and cash flow. By investing in these stocks, the fund participated in the Internet investment theme, but with its risk limited by the real earnings and cash flow from these companies. This strategy proved wise, as the fund's investments in Time Warner and Viacom were particularly lucrative during the period. Consolidation also was prevalent throughout the media group, as America Online announced its intent to aquire Time Warner in January, and the Viacom-CBS merger produced better-than-expected results.

Q. Which stocks were disappointing?

A. McDonald's was a disappointment. I was initially attracted to the stock as a turnaround story, but the company's sales during the period were weaker than I had hoped. Rising interest rates hurt the stock of Home Depot, but the company continued to execute well and remained a core holding. Microsoft performed poorly during the period, as the ongoing federal government antitrust suit against the company and slowing revenue growth hurt its stock.

Q. What's your outlook?

A. The market remains extremely expensive. Price-to-earnings (P/E) ratios - which tell investors how much they're paying for a company's earnings power - have risen dramatically during the period and currently stand at almost twice their 75-year average. Corporate earnings thus far in 2000 have been very good - S&P earnings for the first quarter of 2000 were up 29% - but they may slow considering the six interest-rate hikes we've seen over the past year. Inflation is rising, but it remains under control. Against this uncertain backdrop, I'll try to concentrate on finding high-quality companies that are gaining market share, have sustainable competitive advantages and are in growing markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long term capital appreciation

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$10.2 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.2%

Aerospace & Defense - 0.1%

Boeing Co.

21,980

$ 919,039

Bombardier, Inc. Class B (non-vtg.)

237,100

6,437,974

Northrop Grumman Corp.

18,600

1,232,250

United Technologies Corp.

21,701

1,277,646

9,866,909

Ship Building & Repair - 0.1%

General Dynamics Corp.

186,200

9,728,950

TOTAL AEROSPACE & DEFENSE

19,595,859

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avery Dennison Corp.

332,400

22,312,350

Pharmacia Corp.

373,500

19,305,281

Sealed Air Corp. (a)

41,900

2,194,513

Spartech Corp.

172,600

4,660,200

Valspar Corp.

404,200

13,641,750

62,114,094

Metals & Mining - 0.2%

Alcoa, Inc.

246,200

7,139,800

Broken Hill Proprietary Co. Ltd.

791,982

9,335,716

16,475,516

Paper & Forest Products - 0.0%

Bowater, Inc.

6,500

286,813

TOTAL BASIC INDUSTRIES

78,876,423

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.1%

Fastenal Co.

101,600

5,143,500

Fortune Brands, Inc.

230,500

5,315,906

10,459,406

Construction - 0.1%

Ashtead Group PLC

24,700

35,971

Jacobs Engineering Group, Inc. (a)

290,530

9,496,699

9,532,670

Engineering - 0.0%

360networks, Inc. (sub. vtg.)

220,400

3,379,318

Tetra Tech, Inc. (a)

9,100

208,163

3,587,481

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

984,513

Real Estate Investment Trusts - 0.3%

Equity Office Properties Trust

448,600

12,364,538

Equity Residential Properties Trust (SBI)

115,100

5,294,600

Glenborough Realty Trust, Inc.

213,600

3,724,650

Shares

Value (Note 1)

Pinnacle Holdings, Inc. (a)

93,900

$ 5,070,600

Spieker Properties, Inc.

46,600

2,143,600

28,597,988

TOTAL CONSTRUCTION & REAL ESTATE

53,162,058

DURABLES - 3.4%

Autos, Tires, & Accessories - 2.2%

Danaher Corp.

837,422

41,400,050

Gentex Corp. (a)

172,700

4,339,088

Goodyear Tire & Rubber Co.

22,500

450,000

Lear Corp. (a)

190,800

3,816,000

Midas, Inc.

304,800

6,096,000

Sonic Automotive, Inc. Class A (a)

50,000

534,375

SPX Corp.

1,053,141

127,364,240

Toyota Motor Corp.

305,000

13,895,020

TRW, Inc.

612,500

26,567,188

224,461,961

Consumer Durables - 0.1%

Blyth, Inc.

69,000

2,035,500

Boyds Collection, Ltd. (a)

408,500

3,472,250

5,507,750

Consumer Electronics - 1.1%

General Motors Corp. Class H (a)

232,100

20,366,775

Harman International Industries, Inc.

461,000

28,121,000

Pioneer Corp.

402,000

15,659,876

Sony Corp.

499,700

47,127,958

111,275,609

Home Furnishings - 0.0%

Herman Miller, Inc.

86,900

2,248,538

The Bombay Company, Inc. (a)

429,100

1,260,481

3,509,019

Textiles & Apparel - 0.0%

Delta Woodside Industries

88,700

194,031

Timberland Co. Class A (a)

7,600

538,175

Warnaco Group, Inc. Class A

571,100

4,426,025

5,158,231

TOTAL DURABLES

349,912,570

ENERGY - 7.1%

Energy Services - 0.5%

Baker Hughes, Inc.

432,000

13,824,000

ENSCO International, Inc.

107,100

3,835,519

Global Marine, Inc.

117,300

3,306,394

Hanover Compressor Co. (a)

225,100

8,553,800

Schlumberger Ltd. (NY Shares)

286,600

21,387,525

50,907,238

Oil & Gas - 6.6%

Alberta Energy Co. Ltd.

1,046,700

42,278,055

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Apache Corp.

402,000

$ 23,642,625

BP Amoco PLC sponsored ADR

3,497,532

197,829,154

Canada Occidental Petroleum Ltd.

559,700

15,178,625

Canadian Natural Resources Ltd. (a)

168,930

4,906,444

Chevron Corp.

408,600

34,654,388

Cooper Cameron Corp. (a)

22,900

1,511,400

Devon Energy Corp.

36,640

2,058,710

EOG Resources, Inc.

416,600

13,956,100

Exxon Mobil Corp.

2,329,171

182,839,924

Newfield Exploration Co. (a)

174,100

6,811,663

Royal Dutch Petroleum Co. (NY Shares)

534,900

32,929,781

Santa Fe Snyder Corp. (a)

257,300

2,926,788

Suncor Energy, Inc.

1,445,940

33,401,653

Talisman Energy, Inc. (a)

186,300

6,172,249

Tosco Corp.

651,000

18,431,438

TotalFinaElf SA sponsored ADR

526,823

40,466,592

Vastar Resources, Inc.

261,200

21,451,050

681,446,639

TOTAL ENERGY

732,353,877

FINANCE - 12.0%

Banks - 1.6%

Bank of New York Co., Inc.

476,900

22,175,850

Bank One Corp.

1,587,400

42,165,313

Commerce Bancorp, Inc.

32,000

1,472,000

Fifth Third Bancorp

250,800

15,863,100

Firstar Corp.

806,100

16,978,481

M&T Bank Corp.

33,230

14,953,500

Mellon Financial Corp.

137,700

5,017,444

Northern Trust Corp.

249,000

16,200,563

PNC Financial Services Group, Inc.

74,400

3,487,500

Royal Bank of Scotland Group PLC

704,573

11,821,340

Wells Fargo & Co.

225,400

8,734,250

158,869,341

Credit & Other Finance - 3.0%

American Express Co.

964,700

50,284,988

Associates First Capital Corp. Class A

2,427,604

54,165,914

Citigroup, Inc.

2,820,000

169,905,000

Concord EFS, Inc. (a)

144,500

3,757,000

Household International, Inc.

578,700

24,052,219

MBNA Corp.

93,100

2,525,338

304,690,459

Federal Sponsored Credit - 0.8%

Fannie Mae

1,593,000

83,134,688

Freddie Mac

62,800

2,543,400

85,678,088

Insurance - 4.5%

Ace Ltd.

170,200

4,765,600

AFLAC, Inc.

211,500

9,715,781

Shares

Value (Note 1)

American International Group, Inc.

1,303,156

$ 153,120,830

Berkshire Hathaway, Inc. Class A (a)

1,683

90,545,400

Canada Life Financial Corp.

210,300

4,275,603

CIGNA Corp.

187,870

17,565,845

Everest Re Group Ltd.

80,200

2,636,575

Hartford Financial Services Group, Inc.

361,600

20,227,000

John Hancock Financial Services, Inc.

37,600

890,650

Marsh & McLennan Companies, Inc.

175,275

18,305,283

MetLife, Inc.

3,458,700

72,848,869

Mutual Risk Management Ltd.

24,200

418,963

PartnerRe Ltd.

135,300

4,794,694

PMI Group, Inc.

96,900

4,602,750

RenaissanceRe Holdings Ltd.

128,500

5,597,781

The Chubb Corp.

267,300

16,438,950

The St. Paul Companies, Inc.

151,500

5,169,938

XL Capital Ltd. Class A

442,500

23,950,313

Zenith National Insurance Corp.

127,700

2,713,625

458,584,450

Savings & Loans - 0.5%

Golden West Financial Corp.

1,330,500

54,301,031

TCF Financial Corp.

55,200

1,417,950

55,718,981

Securities Industry - 1.6%

AXA Financial, Inc.

20,600

700,400

Daiwa Securities Group, Inc.

5,186,000

68,481,421

Morgan Stanley Dean Witter & Co.

125,500

10,447,875

Nikko Securities Co. Ltd.

3,741,000

37,050,086

Nomura Securities Co. Ltd.

2,049,000

50,152,379

166,832,161

TOTAL FINANCE

1,230,373,480

HEALTH - 7.0%

Drugs & Pharmaceuticals - 4.9%

Accredo Health, Inc. (a)

6,500

224,656

Allergan, Inc.

68,800

5,125,600

ALZA Corp. (a)

18,700

1,105,638

Amgen, Inc.

73,800

5,184,450

Cephalon, Inc. (a)

41,500

2,484,813

COR Therapeutics, Inc. (a)

18,600

1,586,813

Elan Corp. PLC sponsored ADR (a)

502,000

24,315,625

Eli Lilly & Co.

964,482

96,327,640

Forest Laboratories, Inc. (a)

75,600

7,635,600

Genentech, Inc.

334,460

57,527,120

Gilead Sciences, Inc. (a)

37,200

2,645,850

Immunex Corp. (a)

1,423,770

70,387,629

Medimmune, Inc. (a)

74,700

5,527,800

Pfizer, Inc.

3,194,575

153,339,600

Schering-Plough Corp.

1,426,900

72,058,450

505,477,284

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - 1.5%

Boston Scientific Corp. (a)

132,800

$ 2,913,300

Cardinal Health, Inc.

214,800

15,895,200

DENTSPLY International, Inc.

91,000

2,803,938

Edwards Lifesciences Corp. (a)

4,600

85,100

Guidant Corp. (a)

37,838

1,872,981

Medtronic, Inc.

949,300

47,287,006

Millipore Corp.

130,300

9,821,363

MiniMed, Inc. (a)

98,100

11,575,800

Novoste Corp. (a)

52,800

3,220,800

Novoste Corp. (a)(d)

167,000

10,187,000

ORATEC Interventions, Inc.

67,400

2,249,475

Patterson Dental Co. (a)

470,100

23,975,100

Priority Healthcare Corp. (a)

7,100

527,619

Smith & Nephew PLC

1,658,322

6,138,246

Varian Medical Systems, Inc. (a)

425,500

16,647,688

155,200,616

Medical Facilities Management - 0.6%

Chronimed, Inc.

2,100

15,488

HCA - The Healthcare Co.

233,400

7,089,525

Health Management Associates, Inc. Class A (a)

119,800

1,564,888

Oxford Health Plans, Inc. (a)

205,200

4,886,325

UnitedHealth Group, Inc.

484,900

41,580,175

Universal Health Services, Inc.
Class B (a)

40,700

2,665,850

57,802,251

TOTAL HEALTH

718,480,151

INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%

Electrical Equipment - 1.3%

Alcatel SA sponsored ADR

617,150

41,040,475

Allen Telecom, Inc. (a)

479,500

8,481,156

American Power Conversion Corp. (a)

16,700

681,569

General Electric Co.

381,300

20,208,900

Hutchison Whampoa Ltd.

993,900

12,494,510

Koninklijke Philips Electronics NV
(NY Shares)

414,200

19,674,500

Littelfuse, Inc. (a)

3,700

181,300

Loral Space & Communications Ltd. (a)

846,933

5,875,598

Pinnacle Systems (a)

439,700

9,886,380

Rayovac Corp. (a)

553,950

12,394,631

Roper Industries, Inc.

118,700

3,041,688

133,960,707

Industrial Machinery & Equipment - 0.1%

Exide Corp.

100

800

Mettler-Toledo International, Inc. (a)

153,700

6,148,000

Shares

Value (Note 1)

MSC Industrial Direct, Inc. (a)

57,500

$ 1,203,906

Sandvik AB

56,300

1,184,960

8,537,666

Pollution Control - 0.1%

Waste Management, Inc.

387,600

7,364,400

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

149,862,773

MEDIA & LEISURE - 13.0%

Broadcasting - 3.2%

American Tower Corp. Class A (a)

2,553,250

106,438,609

AT&T Corp. - Liberty Media Group
Class A (a)

1,471,816

35,691,538

Carlton Communications PLC

1,628,640

21,000,498

Clear Channel Communications, Inc. (a)

148,700

11,152,500

Cox Radio, Inc. Class A (a)

191,500

5,362,000

Grupo Televisa SA de CV
sponsored GDR (a)

139,200

9,596,100

Infinity Broadcasting Corp. Class A (a)

2,899,160

105,638,143

Time Warner, Inc.

337,903

25,680,628

Westwood One, Inc.

263,800

9,002,175

329,562,191

Entertainment - 5.4%

Fox Entertainment Group, Inc.
Class A (a)

533,700

16,211,138

MGM Grand, Inc.

317,200

10,190,050

Park Place Entertainment Corp. (a)

922,700

11,245,406

Premier Parks, Inc. (a)

553,900

12,601,225

Viacom, Inc.:

Class A (a)

475,100

32,484,963

Class B (non-vtg.) (a)

6,230,551

424,845,696

Walt Disney Co.

1,303,620

50,596,751

558,175,229

Leisure Durables & Toys - 0.5%

Callaway Golf Co.

622,800

10,159,425

Harley-Davidson, Inc.

794,600

30,592,100

Mattel, Inc.

608,000

8,018,000

48,769,525

Lodging & Gaming - 0.3%

Aztar Corp. (a)

57,500

891,250

Starwood Hotels & Resorts
Worldwide, Inc. unit

911,100

29,667,694

30,558,944

Publishing - 0.5%

Harte Hanks Communications, Inc.

19,500

487,500

McGraw-Hill Companies, Inc.

280,900

15,168,600

PRIMEDIA, Inc. (a)

275,200

6,260,800

Reader's Digest Association, Inc.
Class A (non-vtg.)

653,640

25,982,190

United News & Media PLC

90,900

1,310,005

49,209,095

Restaurants - 3.1%

CEC Entertainment, Inc. (a)

196,000

5,022,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

McDonald's Corp.

9,129,400

$ 300,699,613

Outback Steakhouse, Inc. (a)

45,350

1,326,488

Pizzaexpress PLC

20,902

200,080

PJ America, Inc. (a)(c)

581,700

5,671,575

Ryan's Family Steak Houses, Inc. (a)

188,500

1,590,469

314,510,725

TOTAL MEDIA & LEISURE

1,330,785,709

NONDURABLES - 3.0%

Foods - 1.9%

Booker PLC (a)

2,151,689

4,724,802

Earthgrains Co.

840,100

16,329,444

General Mills, Inc.

264,200

10,105,650

Keebler Foods Co.

859,200

31,897,800

Nestle SA (Reg.)

7,933

15,859,200

PepsiCo, Inc.

548,700

24,382,856

Quaker Oats Co.

846,000

63,555,750

Sysco Corp.

394,400

16,614,100

Wm. Wrigley Jr. Co.

80,700

6,471,131

189,940,733

Household Products - 1.1%

Avon Products, Inc.

1,140,300

50,743,350

Colgate-Palmolive Co.

936,400

56,066,950

Estee Lauder Companies, Inc.

182,400

9,017,400

Yankee Candle Co., Inc.

61,800

1,336,425

117,164,125

TOTAL NONDURABLES

307,104,858

PRECIOUS METALS - 0.9%

Barrick Gold Corp.

2,174,060

39,281,395

Franco Nevada Mining Corp. Ltd.

1,499,464

17,319,037

Gold Fields Ltd.

932,600

3,658,873

Newmont Mining Corp.

773,100

16,718,288

Placer Dome, Inc.

1,698,845

15,949,980

92,927,573

RETAIL & WHOLESALE - 4.6%

Apparel Stores - 0.8%

Charming Shoppes, Inc. (a)

1,479,600

7,536,713

Claire's Stores, Inc.

304,800

5,867,400

Talbots, Inc.

344,700

18,936,956

The Limited, Inc.

783,800

16,949,675

Shares

Value (Note 1)

TJX Companies, Inc.

1,762,400

$ 33,045,000

Venator Group, Inc. (a)

2,300

23,575

82,359,319

Drug Stores - 1.6%

CVS Corp.

3,220,202

128,808,080

Rite Aid Corp.

173,400

1,137,938

Walgreen Co.

1,136,600

36,584,313

166,530,331

General Merchandise Stores - 0.5%

Costco Wholesale Corp. (a)

415,400

13,708,200

Dollar Tree Stores, Inc. (a)

173,450

6,862,116

JCPenney Co., Inc.

651,700

12,015,719

Kohls Corp. (a)

232,500

12,932,813

Michaels Stores, Inc. (a)

74,300

3,403,869

Stein Mart, Inc. (a)

241,400

2,474,350

Tuesday Morning Corp. (a)

250,900

2,634,450

54,031,517

Grocery Stores - 0.2%

Fleming Companies, Inc.

556,356

7,267,400

Iceland Group PLC

470,067

1,987,743

Krispy Kreme Doughnuts, Inc.

6,500

477,750

Safeway PLC

1,616,114

6,300,727

16,033,620

Retail & Wholesale, Miscellaneous - 1.5%

Bed Bath & Beyond, Inc. (a)

856,100

31,033,625

Best Buy Co., Inc. (a)

382,400

24,186,800

Good Guys, Inc. (a)

28,700

104,038

Guitar Center, Inc. (a)

18,200

191,100

Home Depot, Inc.

1,625,290

81,162,919

Staples, Inc. (a)

1,420,350

21,837,881

158,516,363

TOTAL RETAIL & WHOLESALE

477,471,150

SERVICES - 1.0%

Advertising - 0.5%

Getty Images, Inc. (a)

48,200

1,786,413

Interpublic Group of Companies, Inc.

55,700

2,395,100

Omnicom Group, Inc.

194,240

17,299,500

TMP Worldwide, Inc. (a)

8,300

612,644

Young & Rubicam, Inc.

499,300

28,553,719

50,647,376

Educational Services - 0.0%

Apollo Group, Inc. Class A (a)

70,700

1,979,600

Printing - 0.1%

Reynolds & Reynolds Co. Class A

134,000

2,445,500

Valassis Communications, Inc. (a)

32,700

1,246,688

3,692,188

Services - 0.4%

Carlisle Holdings Ltd. (a)

205,500

1,509,141

Gartner Group, Inc. Class B (a)

38,777

382,923

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Learning Tree International, Inc. (a)

2,800

$ 171,500

NOVA Corp. (a)

312,600

8,733,263

Professional Detailing, Inc. (a)

9,500

323,594

Robert Half International, Inc. (a)

130,000

3,705,000

Storagenetworks, Inc.

5,400

487,350

True North Communications

58,100

2,556,400

Viad Corp.

967,812

26,372,877

44,242,048

TOTAL SERVICES

100,561,212

TECHNOLOGY - 23.9%

Communications Equipment - 7.3%

ADC Telecommunications, Inc. (a)

552,700

46,357,713

Advanced Fibre
Communications, Inc. (a)

24,400

1,105,625

Andrew Corp. (a)

111,000

3,725,438

Centillium Communications, Inc. (a)

14,400

993,600

Ciena Corp. (a)

37,800

6,300,788

Cisco Systems, Inc. (a)

6,866,788

436,470,182

Comverse Technology, Inc. (a)

41,600

3,868,800

Corning, Inc.

275,700

74,404,538

Jabil Circuit, Inc. (a)

73,600

3,652,400

NEC Corp.

210,000

6,595,926

Nokia AB sponsored ADR

1,072,400

53,552,975

Nortel Networks Corp.

1,352,190

93,799,333

Plantronics, Inc. (a)

56,600

6,537,300

Tellabs, Inc. (a)

239,500

16,390,781

753,755,399

Computer Services & Software - 5.1%

Adobe Systems, Inc.

1,016,100

132,093,000

Amdocs Ltd. (a)

170,200

13,062,850

Art Technology Group, Inc.

15,700

1,584,719

Automatic Data Processing, Inc.

1,439,900

77,124,644

BEA Systems, Inc. (a)

16,200

800,888

Black Box Corp. (a)

203,600

16,119,394

BroadVision, Inc. (a)

176,500

8,968,406

Ceridian Corp. (a)

101,020

2,430,794

Computer Sciences Corp. (a)

209,200

15,624,625

DST Systems, Inc. (a)

136,700

10,406,288

E.piphany, Inc.

37,200

3,987,375

Electronic Data Systems Corp.

536,100

22,114,125

Exodus Communications, Inc. (a)

107,900

4,970,144

Extensity, Inc.

4,900

167,825

Fiserv, Inc. (a)

101,800

4,402,850

Forsoft Ltd. (a)(c)

831,800

6,446,450

Foundry Networks, Inc.

90,600

9,966,000

Go2Net, Inc. (a)

148,100

7,451,281

Infonet Services Corp. Class B

361,320

4,313,258

Macromedia, Inc. (a)

208,400

20,149,675

Mentor Graphics Corp. (a)

230,400

4,579,200

Micromuse, Inc. (a)

42,000

6,950,344

Shares

Value (Note 1)

Microsoft Corp. (a)

59,070

$ 4,725,600

National Computer Systems, Inc.

130,500

6,427,125

National Instrument Corp. (a)

28,500

1,243,313

Nuance Communications, Inc.

43,200

3,599,100

Oracle Corp. (a)

298,900

25,126,281

Paychex, Inc.

61,500

2,583,000

Polycom, Inc. (a)

127,250

11,973,430

Rational Software Corp. (a)

413,600

38,438,950

SEI Investments Co.

46,600

1,855,263

Siebel Systems, Inc. (a)

74,900

12,250,831

Software.com, Inc.

48,800

6,337,900

The Bisys Group (a)

58,900

3,622,350

Unisys Corp. (a)

1,682,358

24,499,338

VeriSign, Inc. (a)

14,500

2,559,250

Vignette Corp. (a)

16,900

879,064

webMethods, Inc.

13,200

2,074,875

521,909,805

Computers & Office Equipment - 4.2%

Apple Computer, Inc. (a)

199,300

10,438,338

Brocade Communications
Systems, Inc. (a)

520,000

95,411,875

Canon, Inc.

406,000

20,452,251

CDW Computer Centers, Inc. (a)

61,700

3,856,250

Copper Mountain Networks, Inc.

66,100

5,825,063

Dell Computer Corp. (a)

432,100

21,307,931

Diebold, Inc.

346,000

9,644,750

EMC Corp. (a)

249,600

19,203,600

Extreme Networks, Inc. (a)

22,300

2,352,650

Handspring, Inc.

12,700

342,900

Hewlett-Packard Co.

738,050

92,163,994

Insight Enterprises, Inc. (a)

108,800

6,453,200

Juniper Networks, Inc.

77,600

11,295,650

Network Appliance, Inc. (a)

34,500

2,777,250

Oak Technology, Inc. (a)

162,800

3,510,375

Palm, Inc.

318,200

10,619,925

RSA Security, Inc. (a)

82,800

5,733,900

Sun Microsystems, Inc. (a)

851,700

77,451,469

Symbol Technologies, Inc.

510,860

27,586,440

426,427,811

Electronic Instruments - 1.9%

Agilent Technologies, Inc.

1,010,574

74,529,833

LAM Research Corp. (a)

200

7,500

Lernout & Hauspie Speech
Products NV (a)

129,600

5,710,500

Novellus Systems, Inc. (a)

276,300

15,628,219

PerkinElmer, Inc.

48,250

3,190,531

Tektronix, Inc.

82,300

6,090,200

Teradyne, Inc. (a)

143,800

10,569,300

Thermo Electron Corp. (a)

1,149,050

24,201,866

Waters Corp. (a)

480,600

59,984,888

199,912,837

Electronics - 5.4%

Altera Corp. (a)

152,900

15,586,244

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Amphenol Corp. Class A (a)

62,100

$ 4,110,244

Analog Devices, Inc. (a)

224,200

17,039,200

Arrow Electronics, Inc. (a)

52,100

1,615,100

Broadcom Corp. Class A (a)

94,900

20,777,169

Conexant Systems, Inc. (a)

68,500

3,330,813

Fairchild Semiconductor
International, Inc. Class A

62,000

2,511,000

Flextronics International Ltd. (a)

178,000

12,226,375

Infineon Technologies AG
sponsored ADR (a)

561,500

44,498,875

Intel Corp.

24,580

3,286,039

Intersil Holding Corp. Class A

134,400

7,266,000

JDS Uniphase Corp. (a)

50,900

6,101,638

Kyocera Corp.

232,600

39,963,589

Linear Technology Corp.

347,900

22,243,856

LSI Logic Corp. (a)

152,400

8,248,650

Merix Corp. (a)

20,700

972,900

Micron Technology, Inc. (a)

1,457,600

128,359,900

Molex, Inc. Class A

143,200

5,012,000

National Semiconductor Corp. (a)

46,700

2,650,225

NVIDIA Corp. (a)

277,600

17,644,950

Power-One, Inc. (a)

45,500

5,184,156

Sanmina Corp. (a)

130,600

11,166,300

STMicroelectronics NV (NY Shares)

234,600

15,058,388

TDK Corp.

67,000

9,631,013

Texas Instruments, Inc.

1,479,200

101,602,550

Vitesse Semiconductor Corp. (a)

280,800

20,656,350

Xilinx, Inc. (a)

213,500

17,627,094

Zoran Corp. (a)

162,400

10,708,250

555,078,868

TOTAL TECHNOLOGY

2,457,084,720

TRANSPORTATION - 1.5%

Air Transportation - 0.5%

Continental Airlines, Inc. Class B (a)

385,900

18,137,300

Ryanair Holdings PLC sponsored ADR (a)

341,700

12,472,050

Southwest Airlines Co.

1,265,387

23,963,266

54,572,616

Railroads - 0.1%

Canadian Pacific Ltd.

245,200

6,359,797

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

418,700

20,725,650

Expeditors International of
Washington, Inc.

229,400

10,896,500

Forward Air Corp. (a)

17,200

688,000

Ocean Group PLC(OLD)

1,781,680

29,460,613

Shares

Value (Note 1)

Swift Transportation Co., Inc. (a)

1,093,300

$ 15,306,200

United Parcel Service, Inc. Class B

281,700

16,620,300

93,697,263

TOTAL TRANSPORTATION

154,629,676

UTILITIES - 9.6%

Cellular - 4.8%

AT&T Corp. - Wireless Group

939,700

26,194,138

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

37,300

6,632,406

Crown Castle International Corp. (a)

494,800

18,060,200

Dobson Communications Corp. Class A

69,600

1,339,800

Nextel Communications, Inc. Class A (a)

1,869,900

114,414,506

NTT DoCoMo, Inc.

1,141

30,887,287

Sprint Corp. - PCS Group Series 1 (a)

2,093,000

124,533,500

Triton PCS Holdings, Inc. Class A

439,730

25,394,408

Vodafone AirTouch PLC sponsored ADR

3,203,400

132,740,888

VoiceStream Wireless Corp. (a)

46,750

5,436,879

485,634,012

Electric Utility - 0.7%

AES Corp. (a)

1,018,900

46,487,313

Calpine Corp. (a)

130,700

8,593,525

DPL, Inc.

68,800

1,509,300

Duke Energy Corp.

128,400

7,238,550

Northern States Power Co.

313,400

6,326,763

NRG Energy, Inc.

248,100

4,527,825

74,683,276

Gas - 0.5%

Dynegy, Inc. Class A

700,656

47,863,563

Enron Corp.

61,300

3,953,850

51,817,413

Telephone Services - 3.6%

Allegiance Telecom, Inc. (a)

231,280

14,801,920

BellSouth Corp.

1,588,200

67,697,025

Cable & Wireless PLC sponsored ADR

734,900

36,790,931

DDI Corp.

2,103

20,232,598

Energis PLC (a)

219,335

8,245,079

McLeodUSA, Inc. Class A (a)

2,005,074

41,479,968

Metromedia Fiber Network, Inc.
Class A (a)

56,300

2,234,406

NEXTLINK Communications, Inc. Class A

492,400

18,680,425

Nippon Telegraph & Telephone Corp.

3,410

45,350,879

Qwest Communications
International, Inc. (a)

889,944

44,219,093

SBC Communications, Inc.

69,106

2,988,835

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

Time Warner Telecom, Inc. Class A

80,203

$ 5,163,068

U.S. WEST, Inc.

730,400

62,631,800

370,516,027

TOTAL UTILITIES

982,650,728

TOTAL COMMON STOCKS

(Cost $7,454,454,140)

9,235,832,817

U.S. Treasury Obligations - 2.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.6% to 5.62% 8/17/00 (e)

-

$ 2,000,000

1,985,950

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

20,636,775

6.125% 11/15/27

Aaa

63,000,000

62,862,030

6.375% 8/15/27

Aaa

66,000,000

67,969,440

6.5% 11/15/26

Aaa

20,000,000

20,890,600

6.75% 8/15/26

Aaa

9,900,000

10,653,291

6.875% 8/15/25

Aaa

36,500,000

39,779,160

7.625% 2/15/25

Aaa

9,500,000

11,233,750

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $235,882,664)

236,010,996

Cash Equivalents - 7.4%

Shares

Central Cash Collateral Fund, 6.71% (b)

125,228,100

125,228,100

Taxable Central Cash Fund, 6.59% (b)

628,988,088

628,988,088

TOTAL CASH EQUIVALENTS

(Cost $754,216,188)

754,216,188

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $8,444,552,992)

10,226,060,001

NET OTHER ASSETS - 0.3%

32,329,993

NET ASSETS - 100%

$ 10,258,389,994

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

150 S&P 500 Stock Index Contracts

Sept. 2000

$ 55,053,750

$ (206,670)

The face value of futures purchased as a percentage of net assets - 0.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ -

$ -

$ 6,446,450

PJ America, Inc.

-

-

-

5,671,575

TOTALS

$ -

$ -

$ -

$ 12,118,025

(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $10,187,000 or 0.1%
of net assets.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,985,950.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $8,415,238,617 and $8,270,968,679, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $740,575,595 and $702,738,997, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $336,878 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $122,412,563. The fund received cash collateral of $125,228,100 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

84.5%

United Kingdom

4.6

Japan

3.9

Canada

2.9

Others (individually less than 1%)

4.1

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income
tax purposes was $8,536,447,288. Net unrealized appreciation
aggregated $1,689,612,713, of which $2,107,965,785 related to appreciated investment securities and $418,353,072 related to
depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $8,444,552,992) -
See accompanying schedule

$ 10,226,060,001

Foreign currency held at value (cost $3,198,136)

3,200,762

Receivable for investments sold

227,343,121

Receivable for fund shares sold

5,795,420

Dividends receivable

6,174,594

Interest receivable

8,752,007

Receivable for daily variation on futures contracts

394,650

Other receivables

1,705,788

Total assets

10,479,426,343

Liabilities

Payable for investments purchased

$ 88,850,142

Payable for fund shares redeemed

1,847,512

Accrued management fee

4,877,662

Distribution fees payable

94,923

Other payables and
accrued expenses

138,010

Collateral on securities loaned,
at value

125,228,100

Total liabilities

221,036,349

Net Assets

$ 10,258,389,994

Net Assets consist of:

Paid in capital

$ 8,001,539,614

Undistributed net
investment income

28,658,206

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

446,882,094

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,781,310,080

Net Assets

$ 10,258,389,994

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,119,275,383
÷
363,406,993 shares)

$25.09

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,110,439,215
÷
44,361,957 shares)

$25.03

Service Class 2:
Net Asset Value, offering
price and redemption price
per share ($28,675,396
÷
1,146,087 shares)

$25.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 27,621,948

Interest

31,147,532

Security lending

1,347,457

Total income

60,116,937

Expenses

Management fee

$ 28,674,384

Transfer agent fees

3,272,693

Distribution fees

484,572

Accounting and security lending fees

450,247

Non-interested trustees' compensation

15,815

Custodian fees and expenses

315,685

Registration fees

43,475

Audit

31,520

Legal

36,304

Miscellaneous

70,060

Total expenses before reductions

33,394,755

Expense reductions

(1,509,996)

31,884,759

Net investment income

28,232,178

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

529,036,819

Foreign currency transactions

41,699

Futures contracts

(2,603,401)

526,475,117

Change in net unrealized appreciation (depreciation) on:

Investment securities

(684,382,795)

Assets and liabilities in
foreign currencies

11,087

Futures contracts

(216,147)

(684,587,855)

Net gain (loss)

(158,112,738)

Net increase (decrease) in net assets resulting from operations

$ (129,880,560)

Other Information

Expense reductions
Directed brokerage arrangements

$ 1,501,131

Custodian credits

8,865

$ 1,509,996

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 28,232,178

$ 37,064,074

Net realized gain (loss)

526,475,117

1,238,554,251

Change in net unrealized appreciation (depreciation)

(684,587,855)

533,893,873

Net increase (decrease) in net assets resulting from operations

(129,880,560)

1,809,512,198

Distributions to shareholders
From net investment income

(34,082,876)

(32,779,255)

From net realized gain

(1,237,208,385)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

1,879,217,135

1,702,847,259

Total increase (decrease) in net assets

478,045,314

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $28,658,206 and $34,775,260, respectively)

$ 10,258,389,994

$ 9,780,344,680

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

31,827,829

$ 821,871,536

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(22,956,691)

(590,350,809)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

54,524,472

$ 1,393,398,071

47,451,606

$ 1,182,789,864

Service Class
Sold

14,727,745

$ 380,358,381

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,238

291,308

6,968,091

Redeemed

(1,309,500)

(32,733,410)

(669,866)

(17,161,230)

Net increase (decrease)

17,724,120

$ 456,994,209

20,390,180

$ 520,057,395

Service Class 2 A
Sold

1,156,782

$ 29,090,053

-

$ -

Reinvested

1,759

44,679

-

-

Redeemed

(12,454)

(309,877)

-

-

Net increase (decrease)

1,146,087

$ 28,824,855

-

$ -

Distributions
From net investment income
Initial Class

$ 31,149,527

$ 31,943,084

Service Class

2,932,151

836,171

Service Class 2 A

1,198

-

Total

$ 34,082,876

$ 32,779,255

From net realized gain
Initial Class

$ 1,130,727,819

$ 234,249,282

Service Class

106,437,085

6,131,920

Service Class 2 A

43,481

-

Total

$ 1,237,208,385

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

$ 10.00

Income from Investment Operations

Net investment income

.07 C

.12 C

.13 C

.16 C

.14

.06

Net realized and unrealized gain (loss)

(.40)

5.59

5.54

3.73

2.76

3.91

Total from investment operations

(.33)

5.71

5.67

3.89

2.90

3.97

Less Distributions

From net investment income

(.10)

(.12)

(.14)

(.14)

-

(.06)

From net realized gain

(3.63)

(.88)

(1.03)

(.37)

(.13)

(.12)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

(.18)

Net asset value, end of period

$ 25.09

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Total Return B, G

(1.31)%

24.25%

29.98%

24.14%

21.22%

39.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,119,275

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

$ 877,000

Ratio of expenses to average net assets

.66% A

.67%

.70%

.71%

.74%

.72%

Ratio of expenses to average net assets after
expense reductions

.63% A, F

.65% F

.66% F

.68% F

.71% F

.72%

Ratio of net investment income to average net assets

.58% A

.48%

.62%

.90%

1.33%

1.07%

Portfolio turnover

178% A

172%

201%

142%

178%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 D

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income C

.06

.10

.11

.03

Net realized and unrealized gain (loss)

(.40)

5.58

5.55

(.09)

Total from investment operations

(.34)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.10)

(.12)

(.14)

-

From net realized gain

(3.63)

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 25.03

$ 29.10

$ 24.42

$ 19.93

Total Return B, G

(1.36)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,110,439

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76% A

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.73% A, F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.47% A

.37%

.53%

1.14% A

Portfolio turnover

178% A

172%

201%

142%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

E For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income C

.04

Net realized and unrealized gain (loss)

.51 G

Total from investment operations

.55

Less Distributions

From net investment income

(.10)

From net realized gain

(3.63)

Total distributions

(3.73)

Net asset value, end of period

$ 25.02

Total Return B, F

1.75%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,675

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.88% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover

178% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating
market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class 2

-5.79%

16.62%

18.52%

S&P 500

7.25%

23.80%

25.60%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $25,429 - a 154.29% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,970 - a 249.70% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.2

Cisco Systems, Inc.

4.2

Eli Lilly & Co.

2.9

Intel Corp.

2.7

Oracle Corp.

2.4

16.4

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

42.8

Finance

11.8

Health

10.3

Energy

6.4

Utilities

5.8

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 93.6%

Short-Term Investments
and Net Other Assets 6.4%



* Foreign investments 10.0%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunitites Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bettina Doulton became Portfolio Manager of Growth Opportunities Portfolio on February 1, 2000.

Q. How did the fund perform, Bettina?

A. For the six-month period ending June 30, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -0.42%. For the 12-month period that ended June 30, 2000, the fund also trailed the S&P 500, which returned 7.25%.

Q. Why did the fund underperform its benchmark?

A. Early in the period, the fund was considerably underweighted in technology and telecommunications - the sectors that drove equity markets to record heights. Our lack of exposure here was a big detractor from performance. After taking over the fund in February, I repositioned it to be more in line with expectations - with more of a growth emphasis than a value proposition - and increased the tech position to approximately 43% of net assets at the end of the period, compared to just over 16% six months ago.

Q. Was that strategy successful?

A. On a short-term basis, the repositioning seemed poorly timed. Fund performance was negatively affected by the massive rotation away from technology that began in mid-March and lasted through the end of May. Several factors contributed to the tech sell-off: interest-rate hikes, fears of a slowdown in earnings growth, high valuations and illiquidity. Tech stocks did rebound in June, however, and the fund more than doubled the return of the S&P for the month.

Q. What other changes did you make to the fund since taking over?

A. In light of margin pressures and credit concerns in the finance sector, I reduced the sector's aggregate weighting to 11.8% of net assets compared to 20.6% six months ago. I also shifted the sector's asset allocation, reducing the fund's positions in regional banks, mortgage insurance companies and GSEs - government-sponsored enterprises such as Fannie Mae and Freddie Mac - while adding more capital markets exposure, which was a plus. Two other moves also helped. I reduced the fund's consumer nondurables holdings, largely due to the elimination of the Philip Morris position. I was less enamored with the company's fundamental prospects than my predecessor. I also eliminated the fund's bond position, as I expect to focus largely on equity investments.

Q. Which stocks were among the best absolute contributors?

A. Despite the technology sector's spring decline, six of the fund's 10 best-performing stocks came from that area. Most are very familiar names: Micron Technology, Intel, Oracle, Adobe Systems, Analog Devices and Nortel. All benefited from the growth prospects surrounding the rapid acceleration and penetration of Internet- and wireless-related communications. General Electric, the fund's largest holding at the end of the period, also was a strong contributor. GE experienced an acceleration in revenue and profit growth due to market share gains, acquisitions and strong global economies. Eli Lilly was another winner, benefiting from investor appreciation of its strong product pipeline and increased confidence in the company's earnings growth potential.

Q. Which stocks did not perform as well as you expected?

A. Although I have reduced these positions dramatically since taking over the fund, Fannie Mae and Freddie Mac significantly detracted from performance during the period. Several factors caused the underperformance of these stocks, including the Federal Reserve Board's recent string of interest-rate hikes and increased political bantering about capital ratios and funding requirements. Two other disappointments were retailers Home Depot and Wal-Mart. Despite continuing to deliver strong results, these stocks came under pressure as investors grew increasingly concerned that results would come under pressure due to slowing consumer spending caused by interest-rate increases.

Q. What is your outlook, Bettina?

A. It comes down to whether the technology sector's recent struggle was a short-term rotation or a permanent change in leadership. I believe it was just a violent short-term rotation similar to what we experienced at this time last year. On a medium-term basis, I expect the companies that are the enablers of our networked, communications economy - those that provide servers, data storage, fiber optics, etc. - are going to lead, because we still appear to be in the early stages of the "e-economy" build out.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$1.5 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Boeing Co.

374,200

$ 15,646,238

Textron, Inc.

30,200

1,640,238

17,286,476

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.3%

Praxair, Inc.

122,000

4,567,375

ENERGY - 6.4%

Energy Services - 1.3%

Baker Hughes, Inc.

36,700

1,174,400

Halliburton Co.

272,200

12,844,438

Schlumberger Ltd. (NY Shares)

92,300

6,887,888

20,906,726

Oil & Gas - 5.1%

BP Amoco PLC sponsored ADR

221,190

12,511,059

Chevron Corp.

27,000

2,289,938

Conoco, Inc. Class B

97,868

2,403,883

Cooper Cameron Corp. (a)

72,300

4,771,800

Exxon Mobil Corp.

417,300

32,758,050

Royal Dutch Petroleum Co. (NY Shares)

178,300

10,976,594

Tosco Corp.

257,300

7,284,806

TotalFinaElf SA:

Class B

6,153

947,562

sponsored ADR

94,405

7,251,484

81,195,176

TOTAL ENERGY

102,101,902

FINANCE - 11.8%

Banks - 1.1%

Bank of America Corp.

65,200

2,803,600

Bank of Tokyo-Mitsubishi Ltd.

255,000

3,081,070

Bank of Tokyo-Mitsubishi Ltd. ADR

44,500

539,563

Chase Manhattan Corp.

232,800

10,723,350

17,147,583

Credit & Other Finance - 2.9%

American Express Co.

499,400

26,031,225

Citigroup, Inc.

340,200

20,497,050

46,528,275

Federal Sponsored Credit - 4.1%

Fannie Mae

712,400

37,178,375

Freddie Mac

688,000

27,864,000

65,042,375

Insurance - 2.2%

Allmerica Financial Corp.

41,500

2,173,563

American International Group, Inc.

184,175

21,640,563

CIGNA Corp.

92,812

8,677,922

Shares

Value (Note 1)

Hartford Financial Services Group, Inc.

13,700

$ 766,344

The Chubb Corp.

37,200

2,287,800

35,546,192

Securities Industry - 1.5%

Daiwa Securities Group, Inc.

72,000

950,764

Morgan Stanley Dean Witter & Co.

155,900

12,978,675

Nomura Securities Co. Ltd.

391,000

9,570,317

23,499,756

TOTAL FINANCE

187,764,181

HEALTH - 10.3%

Drugs & Pharmaceuticals - 9.0%

American Home Products Corp.

82,900

4,870,375

Amgen, Inc.

71,300

5,008,825

Bristol-Myers Squibb Co.

373,600

21,762,200

Eli Lilly & Co.

466,400

46,581,700

Merck & Co., Inc.

149,200

11,432,450

Pfizer, Inc.

449,693

21,585,264

Schering-Plough Corp.

650,600

32,855,300

144,096,114

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

102,200

4,554,288

Johnson & Johnson

148,300

15,108,063

19,662,351

TOTAL HEALTH

163,758,465

INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%

Electrical Equipment - 4.2%

General Electric Co.

1,269,700

67,294,088

Industrial Machinery & Equipment - 1.1%

Deere & Co.

156,600

5,794,200

Ingersoll-Rand Co.

60,400

2,431,100

Tyco International Ltd.

194,200

9,200,225

17,425,525

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

84,719,613

MEDIA & LEISURE - 4.7%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group
Class A (a)

501,244

12,155,167

Charter Communications, Inc.

167,700

2,756,569

Comcast Corp. Class A (special) (a)

77,500

3,138,750

Cox Communications, Inc. Class A (a)

78,213

3,563,580

Infinity Broadcasting Corp. Class A (a)

23,400

852,638

Time Warner, Inc.

89,500

6,802,000

Univision Communications, Inc.
Class A (a)

6,100

631,350

29,900,054

Entertainment - 2.2%

Fox Entertainment Group, Inc. Class A (a)

239,400

7,271,775

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - continued

Viacom, Inc. Class B (non-vtg.) (a)

328,428

$ 22,394,684

Walt Disney Co.

133,500

5,181,469

34,847,928

Publishing - 0.1%

McGraw-Hill Companies, Inc.

35,400

1,911,600

Restaurants - 0.5%

McDonald's Corp.

268,700

8,850,306

TOTAL MEDIA & LEISURE

75,509,888

NONDURABLES - 0.5%

Beverages - 0.1%

The Coca-Cola Co.

27,300

1,568,044

Household Products - 0.4%

Avon Products, Inc.

16,900

752,050

Clorox Co.

41,700

1,868,681

Procter & Gamble Co.

67,320

3,854,070

6,474,801

TOTAL NONDURABLES

8,042,845

RETAIL & WHOLESALE - 4.6%

General Merchandise Stores - 2.5%

Kohls Corp. (a)

56,400

3,137,250

Target Corp.

119,400

6,925,200

Wal-Mart Stores, Inc.

533,700

30,754,463

40,816,913

Retail & Wholesale, Miscellaneous - 2.1%

Home Depot, Inc.

394,000

19,675,375

Lowe's Companies, Inc.

320,900

13,176,956

32,852,331

TOTAL RETAIL & WHOLESALE

73,669,244

SERVICES - 0.0%

Advertising - 0.0%

Interpublic Group of Companies, Inc.

13,800

593,400

Services - 0.0%

Gartner Group, Inc. Class B (a)

106

1,047

TOTAL SERVICES

594,447

TECHNOLOGY - 42.8%

Communications Equipment - 11.1%

Ciena Corp. (a)

61,700

10,284,619

Cisco Systems, Inc. (a)

1,046,300

66,505,444

Corning, Inc.

50,500

13,628,688

Lucent Technologies, Inc.

226,200

13,402,350

Nokia AB sponsored ADR

533,900

26,661,631

Shares

Value (Note 1)

Nortel Networks Corp.

481,200

$ 33,380,101

Telefonaktiebolaget LM Ericsson sponsored ADR

665,500

13,310,000

177,172,833

Computer Services & Software - 9.9%

Adobe Systems, Inc.

134,700

17,511,000

Amazon.com, Inc. (a)

10,200

370,388

America Online, Inc. (a)

266,600

14,063,150

Automatic Data Processing, Inc.

224,300

12,014,069

BEA Systems, Inc. (a)

75,100

3,712,756

BroadVision, Inc. (a)

111,400

5,660,513

Computer Sciences Corp. (a)

9,700

724,469

E.piphany, Inc.

13,000

1,393,438

First Data Corp.

61,700

3,061,863

i2 Technologies, Inc. (a)

25,800

2,690,053

InfoSpace.com, Inc. (a)

47,000

2,596,750

Microsoft Corp. (a)

242,100

19,368,000

Oracle Corp. (a)

456,600

38,382,939

Phone.com, Inc.

24,100

1,569,513

Redback Networks, Inc.

16,100

2,883,913

Siebel Systems, Inc. (a)

93,500

15,293,094

VeriSign, Inc. (a)

82,537

14,567,781

Yahoo!, Inc. (a)

23,000

2,849,125

158,712,814

Computers & Office Equipment - 7.2%

Compaq Computer Corp.

285,500

7,298,094

Dell Computer Corp. (a)

217,200

10,710,675

EMC Corp. (a)

270,500

20,811,594

Hewlett-Packard Co.

76,600

9,565,425

International Business Machines Corp.

34,100

3,736,081

Network Appliance, Inc. (a)

154,700

12,453,350

SCI Systems, Inc. (a)

490,600

19,225,388

Sun Microsystems, Inc. (a)

345,200

31,391,625

115,192,232

Electronic Instruments - 2.8%

Agilent Technologies, Inc.

86,915

6,409,981

Applied Materials, Inc. (a)

178,900

16,212,813

KLA-Tencor Corp. (a)

118,600

6,945,513

LAM Research Corp. (a)

404,000

15,150,000

44,718,307

Electronics - 11.8%

Analog Devices, Inc. (a)

245,100

18,627,600

Broadcom Corp. Class A (a)

7,100

1,554,456

Flextronics International Ltd. (a)

119,171

8,185,558

Intel Corp.

316,500

42,312,094

JDS Uniphase Corp. (a)

116,200

13,929,475

Methode Electronics, Inc. Class A

4,300

166,088

Micron Technology, Inc. (a)

335,200

29,518,550

Molex, Inc. Class A

145,810

5,103,350

Motorola, Inc.

60,000

1,743,750

National Semiconductor Corp. (a)

228,600

12,973,050

Samsung Electronics Co. Ltd.

2,800

926,616

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Sanmina Corp. (a)

59,500

$ 5,087,250

SDL, Inc. (a)

13,700

3,907,069

Texas Instruments, Inc.

541,900

37,221,756

Xilinx, Inc. (a)

83,700

6,910,481

188,167,143

TOTAL TECHNOLOGY

683,963,329

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

Southwest Airlines Co.

31,500

596,531

UTILITIES - 5.8%

Cellular - 4.5%

China Telecom (Hong Kong) Ltd. sponsored ADR (a)

34,100

6,063,406

Nextel Communications, Inc. Class A (a)

291,000

17,805,563

Nextel Partners, Inc. Class A

2,500

81,406

QUALCOMM, Inc. (a)

27,800

1,668,000

Sprint Corp. - PCS Group Series 1 (a)

316,800

18,849,600

Vodafone AirTouch PLC

122,991

509,643

Vodafone AirTouch PLC sponsored ADR

378,900

15,700,669

VoiceStream Wireless Corp. (a)

91,800

10,676,053

71,354,340

Electric Utility - 0.3%

AES Corp. (a)

113,000

5,155,625

Telephone Services - 1.0%

Level 3 Communications, Inc. (a)

105,100

9,248,800

NEXTLINK Communications, Inc. Class A

132,800

5,038,100

U.S. WEST, Inc.

16,300

1,397,725

15,684,625

TOTAL UTILITIES

92,194,590

TOTAL COMMON STOCKS

(Cost $1,159,260,000)

1,494,768,886

Cash Equivalents - 6.9%

Shares

Value (Note 1)

Central Cash Collateral Fund, 6.71% (b)

1,235,200

$ 1,235,200

Taxable Central Cash Fund, 6.59% (b)

109,058,384

109,058,384

TOTAL CASH EQUIVALENTS

(Cost $110,293,584)

110,293,584

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,269,553,584)

1,605,062,470

NET OTHER ASSETS - (0.5)%

(7,485,639)

NET ASSETS - 100%

$ 1,597,576,831

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,110,429,310 and $1,386,467,463, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $2,939,068 and $2,727,952, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $41,941 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,236,406. The fund received cash collateral of $1,235,200 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

90.0%

Canada

2.1

United Kingdom

1.8

Finland

1.7

Others (individually less than 1%)

4.4

100.0%

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,270,414,331. Net unrealized appreciation aggregated $334,648,139, of which $383,735,051 related to appreciated investment securities and $49,086,912 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportuntities Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $1,269,553,584) -
See accompanying schedule

$ 1,605,062,470

Foreign currency held at value
(cost $869,073)

869,422

Receivable for investments sold

18,787,103

Receivable for fund shares sold

2,992,234

Dividends receivable

563,371

Interest receivable

475,311

Other receivables

13,116

Total assets

1,628,763,027

Liabilities

Payable to custodian bank

$ 1,150,566

Payable for investments purchased

27,237,658

Payable for fund shares redeemed

663,655

Accrued management fee

760,615

Distribution fees payable

30,888

Other payables and
accrued expenses

107,614

Collateral on securities loaned,
at value

1,235,200

Total liabilities

31,186,196

Net Assets

$ 1,597,576,831

Net Assets consist of:

Paid in capital

$ 1,297,693,607

Undistributed net
investment income

1,554,523

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(37,177,356)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

335,506,057

Net Assets

$ 1,597,576,831

Initial Class:
Net Asset Value, offering price
and redemption price per share ($1,222,937,712
÷
59,348,075 shares)

$20.61

Service Class:
Net Asset Value, offering price
and redemption price per share ($370,163,567
÷
17,987,163 shares)

$20.58

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,475,552
÷ 217,616 shares)

$20.57

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 4,944,088

Interest

2,196,303

Security lending

43,224

Total income

7,183,615

Expenses

Management fee

$ 4,713,628

Transfer agent fees

531,307

Distribution fees

171,473

Accounting and security lending fees

182,021

Non-interested trustees' compensation

2,651

Custodian fees and expenses

44,138

Registration fees

956

Audit

17,449

Legal

7,156

Reports to shareholders

7,396

Miscellaneous

395

Total expenses before reductions

5,678,570

Expense reductions

(279,920)

5,398,650

Net investment income

1,784,965

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(31,567,618)

Foreign currency transactions

(17,618)

Futures contracts

(211,116)

(31,796,352)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(41,408,261)

Assets and liabilities in
foreign currencies

105

(41,408,156)

Net gain (loss)

(73,204,508)

Net increase (decrease) in net assets resulting from operations

$ (71,419,543)

Other Information

Expense reductions
Directed brokerage arrangements

$ 276,910

Custodian credits

3,010

$ 279,920

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 1,784,965

$ 21,853,752

Net realized gain (loss)

(31,796,352)

109,839,194

Change in net unrealized appreciation (depreciation)

(41,408,156)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(71,419,543)

76,769,847

Distributions to shareholders
From net investment income

(21,794,226)

(17,518,652)

From net realized gain

(111,302,559)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(84,271,368)

140,493,459

Total increase (decrease) in net assets

(288,787,696)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $1,554,523 and $21,419,780, respectively)

$ 1,597,576,831

$ 1,886,364,527

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,804,052

$ 162,982,845

14,140,894

$ 318,792,928

Reinvested

5,190,171

107,280,842

2,116,413

45,714,518

Redeemed

(20,232,012)

(422,309,444)

(18,293,067)

(412,962,598)

Net increase (decrease)

(7,237,789)

$ (152,045,757)

(2,035,760)

$ (48,455,152)

Service Class
Sold

3,431,508

$ 71,121,191

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,498

217,292

4,691,331

Redeemed

(1,604,623)

(33,520,138)

(1,230,823)

(27,601,312)

Net increase (decrease)

3,076,691

$ 63,409,551

8,371,609

$ 188,948,611

Service Class 2 A
Sold

234,557

$ 4,716,010

-

$ -

Reinvested

361

7,445

-

-

Redeemed

(17,302)

(358,617)

-

-

Net increase (decrease)

217,616

$ 4,364,838

-

$ -

Distributions
From net investment income
Initial Class

$ 17,669,786

$ 15,930,817

Service Class

4,123,251

1,587,835

Service Class 2 A

1,189

-

Total

$ 21,794,226

$ 17,518,652

From net realized gain
Initial Class

$ 89,611,056

$ 29,783,702

Service Class

21,685,247

3,103,496

Service Class 2 A

6,256

-

Total

$ 111,302,559

$ 32,887,198

$ 133,096,785

$ 50,405,850

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

$ 10.00

Income from Investment Operations

Net investment income

.02 D

.27 D

.26 D

.29 D

.26

.11

Net realized and unrealized gain (loss)

(.86)

.66

4.29

4.18

2.12

3.14

Total from investment operations

(.84)

.93

4.55

4.47

2.38

3.25

Less Distributions

From net investment income

(.28)

(.23)

(.21)

(.25)

-

(.11)

From net realized gain

(1.42)

(.43)

(.73)

(.35)

(.05)

(.07)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

(.18)

Net asset value, end of period

$ 20.61

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Total Return B, C

(3.65)%

4.27%

24.61%

29.95%

18.27%

32.52%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,222,938

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

$ 164,303

Ratio of expenses to average net assets

.67% A

.69%

.71%

.74%

.77%

.85% G

Ratio of expenses to average net assets after
expense reductions

.64% A, H

.68% H

.70% H

.73% H

.76% H

.83% H

Ratio of net investment income to average net assets

.24% A

1.20%

1.27%

1.68%

2.29%

2.49%

Portfolio turnover

138% A

42%

29%

26%

28%

38%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.01

.25

.23

.04

Net realized and unrealized gain (loss)

(.86)

.66

4.30

.73

Total from investment operations

(.85)

.91

4.53

.77

Less Distributions

From net investment income

(.27)

(.22)

(.21)

-

From net realized gain

(1.42)

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 20.58

$ 23.12

$ 22.86

$ 19.27

Total ReturnB, C

(3.70)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 370,164

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.77% A

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.74% A, H

.78% H

.79% H

.83% A, H

Ratio of net investment income to average net assets

.14% A

1.09%

1.16%

1.72% A

Portfolio turnover

138% A

42%

29%

26%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 3, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income (loss) D

(.00)

Net realized and unrealized gain (loss)

(.44)

Total from investment operations

(.44)

Less Distributions

From net investment income

(.27)

From net realized gain

(1.42)

Total distributions

(1.69)

Net asset value, end of period

$ 20.57

Total Return B, C

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,476

Ratio of expenses to average net assets

.96% A

Ratio of expenses to average net assets after expense reductions

.92% A, F

Ratio of net investment income (loss) to average net assets

(.05)% A

Portfolio turnover

138% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned. C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,377,496,384.11

94.671

Against

12,255,144.99

0.842

Abstain

65,286,057.94

4.487

TOTAL

1,455,037,587.04

100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 6

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,340,780,422.20

92.147

Against

27,115,319.81

1.864

Abstain

87,141,845.03

5.989

TOTAL

1,455,037,587.04

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,739,032.83

91.526

Against

27,683,762.48

1.903

Abstain

95,614,791.73

6.571

TOTAL

1,455,037,587.04

100.000

* Denotes trust-wide proposals and voting results.

PROPOSAL 10

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,323,899,985.14

90.987

Against

34,015,265.88

2.338

Abstain

97,122,336.02

6.675

TOTAL

1,455,037,587.04

100.000

PROPOSAL 13

Diversification - To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,328,921,810.70

91.332

Against

33,755,864.67

2.320

Abstain

92,359,911.67

6.348

TOTAL

1,455,037,587.04

100.000

PROPOSAL 14

Underwriting - To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,331,436,859.78

91.505

Against

31,609,505.60

2.173

Abstain

91,991,221.66

6.322

TOTAL

1,455,037,587.04

100.000

PROPOSAL 15

Concentration - To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,327,032,945.65

91.203

Against

34,495,489.11

2.370

Abstain

93,509,152.28

6.427

TOTAL

1,455,037,587.04

100.000

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Index 500 -
Service Class 2

6.81%

23.39%

19.50%

S&P 500

7.25%

23.80%

19.89%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2 on August 27, 1992, when the fund started. As the chart shows, by June 30, 2000 the value of the investment would have grown to $40,474 - a 304.74% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $41,515 - a 315.15% increase.

Investment Summary

Top Ten Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

4.1

Intel Corp.

3.5

Cisco Systems, Inc.

3.4

Microsoft Corp.

3.3

Pfizer, Inc.

2.4

Exxon Mobil Corp.

2.1

Wal-Mart Stores, Inc.

2.0

Oracle Corp.

1.9

Nortel Networks Corp.

1.6

Citigroup, Inc.

1.6

25.9

Top Ten Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

32.4

Finance

12.4

Health

10.9

Utilities

9.1

Industrial Machinery & Equipment

5.7

Retail & Wholesale

5.4

Nondurables

5.4

Energy

5.3

Media & Leisure

4.4

Basic Industries

2.6

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Dean Barr, who oversees the Index 500 Portfolio's investment management personnel as Managing Director for Bankers Trust, sub-adviser of the fund

Q. How did the fund perform, Dean?

A. For the six-month period that ended June 30, 2000, the fund closely tracked the -0.42% return of the Standard & Poor's 500 Index. For the 12 months that ended June 30, 2000, fund performance also fell in line with the index, which returned 7.25%.

Q. What was the market environment like over the past six months?

A. It was a grueling round trip. The stock market battled through one of the most volatile periods on record, yet had very little to show for its efforts. Technology-enabled productivity gains helped keep the lid on inflation, allowing the economy to advance at a feverish pace. In this high-growth environment, speculative investors rallied seemingly indiscriminately around smaller-sized tech stocks expected to give shape to the new economy. Amid the tech rush, the broader market retreated into bear territory. A quarter-point interest-rate hike levied by the Federal Reserve Board in February, expected to slow the advances of new economy stocks, had the opposite effect of pushing old economy stocks lower, further widening the performance disparity between the two groups. In late March, however, the tables turned on tech stocks.

Q. What sparked this reversal of fortune?

A. Concerns about seemingly overstretched valuations and further Fed tightening spurred a flight to safety, with jittery investors fleeing smaller-cap tech stocks en masse for the predictability found in large, value-oriented companies. The S&P 500 - home to many of these well-known stocks - benefited from this migration, although the party was short-lived. Another quarter-point hike on March 24, coupled with expectations for an even bigger increase in May, pulled the entire market into a steep decline, culminating in a 5.8% drop in the index on April 14. Stocks forged a recovery later in the month, only to turn back again in May when the Fed dropped a half-point bomb on them. Investors - seeing signs of a slowdown and sensing the smoke was clearing on the rate front - eased their way back into the market, focusing on seasoned growth companies with actual revenues and earnings.

Q. What areas of technology survived the tumult, and which didn't?

A. Not surprisingly, semiconductors - providing the lifeblood for the digital age - led the way, posting impressive gains during the six-month period. Chips were in high demand thanks to growing usage of personal computers and wireless communications devices worldwide. Index standouts Intel, Micron Technology, Texas Instruments and Altera were the big winners here. Not far behind were the providers of networking equipment - central to the development of broadband services - most notably Corning, Nortel, Cisco and Network Appliance. Conversely, Internet stocks - namely AOL and Yahoo! - lost ground, as did Microsoft, which was plagued by antitrust litigation.

Q. How did other sectors of the market fare?

A. Health stocks rode the biotech wave to a strong turnaround during the period. Most biotech and genomics stocks fell sharply in the spring, but recovered nicely in June behind investors' renewed enthusiasm for the sector when researchers reported a successful mapping of the human genome. PE Corp. and Amgen were notable contributors. Drug stocks, such as Eli Lilly and Pfizer, rallied as exciting new product pipelines overcame concerns that presidential campaign rhetoric would dominate the investment landscape. Among financials, banks got a bounce out of the rotation in April and May, but ended up generally flat to down thanks to rising rates. Investment management firms and brokerage houses, however, did quite well, benefiting from robust capital markets activity. Lehman Brothers was one of the stars here. Energy stocks, particularly companies engaged in oil services, such as Baker Hughes, got a lift from the rebound in oil prices. On the downside, retailers such as Wal-Mart and Home Depot suffered from the fear of a slowdown in consumer spending. Utilities also underperformed due to the poor performance of traditional telecommunications providers, such as AT&T and WorldCom, which slipped on increased competition and pricing pressures in their long-distance businesses.

Q. What's your outlook?

A. In choosing not to raise rates further on June 28, the Fed acknowledged that the economy appears to be cooling, for now at least. More evidence of a slowdown will be needed before we can be sure that the Fed will stop tightening. Strong technology-related spending should continue to fuel productivity growth, which, hopefully, will dampen inflationary pressures and keep corporate profits rising. If so, growth stocks could prosper and continue to outperform in the coming months.

The views expressed in this report reflect those of Bankers Trust only through the end of the period of the report as stated on the cover. Any such views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of June 30, 2000, more than
$4.8 billion

Manager: Bankers Trust, since 1997

3

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments June 30, 2000 (Unaudited)

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.1%

Aerospace & Defense - 1.0%

BFGoodrich Co.

41,200

$ 1,403,375

Boeing Co.

324,668

13,575,181

Honeywell International, Inc.

295,662

9,960,114

Lockheed Martin Corp.

147,986

3,671,903

Northrop Grumman Corp.

26,000

1,722,500

Rockwell International Corp.

70,900

2,233,350

Textron, Inc.

55,600

3,019,775

United Technologies Corp.

177,600

10,456,200

46,042,398

Defense Electronics - 0.0%

Raytheon Co. Class B

126,400

2,433,200

Ship Building & Repair - 0.1%

General Dynamics Corp.

75,100

3,923,975

TOTAL AEROSPACE & DEFENSE

52,399,573

BASIC INDUSTRIES - 2.6%

Chemicals & Plastics - 1.5%

Air Products & Chemicals, Inc.

83,500

2,572,844

Armstrong Holdings, Inc.

14,900

228,156

Ashland, Inc.

26,700

936,169

Avery Dennison Corp.

42,200

2,832,675

Dow Chemical Co.

246,000

7,426,125

E.I. du Pont de Nemours and Co.

390,379

17,079,081

Eastman Chemical Co.

29,375

1,402,656

Engelhard Corp.

47,300

807,056

FMC Corp.

11,500

667,000

Great Lakes Chemical Corp.

21,600

680,400

Hercules, Inc.

39,500

555,469

Pharmacia Corp.

473,423

24,470,051

PPG Industries, Inc.

65,100

2,884,744

Praxair, Inc.

59,500

2,227,531

Rohm & Haas Co.

81,936

2,826,792

Sealed Air Corp. (a)

31,260

1,637,243

Union Carbide Corp.

50,100

2,479,950

W.R. Grace & Co. (a)

26,800

324,950

72,038,892

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

34,492

620,856

Bethlehem Steel Corp. (a)

45,000

160,313

Crane Co.

24,300

590,794

Nucor Corp.

34,900

1,158,244

USX - U.S. Steel Group

35,600

660,825

Worthington Industries, Inc.

32,550

341,775

3,532,807

Metals & Mining - 0.3%

Alcan Aluminium Ltd.

85,157

2,645,878

Alcoa, Inc.

322,504

9,352,616

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

59,500

550,375

Shares

Value (Note 1)

Inco Ltd. (a)

69,436

$ 1,064,638

Phelps Dodge Corp.

31,157

1,158,651

14,772,158

Packaging & Containers - 0.1%

Ball Corp.

10,730

345,372

Bemis Co., Inc.

16,500

554,813

Crown Cork & Seal Co., Inc.

45,800

687,000

Owens-Illinois, Inc. (a)

54,800

640,475

Tupperware Corp.

20,900

459,800

2,687,460

Paper & Forest Products - 0.6%

Boise Cascade Corp.

20,700

535,613

Fort James Corp.

83,400

1,928,625

Georgia-Pacific Corp.

64,400

1,690,500

International Paper Co.

182,336

5,435,892

Kimberly-Clark Corp.

205,632

11,798,136

Louisiana-Pacific Corp.

43,800

476,325

Mead Corp.

37,900

956,975

Pactiv Corp. (a)

70,200

552,825

Potlatch Corp.

12,100

400,813

Temple-Inland, Inc.

20,900

877,800

Westvaco Corp.

33,450

829,978

Weyerhaeuser Co.

86,900

3,736,700

Willamette Industries, Inc.

38,800

1,057,300

30,277,482

TOTAL BASIC INDUSTRIES

123,308,799

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Fortune Brands, Inc.

61,300

1,413,731

Masco Corp.

167,000

3,016,438

Owens Corning

20,400

188,700

Sherwin-Williams Co.

62,300

1,319,981

Vulcan Materials Co.

37,500

1,600,781

7,539,631

Construction - 0.0%

Centex Corp.

22,200

521,700

Kaufman & Broad Home Corp.

17,700

350,681

Pulte Corp.

16,100

348,163

1,220,544

Engineering - 0.0%

Fluor Corp.

28,300

894,988

TOTAL CONSTRUCTION & REAL ESTATE

9,655,163

DURABLES - 1.6%

Autos, Tires, & Accessories - 1.0%

AutoZone, Inc. (a)

52,050

1,145,100

Cooper Tire & Rubber Co.

30,300

337,088

Cummins Engine Co., Inc.

15,500

422,375

Dana Corp.

62,466

1,323,498

Common Stocks - continued

Shares

Value (Note 1)

DURABLES - continued

Autos, Tires, & Accessories - continued

Danaher Corp.

53,200

$ 2,630,075

Delphi Automotive Systems Corp.

213,335

3,106,691

Eaton Corp.

27,300

1,829,100

Ford Motor Co.

452,100

19,440,300

General Motors Corp.

199,878

11,605,416

Genuine Parts Co.

66,550

1,331,000

Goodyear Tire & Rubber Co.

58,700

1,174,000

Johnson Controls, Inc.

31,700

1,626,606

Navistar International Corp. (a)

24,570

763,206

PACCAR, Inc.

30,090

1,194,197

TRW, Inc.

45,400

1,969,225

Visteon Corp. (a)

59,194

717,727

50,615,604

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

149,200

12,309,000

Snap-On, Inc.

21,900

583,088

12,892,088

Consumer Electronics - 0.1%

Black & Decker Corp.

32,700

1,285,519

Maytag Corp.

33,100

1,220,563

Whirlpool Corp.

25,500

1,188,938

3,695,020

Home Furnishings - 0.1%

Leggett & Platt, Inc.

73,900

1,219,350

Newell Rubbermaid, Inc.

105,493

2,716,445

3,935,795

Textiles & Apparel - 0.1%

Liz Claiborne, Inc.

23,600

831,900

NIKE, Inc. Class B

105,900

4,216,144

Reebok International Ltd. (a)

21,300

339,469

Russell Corp.

13,000

260,000

Springs Industries, Inc. Class A

6,700

214,400

VF Corp.

44,500

1,059,656

6,921,569

TOTAL DURABLES

78,060,076

ENERGY - 5.3%

Energy Services - 0.7%

Baker Hughes, Inc.

122,230

3,911,360

Halliburton Co.

166,700

7,866,156

McDermott International, Inc.

20,700

182,419

Rowan Companies, Inc. (a)

31,000

941,625

Schlumberger Ltd. (NY Shares)

207,200

15,462,300

Transocean Sedco Forex, Inc.

68,606

3,666,133

32,029,993

Oil & Gas - 4.6%

Amerada Hess Corp.

34,600

2,136,550

Anadarko Petroleum Corp.

47,100

2,322,619

Shares

Value (Note 1)

Apache Corp.

42,300

$ 2,487,769

Burlington Resources, Inc.

81,557

3,119,555

Chevron Corp.

245,700

20,838,431

Conoco, Inc. Class B

234,031

5,748,386

Exxon Mobil Corp.

1,290,933

101,338,241

Kerr-McGee Corp.

34,894

2,056,565

Occidental Petroleum Corp.

137,900

2,904,519

Phillips Petroleum Co.

95,500

4,840,656

Royal Dutch Petroleum Co. (NY Shares)

801,975

49,371,586

Sunoco, Inc.

33,700

992,044

Texaco, Inc.

206,700

11,006,775

The Coastal Corp.

79,800

4,857,825

Tosco Corp.

55,300

1,565,681

Union Pacific Resources Group, Inc.

91,912

2,022,064

Unocal Corp.

90,850

3,009,406

USX - Marathon Group

116,100

2,909,756

223,528,428

TOTAL ENERGY

255,558,421

FINANCE - 12.4%

Banks - 4.2%

AmSouth Bancorp.

143,900

2,266,425

Bank of America Corp.

619,240

26,627,320

Bank of New York Co., Inc.

275,700

12,820,050

Bank One Corp.

429,199

11,400,598

BB&T Corp.

129,300

3,087,038

Capital One Financial Corp.

74,800

3,337,950

Chase Manhattan Corp.

462,669

21,311,691

Comerica, Inc.

59,000

2,647,625

Fifth Third Bancorp

115,725

7,319,606

First Union Corp.

369,645

9,171,816

Firstar Corp.

367,142

7,732,928

FleetBoston Financial Corp.

336,783

11,450,622

Huntington Bancshares, Inc.

84,104

1,329,895

J.P. Morgan & Co., Inc.

60,700

6,684,588

KeyCorp

168,214

2,964,772

Mellon Financial Corp.

183,500

6,686,281

National City Corp.

231,442

3,948,979

Northern Trust Corp.

83,500

5,432,719

PNC Financial Services Group, Inc.

110,400

5,175,000

Regions Financial Corp.

79,800

1,586,025

SouthTrust Corp.

63,600

1,438,950

State Street Corp.

60,000

6,363,750

Summit Bancorp

66,100

1,627,713

SunTrust Banks, Inc.

113,000

5,162,688

Synovus Finanical Corp.

101,700

1,792,463

U.S. Bancorp

275,551

5,304,357

Union Planters Corp.

51,100

1,427,606

Wachovia Corp.

76,200

4,133,850

Wells Fargo & Co.

602,100

23,331,375

203,564,680

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Credit & Other Finance - 2.7%

American Express Co.

503,037

$ 26,220,804

Associates First Capital Corp. Class A

274,748

6,130,315

Citigroup, Inc.

1,254,329

75,573,322

Countrywide Credit Industries, Inc.

42,300

1,282,219

Household International, Inc.

177,082

7,359,971

MBNA Corp.

301,725

8,184,291

Old Kent Financial Corp.

47,775

1,277,981

Providian Financial Corp.

53,700

4,833,000

130,861,903

Federal Sponsored Credit - 0.7%

Fannie Mae

376,500

19,648,594

Freddie Mac

260,900

10,566,450

SLM Holding Corp.

60,100

2,249,994

32,465,038

Insurance - 2.9%

Aetna, Inc.

53,400

3,427,613

AFLAC, Inc.

99,400

4,566,188

Allstate Corp.

278,242

6,190,885

American General Corp.

92,352

5,633,472

American International Group, Inc.

576,012

67,681,410

Aon Corp.

92,525

2,874,058

CIGNA Corp.

63,000

5,890,500

Cincinnati Financial Corp.

60,300

1,895,681

Conseco, Inc.

122,116

1,190,631

Hartford Financial Services Group, Inc.

84,400

4,721,125

Jefferson-Pilot Corp.

39,700

2,240,569

Lincoln National Corp.

73,100

2,640,738

Loews Corp.

39,100

2,346,000

Marsh & McLennan Companies, Inc.

100,250

10,469,859

MBIA, Inc.

36,300

1,749,206

MGIC Investment Corp.

39,700

1,806,350

Progressive Corp.

26,600

1,968,400

SAFECO Corp.

49,400

981,825

The Chubb Corp.

68,400

4,206,600

The St. Paul Companies, Inc.

79,192

2,702,427

Torchmark Corp.

49,100

1,212,156

UnumProvident Corp.

89,638

1,798,362

138,194,055

Savings & Loans - 0.2%

Charter One Financial, Inc.

78,400

1,803,200

Golden West Financial Corp.

60,800

2,481,400

Washington Mutual, Inc.

204,662

5,909,615

10,194,215

Securities Industry - 1.7%

Bear Stearns Companies, Inc.

42,397

1,764,775

Charles Schwab Corp.

498,000

16,745,250

Franklin Resources, Inc.

92,900

2,821,838

Lehman Brothers Holdings, Inc.

44,700

4,226,944

Merrill Lynch & Co., Inc.

138,500

15,927,500

Morgan Stanley Dean Witter & Co.

422,912

35,207,424

Shares

Value (Note 1)

PaineWebber Group, Inc.

53,300

$ 2,425,150

T. Rowe Price Associates, Inc.

44,700

1,899,750

81,018,631

TOTAL FINANCE

596,298,522

HEALTH - 10.9%

Drugs & Pharmaceuticals - 7.7%

Allergan, Inc.

49,500

3,687,750

ALZA Corp. (a)

44,300

2,619,238

American Home Products Corp.

488,400

28,693,500

Amgen, Inc.

390,200

27,411,550

Bausch & Lomb, Inc.

20,100

1,555,238

Biogen, Inc. (a)

56,600

3,650,700

Bristol-Myers Squibb Co.

737,100

42,936,075

Eli Lilly & Co.

420,892

42,036,589

Medimmune, Inc. (a)

72,800

5,387,200

Merck & Co., Inc.

859,700

65,874,513

Pfizer, Inc.

2,363,825

113,463,600

Quintiles Transnational Corp. (a)

42,900

605,963

Schering-Plough Corp.

549,900

27,769,950

Sigma-Aldrich Corp.

37,500

1,096,875

Watson Pharmaceuticals, Inc. (a)

35,900

1,929,625

368,718,366

Medical Equipment & Supplies - 2.8%

Abbott Laboratories

575,300

25,636,806

Baxter International, Inc.

109,200

7,678,125

Becton, Dickinson & Co.

94,400

2,708,100

Biomet, Inc.

42,700

1,641,281

Boston Scientific Corp. (a)

156,400

3,431,025

C.R. Bard, Inc.

19,500

938,438

Cardinal Health, Inc.

105,650

7,818,100

Guidant Corp. (a)

115,400

5,712,300

Johnson & Johnson

520,400

53,015,750

Mallinckrodt, Inc.

25,900

1,125,031

McKesson HBOC, Inc.

105,748

2,214,099

Medtronic, Inc.

446,800

22,256,225

Millipore Corp.

16,100

1,213,538

St. Jude Medical, Inc. (a)

29,329

1,345,468

136,734,286

Medical Facilities Management - 0.4%

HCA - The Healthcare Co.

210,412

6,391,265

HEALTHSOUTH Corp. (a)

144,300

1,037,156

Humana, Inc. (a)

60,500

294,938

Manor Care, Inc. (a)

38,600

270,200

Tenet Healthcare Corp.

112,300

3,032,100

UnitedHealth Group, Inc.

63,400

5,436,550

Wellpoint Health Networks, Inc. (a)

23,800

1,724,013

18,186,222

TOTAL HEALTH

523,638,874

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 5.7%

Electrical Equipment - 4.4%

American Power Conversion Corp. (a)

64,000

$ 2,612,000

Emerson Electric Co.

161,100

9,726,413

General Electric Co.

3,687,400

195,432,166

Scientific-Atlanta, Inc.

59,900

4,462,550

Thomas & Betts Corp.

21,600

413,100

W.W. Grainger, Inc.

34,600

1,066,113

213,712,342

Industrial Machinery & Equipment - 1.2%

Briggs & Stratton Corp.

8,600

294,550

Caterpillar, Inc.

132,800

4,498,600

Cooper Industries, Inc.

35,146

1,144,442

Deere & Co.

88,500

3,274,500

Dover Corp.

77,800

3,155,763

Illinois Tool Works, Inc.

112,300

6,401,100

Ingersoll-Rand Co.

61,200

2,463,300

ITT Industries, Inc.

35,500

1,078,313

Pall Corp.

46,500

860,250

Parker-Hannifin Corp.

41,925

1,435,931

The Stanley Works

33,500

795,625

Timken Co.

22,584

420,627

Tyco International Ltd.

631,842

29,933,515

55,756,516

Pollution Control - 0.1%

Allied Waste Industries, Inc. (a)

64,500

645,000

Waste Management, Inc.

242,209

4,601,971

5,246,971

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

274,715,829

MEDIA & LEISURE - 4.4%

Broadcasting - 1.6%

Clear Channel Communications, Inc. (a)

127,200

9,540,000

Comcast Corp. Class A (special) (a)

337,300

13,660,650

MediaOne Group, Inc. (a)

229,200

15,199,111

Time Warner, Inc.

490,440

37,273,440

75,673,201

Entertainment - 1.5%

Carnival Corp.

230,800

4,500,600

Viacom, Inc. Class B (non-vtg.) (a)

571,393

38,961,860

Walt Disney Co.

774,700

30,068,044

73,530,504

Leisure Durables & Toys - 0.2%

Brunswick Corp.

34,100

564,781

Harley-Davidson, Inc.

113,200

4,358,200

Hasbro, Inc.

66,804

1,006,235

Mattel, Inc.

157,176

2,072,759

8,001,975

Lodging & Gaming - 0.1%

Harrah's Entertainment, Inc. (a)

39,500

827,031

Shares

Value (Note 1)

Hilton Hotels Corp.

137,800

$ 1,291,875

Marriott International, Inc. Class A

92,900

3,350,206

5,469,112

Publishing - 0.5%

American Greetings Corp. Class A

26,200

497,800

Dow Jones & Co., Inc.

29,700

2,175,525

Gannett Co., Inc.

99,600

5,957,325

Harcourt General, Inc.

22,400

1,218,000

Knight-Ridder, Inc.

32,300

1,717,956

McGraw-Hill Companies, Inc.

74,100

4,001,400

Meredith Corp.

19,200

648,000

The New York Times Co. Class A

65,300

2,579,350

Tribune Co.

116,747

4,086,145

22,881,501

Restaurants - 0.5%

Darden Restaurants, Inc.

50,600

822,250

McDonald's Corp.

499,300

16,445,694

Starbucks Corp. (a)

68,500

2,615,844

Tricon Global Restaurants, Inc. (a)

58,910

1,664,208

Wendy's International, Inc.

46,000

819,375

22,367,371

TOTAL MEDIA & LEISURE

207,923,664

NONDURABLES - 5.4%

Beverages - 1.7%

Adolph Coors Co. Class B

13,200

798,600

Anheuser-Busch Companies, Inc.

168,800

12,607,250

Brown-Forman Corp. Class B (non-vtg.)

22,700

1,220,125

Coca-Cola Enterprises, Inc.

159,300

2,598,581

Seagram Co. Ltd.

165,400

9,719,554

The Coca-Cola Co.

923,900

53,066,506

80,010,616

Foods - 1.7%

Archer-Daniels-Midland Co.

224,928

2,207,106

Bestfoods

105,300

7,292,025

Campbell Soup Co.

159,900

4,657,088

ConAgra, Inc.

183,100

3,490,344

General Mills, Inc.

113,800

4,352,850

H.J. Heinz Co.

133,850

5,855,938

Hershey Foods Corp.

50,700

2,458,950

Kellogg Co.

150,400

4,474,400

Nabisco Group Holdings Corp.

126,500

3,281,094

PepsiCo, Inc.

538,500

23,929,594

Quaker Oats Co.

50,800

3,816,350

Ralston Purina Co.

112,800

2,248,950

Sara Lee Corp.

330,900

6,390,506

Sysco Corp.

124,500

5,244,563

Wm. Wrigley Jr. Co.

43,900

3,520,231

83,219,989

Household Products - 1.5%

Avon Products, Inc.

90,500

4,027,250

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Household Products - continued

Clorox Co.

87,700

$ 3,930,056

Colgate-Palmolive Co.

217,700

13,034,788

Gillette Co.

390,100

13,629,119

International Flavors & Fragrances, Inc.

39,100

1,180,331

Procter & Gamble Co.

491,600

28,144,100

Unilever NV (NY Shares)

214,452

9,221,436

73,167,080

Tobacco - 0.5%

Philip Morris Companies, Inc.

854,500

22,697,656

UST, Inc.

63,900

938,531

23,636,187

TOTAL NONDURABLES

260,033,872

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

147,700

2,668,676

Homestake Mining Co.

92,200

633,875

Newmont Mining Corp.

63,065

1,363,781

Placer Dome, Inc.

122,500

1,150,118

5,816,450

RETAIL & WHOLESALE - 5.4%

Apparel Stores - 0.3%

Gap, Inc.

318,475

9,952,344

The Limited, Inc.

161,480

3,492,005

TJX Companies, Inc.

116,600

2,186,250

15,630,599

Drug Stores - 0.4%

CVS Corp.

146,700

5,868,000

Longs Drug Stores Corp.

14,100

306,675

Rite Aid Corp.

98,700

647,719

Walgreen Co.

376,400

12,115,375

18,937,769

General Merchandise Stores - 2.8%

Consolidated Stores Corp. (a)

39,700

476,400

Costco Wholesale Corp. (a)

167,078

5,513,574

Dillards, Inc. Class A

37,600

460,600

Dollar General Corp.

111,616

2,176,512

Federated Department Stores, Inc. (a)

76,400

2,578,500

JCPenney Co., Inc.

95,500

1,760,781

Kmart Corp. (a)

178,800

1,218,075

Kohls Corp. (a)

122,700

6,825,188

Nordstrom, Inc.

51,200

1,235,200

Sears, Roebuck & Co.

131,700

4,296,713

Target Corp.

164,300

9,529,400

The May Department Stores Co.

125,800

3,019,200

Wal-Mart Stores, Inc.

1,664,900

95,939,863

135,030,006

Shares

Value (Note 1)

Grocery Stores - 0.5%

Albertson's, Inc.

160,681

$ 5,342,643

Great Atlantic & Pacific Tea, Inc.

13,900

231,088

Kroger Co. (a)

314,900

6,947,481

Safeway, Inc. (a)

185,500

8,370,688

SUPERVALU, Inc.

47,600

907,375

Winn-Dixie Stores, Inc.

53,600

767,150

22,566,425

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

19,900

608,194

Bed Bath & Beyond, Inc. (a)

51,700

1,874,125

Best Buy Co., Inc. (a)

76,400

4,832,300

Circuit City Stores, Inc. - Circuit City Group

76,300

2,532,206

Home Depot, Inc.

860,450

42,968,722

Lowe's Companies, Inc.

143,100

5,876,044

Office Depot, Inc. (a)

124,000

775,000

RadioShack Corp.

71,700

3,396,788

Staples, Inc. (a)

176,150

2,708,306

Tiffany & Co., Inc.

22,500

1,518,750

Toys 'R' Us, Inc. (a)

90,500

1,317,906

68,408,341

TOTAL RETAIL & WHOLESALE

260,573,140

SERVICES - 0.6%

Advertising - 0.3%

Interpublic Group of Companies, Inc.

104,900

4,510,700

Omnicom Group, Inc.

66,300

5,904,844

Young & Rubicam, Inc.

26,000

1,486,875

11,902,419

Leasing & Rental - 0.0%

Ryder System, Inc.

28,700

543,506

Printing - 0.0%

Deluxe Corp.

28,900

680,956

R.R. Donnelley & Sons Co.

49,100

1,107,819

1,788,775

Services - 0.3%

Cendant Corp. (a)

260,441

3,646,174

Convergys Corp. (a)

57,700

2,993,188

Dun & Bradstreet Corp.

60,100

1,720,363

Ecolab, Inc.

48,600

1,898,438

H&R Block, Inc.

38,000

1,230,250

National Service Industries, Inc.

15,200

296,400

11,784,813

TOTAL SERVICES

26,019,513

TECHNOLOGY - 32.4%

Communications Equipment - 7.9%

3Com Corp.

129,500

7,462,438

ADC Telecommunications, Inc. (a)

113,000

9,477,875

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Andrew Corp. (a)

33,212

$ 1,114,678

Cabletron Systems, Inc. (a)

67,900

1,714,475

Cisco Systems, Inc. (a)

2,593,900

164,874,769

Comverse Technology, Inc. (a)

54,900

5,105,700

Corning, Inc.

104,600

28,228,925

Lucent Technologies, Inc.

1,224,406

72,546,056

Nortel Networks Corp.

1,103,580

76,553,641

Tellabs, Inc. (a)

151,600

10,375,125

377,453,682

Computer Services & Software - 8.9%

Adobe Systems, Inc.

46,800

6,084,000

America Online, Inc. (a)

858,300

45,275,325

Autodesk, Inc.

22,700

787,406

Automatic Data Processing, Inc.

235,300

12,603,256

BMC Software, Inc. (a)

91,200

3,327,375

Ceridian Corp. (a)

52,400

1,260,875

Citrix Systems, Inc. (a)

67,500

1,278,281

Computer Associates International, Inc.

213,312

10,918,908

Computer Sciences Corp. (a)

62,600

4,675,438

Compuware Corp. (a)

134,700

1,397,513

Electronic Data Systems Corp.

175,900

7,255,875

Equifax, Inc.

52,200

1,370,250

First Data Corp.

156,600

7,771,275

IMS Health, Inc.

115,100

2,071,800

Mercury Interactive Corp. (a)

26,200

2,534,850

Microsoft Corp. (a)

1,961,200

156,896,000

NCR Corp. (a)

36,300

1,413,431

Novell, Inc. (a)

124,300

1,149,775

Oracle Corp. (a)

1,064,550

89,488,734

Parametric Technology Corp. (a)

101,300

1,114,300

Paychex, Inc.

138,525

5,818,050

PeopleSoft, Inc. (a)

101,000

1,691,750

Sabre Holdings Corp. Class A

52,664

1,500,924

Sapient Corp. (a)

21,400

2,288,463

Shared Medical Systems Corp.

9,500

692,906

Siebel Systems, Inc. (a)

76,200

12,463,463

Unisys Corp. (a)

116,600

1,697,988

VERITAS Software Corp. (a)

148,600

16,794,122

Yahoo!, Inc. (a)

201,500

24,960,813

426,583,146

Computers & Office Equipment - 7.1%

Adaptec, Inc. (a)

38,500

875,875

Apple Computer, Inc. (a)

128,000

6,704,000

Compaq Computer Corp.

647,762

16,558,416

Dell Computer Corp. (a)

956,200

47,152,613

EMC Corp. (a)

810,750

62,377,078

Gateway, Inc. (a)

119,100

6,758,925

Hewlett-Packard Co.

373,700

46,665,788

International Business Machines Corp.

662,500

72,585,156

Shares

Value (Note 1)

Lexmark International Group, Inc.
Class A (a)

48,100

$ 3,234,725

Network Appliance, Inc. (a)

116,300

9,362,150

Pitney Bowes, Inc.

99,800

3,992,000

Seagate Technology, Inc. (a)

78,400

4,312,000

Sun Microsystems, Inc. (a)

596,700

54,262,406

Xerox Corp.

250,000

5,187,500

340,028,632

Electronic Instruments - 1.2%

Agilent Technologies, Inc.

169,020

12,465,225

Applied Materials, Inc. (a)

297,800

26,988,125

KLA-Tencor Corp. (a)

68,000

3,982,250

Novellus Systems, Inc. (a)

43,001

2,432,244

PE Corp. - Biosystems Group

78,000

5,138,250

PerkinElmer, Inc.

18,400

1,216,700

Tektronix, Inc.

17,050

1,261,700

Teradyne, Inc. (a)

64,900

4,770,150

Thermo Electron Corp. (a)

57,200

1,204,775

59,459,419

Electronics - 7.2%

Advanced Micro Devices, Inc. (a)

60,200

4,650,450

Altera Corp. (a)

76,200

7,767,638

Analog Devices, Inc. (a)

131,200

9,971,200

Broadcom Corp. Class A (a)

79,300

17,361,744

Conexant Systems, Inc. (a)

81,900

3,982,388

Intel Corp.

1,252,400

167,430,225

Linear Technology Corp.

116,400

7,442,325

LSI Logic Corp. (a)

111,900

6,056,588

Maxim Integrated Products, Inc. (a)

103,800

7,051,913

Micron Technology, Inc. (a)

210,800

18,563,575

Molex, Inc.

73,700

3,546,813

Motorola, Inc.

796,515

23,148,717

National Semiconductor Corp. (a)

64,500

3,660,375

Sanmina Corp. (a)

48,200

4,121,100

Solectron Corp. (a)

222,400

9,313,000

Texas Instruments, Inc.

616,700

42,359,581

Xilinx, Inc. (a)

120,000

9,907,500

346,335,132

Photographic Equipment - 0.1%

Eastman Kodak Co.

118,000

7,021,000

Polaroid Corp.

16,700

301,644

7,322,644

TOTAL TECHNOLOGY

1,557,182,655

TRANSPORTATION - 0.6%

Air Transportation - 0.2%

AMR Corp.

55,300

1,461,994

Delta Air Lines, Inc.

48,200

2,437,113

Southwest Airlines Co.

183,575

3,476,452

US Airways Group, Inc. (a)

26,700

1,041,300

8,416,859

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

160,054

$ 3,671,239

CSX Corp.

81,638

1,729,705

Kansas City Southern Industries, Inc.

39,800

3,529,763

Norfolk Southern Corp.

138,500

2,060,188

Union Pacific Corp.

92,900

3,454,719

14,445,614

Trucking & Freight - 0.1%

FedEx Corp. (a)

109,140

4,147,320

TOTAL TRANSPORTATION

27,009,793

UTILITIES - 9.1%

Cellular - 1.3%

ALLTEL Corp.

117,300

7,265,269

Nextel Communications, Inc. Class A (a)

283,000

17,316,063

QUALCOMM, Inc. (a)

279,800

16,788,000

Sprint Corp. - PCS Group Series 1 (a)

341,400

20,313,300

61,682,632

Electric Utility - 1.6%

AES Corp. (a)

154,400

7,044,500

Ameren Corp.

46,700

1,576,125

American Electric Power Co., Inc.

121,837

3,609,421

Cinergy Corp.

53,613

1,363,781

CMS Energy Corp.

42,800

946,950

Consolidated Edison, Inc.

84,900

2,515,163

Constellation Energy Corp.

51,200

1,667,200

CP&L Energy, Inc.

50,400

1,609,650

Dominion Resources, Inc.

89,557

3,839,756

DTE Energy Co.

57,100

1,745,119

Duke Energy Corp.

140,707

7,932,357

Edison International

124,200

2,546,100

Entergy Corp.

86,000

2,338,125

FirstEnergy Corp.

78,900

1,844,288

Florida Progress Corp.

37,100

1,739,063

FPL Group, Inc.

67,700

3,351,150

GPU, Inc.

40,900

1,106,856

New Century Energies, Inc.

37,800

1,134,000

Niagara Mohawk Holdings, Inc. (a)

67,500

940,781

Northern States Power Co.

46,900

946,794

PECO Energy Co.

63,400

2,555,813

PG&E Corp.

144,000

3,546,000

Pinnacle West Capital Corp.

32,400

1,097,550

PPL Corp.

50,640

1,110,915

Public Service Enterprise Group, Inc.

81,300

2,815,013

Reliant Energy, Inc.

102,322

3,024,894

Southern Co.

242,400

5,650,950

Shares

Value (Note 1)

TXU Corp.

98,500

$ 2,905,750

Unicom Corp.

66,400

2,568,850

75,072,914

Gas - 0.7%

Columbia Energy Group

30,400

1,995,000

Eastern Enterprises Co.

10,100

636,300

El Paso Energy Corp.

85,300

4,344,969

Enron Corp.

278,100

17,937,450

NICOR, Inc.

17,600

574,200

ONEOK, Inc.

11,506

298,437

Peoples Energy Corp.

13,300

430,588

Sempra Energy

75,141

1,277,397

Williams Companies, Inc.

162,400

6,770,050

34,264,391

Telephone Services - 5.5%

AT&T Corp.

1,175,405

37,172,183

Bell Atlantic Corp.

577,578

29,348,182

BellSouth Corp.

704,500

30,029,313

CenturyTel, Inc.

52,300

1,503,625

Global Crossing Ltd. (a)

318,725

8,386,452

GTE Corp.

359,800

22,397,550

Qwest Communications International, Inc. (a)

9,947

494,242

SBC Communications, Inc.

1,275,870

55,181,378

Sprint Corp. - FON Group

326,600

16,656,600

U.S. WEST, Inc.

189,492

16,248,939

WorldCom, Inc. (a)

1,074,655

49,299,798

266,718,262

TOTAL UTILITIES

437,738,199

TOTAL COMMON STOCKS

(Cost $2,899,268,000)

4,695,932,543

U.S. Treasury Obligations - 2.4%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.68%
to 6.25% 7/6/00 to 10/19/00 (b)
(Cost $114,604,574)

-

$ 116,450,000

114,682,780

Cash Equivalents - 0.8%

Shares

Bankers Trust Institutional Daily
Asset Fund, 6.66% (c)
(Cost $39,754,793)

39,754,793

39,754,793

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $3,053,627,367)

4,850,370,116

NET OTHER ASSETS - (1.0)%

(46,355,055)

NET ASSETS - 100%

$ 4,804,015,061

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/Loss

Purchased

274 S&P 500 Stock Index Contracts

Sept. 2000

$ 100,564,851

$ (654,705)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,127,769.

(c) The rate quoted is the annualized daily yield of the fund at
period end.

Other Information

Purchases of securities, other than short-term securities aggregated $222,776,885. Sales of securities, other than short-term securities, aggregated $923,876,945, of which $766,371,542 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $35,507,297 on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $600,789,704 and $561,095,562, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Bankers Trust Company. The commissions paid to these affiliated firms were $0 and $19,320, respectively, for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $38,752,243. The fund received
cash collateral of $39,754,793 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income
tax purposes was $3,058,068,454. Net unrealized appreciation
aggregated $1,792,301,662, of which $2,059,068,748 related to appreciated investment securities and $266,767,086 related to
depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $3,053,627,367) -
See accompanying schedule

$ 4,850,370,116

Cash

810,569

Receivable for investments sold

1,449,070

Receivable for fund shares sold

13,222,207

Dividends receivable

3,661,604

Interest receivable

4,847

Receivable for daily variation on futures contracts

802,951

Total assets

4,870,321,364

Liabilities

Payable for investments purchased

$ 21,169,951

Payable for fund shares redeemed

4,225,085

Accrued management fee

799,398

Other payables and
accrued expenses

357,076

Collateral on securities loaned,
at value

39,754,793

Total liabilities

66,306,303

Net Assets

$ 4,804,015,061

Net Assets consist of:

Paid in capital

$ 2,966,769,627

Undistributed net investment income

23,406,752

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

17,750,423

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,796,088,259

Net Assets

$ 4,804,015,061

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,803,913,226
÷ 29,306,593
shares)

$163.92

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($101,835
÷ 622 shares)

$163.72

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 27,728,094

Interest

2,374,504

Security lending

273,278

Total income

30,375,876

Expenses

Management fee

$ 6,002,485

Transfer agent fees

1,638,175

Distribution fees

116

Accounting fees

331,008

Non-interested trustees' compensation

8,015

Registration fees

59,131

Audit

33,825

Legal

17,261

Miscellaneous

37,818

Total expenses before reductions

8,127,834

Expense reductions

(1,159,409)

6,968,425

Net investment income

23,407,451

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

30,967,239

Foreign currency transactions

53

Futures contracts

(7,060,446)

23,906,846

Change in net unrealized appreciation (depreciation) on:

Investment securities

(91,497,383)

Assets and liabilities in
foreign currencies

215

Futures contracts

(1,826,245)

(93,323,413)

Net gain (loss)

(69,416,567)

Net increase (decrease) in net assets resulting from operations

$ (46,009,116)

Other Information

Expense reductions
FMR reimbursement:

Initial Class

$ 1,138,105

Service Class 2

22

Custodian credits

21,282

$ 1,159,409

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 23,407,451

$ 51,674,088

Net realized gain (loss)

23,906,846

9,155,111

Change in net unrealized appreciation (depreciation)

(93,323,413)

832,662,055

Net increase (decrease) in net assets resulting from operations

(46,009,116)

893,491,254

Distributions to shareholders
From net investment income

(51,736,686)

(39,106,912)

From net realized gain

(22,615,438)

(26,536,833)

Total distributions

(74,352,124)

(65,643,745)

Share transactions - net increase (decrease)

(614,358,389)

938,819,660

Total increase (decrease) in net assets

(734,719,629)

1,766,667,169

Net Assets

Beginning of period

5,538,734,690

3,772,067,521

End of period (including undistributed net investment income of $23,406,752 and $51,598,237, respectively)

$ 4,804,015,061

$ 5,538,734,690

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,611,791

$ 746,908,804

12,455,112

$ 1,868,929,324

Reinvested

477,249

74,350,653

468,884

65,643,745

Redeemed

(8,866,876)

(1,435,720,785)

(6,545,615)

(995,753,409)

Net increase (decrease)

(3,777,836)

$ (614,461,328)

6,378,381

$ 938,819,660

Service Class 2 A
Sold

612

$ 101,469

-

$ -

Reinvested

10

1,470

-

-

Redeemed

-

-

-

-

Net increase (decrease)

622

$ 102,939

-

$ -

Distributions
From net investment income
Initial Class

$ 51,735,663

$ 39,106,912

Service Class 2 A

1,023

-

Total

$ 51,736,686

$ 39,106,912

From net realized gain
Initial Class

$ 22,614,991

$ 26,536,833

Service Class 2 A

447

-

Total

$ 22,615,438

$ 26,536,833

$ 74,352,124

$ 65,643,745

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

$ 56.22

Income from Investment Operations

Net investment income

.76 D

1.64 D

1.65 D

1.80 D

1.04

.85

Net realized and unrealized gain (loss)

(1.85)

26.88

29.70

26.67

15.55

19.72

Total from investment operations

(1.09)

28.52

31.35

28.47

16.59

20.57

Less Distributions

From net investment income

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

(.95)

From net realized gain

(.73)

(.95)

(3.15)

(2.09)

(2.34)

(.11)

In excess of net realized gain

-

-

-

-

-

(.02)

Total distributions

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

(1.08)

Net asset value, end of period

$ 163.92

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Total Return B, C

(0.58)%

20.52%

28.31%

32.83%

22.71%

37.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,803,913

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

$ 245,700

Ratio of expenses to average net assets

.28% A, F

.28% F

.28% F

.28% F

.28% F

.28% F

Ratio of net investment income to average net assets

.94% A

1.09%

1.33%

1.74%

2.26%

2.70%

Portfolio turnover

9% A

8%

4%

9%

14%

16%

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 163.25

Income from Investment Operations

Net investment income D

.52

Net realized and unrealized gain (loss)

2.35 G

Total from investment operations

2.87

Less Distributions

From net investment income

(1.67)

From net realized gain

(.73)

Total distributions

(2.40)

Net asset value, end of period

$ 163.72

Total Return B, C

1.83%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 102

Ratio of expenses to average net assets

.53% A, F

Ratio of net investment income to average net assets

.69% A

Portfolio turnover

9% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class 2

-1.21%

17.77%

S&P 500

7.25%

22.43%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2 on December 31, 1996, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $17,730 - a 77.30% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $20,310 - a
103.10% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

Microsoft Corp.

4.3

Exxon Mobil Corp.

4.2

Fannie Mae

3.9

Intel Corp.

3.8

Cisco Systems, Inc.

3.7

19.9

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

23.2

Finance

18.2

Utilities

10.0

Health

7.0

Energy

6.1

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks and
Equity Futures 90.2%

Short-Term Investments
and Net Other Assets 9.8%



* Foreign investments 6.2%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six- and 12-month periods that ended June 30, 2000, the fund's returns fell short of the -0.42% and 7.25% returns recorded by the Standard & Poor's 500 Index, respectively.

Q. Why did the fund underperform the index during the past six months?

A. At the beginning of the period, one of the primary difficulties was an underweighting in the technology sector. This time period witnessed a speculative bubble in technology shares that finally burst in the spring of 2000, flattening many formerly high-flying technology stocks that had little or no earnings. The fund's emphasis on growth at a reasonable price prevented it from owning many of the best-performing stocks during this period. An overweighting in the finance sector, which faced a stiff headwind in the form of sharply higher interest rates, also undermined performance. Stock selection in the finance sector hurt as well, as a number of the fund's finance holdings detracted significantly from performance.

Q. The Federal Reserve Board raised short-term interest rates three times during the period. Why did you continue to overweight finance stocks, which tend to do poorly when rates rise?

A. Most of the overweighting was accounted for by two mortgage loan providers: Fannie Mae and Freddie Mac. These government-sponsored enterprises (GSEs) tend to be less sensitive to rising interest rates than banks, which I underweighted. Although the share prices of these two holdings did poorly during the period, they did not accurately reflect the earnings outlook, which remained excellent. Unfortunately, the herd instinct took over, and investors appeared to lump Fannie and Freddie with the rate-sensitive segments of the finance sector. Since the spring correction, however, investors have seemed more willing to evaluate stocks on the basis of earnings and other fundamental factors - a potentially positive development for these two stocks.

Q. What stocks did well for the fund?

A. Intel was one of the better performers. The stock firmed because of a shortage of microprocessors and expectations of improving personal computer demand in the second half of 2000. Intel also manufactures memory components for the cellular phone market, which experienced robust growth during the period. Another technology standout, Cisco Systems, has a significant share of the market for the routers used to expand the Internet. Drug giant Eli Lilly also per-
formed well. The company had a very successful test of Zovant, a new drug for treating sepsis, or blood poisoning. In addition, Lilly benefited from greater investor interest in drug stocks, which are thought to offer relatively stable earnings streams in a slowing economy.

Q. What stocks were disappointing?

A. The biggest detractor, Microsoft, received an unfavorable ruling in the federal government's antitrust suit against the company. The ruling may, despite the company's appeals, result in splitting Microsoft into two separate companies. In the consumer nondurables sector, Procter & Gamble fell sharply following a warning from the company that its earnings would fall short of analysts' estimates due, in part, to higher raw materials prices. Freddie Mac and Fannie Mae also made the list of stocks that detracted most from performance. This is a case where I felt that investors missed the boat - for the reasons I gave previously. Because of my strong conviction about these stocks, I used weakness in their prices as an opportunity to add to the fund's positions in them.

Q. What's your outlook, Louis?

A. Higher interest rates have begun to slow the economy, and I believe that more slowing can be expected over the next six to 12 months, as the Federal Reserve Board's series of interest-rate hikes percolates through the economy. While a slowing economy should alleviate concerns about inflation, it might also create a lot more earnings risk. With valuations relatively high, we probably will continue to see stocks punished severely when a company fails to meet earnings estimates. Investing in stocks with attractive growth prospects at reasonable prices is the fund's overall strategy, but finding companies that can deliver stable earnings growth under a variety of economic conditions also will be important in the period just ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; manager, Fidelity Growth & Income II, since 1998; various Fidelity Select Portfolios, 1992-1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co.

181,300

$ 7,580,606

BASIC INDUSTRIES - 0.4%

Packaging & Containers - 0.4%

Ball Corp.

165,401

5,323,845

CONSTRUCTION & REAL ESTATE - 1.2%

Real Estate Investment Trusts - 1.2%

Equity Office Properties Trust

263,600

7,265,475

Equity Residential Properties Trust (SBI)

159,000

7,314,000

14,579,475

DURABLES - 1.8%

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

118,700

9,792,750

Consumer Electronics - 1.0%

General Motors Corp. Class H (a)

139,800

12,267,450

TOTAL DURABLES

22,060,200

ENERGY - 6.1%

Energy Services - 0.8%

Schlumberger Ltd. (NY Shares)

123,700

9,231,113

Oil & Gas - 5.3%

BP Amoco PLC sponsored ADR

232,262

13,137,319

Exxon Mobil Corp.

661,528

51,929,948

65,067,267

TOTAL ENERGY

74,298,380

FINANCE - 18.2%

Banks - 4.2%

Bank of New York Co., Inc.

536,700

24,956,550

Mellon Financial Corp.

316,900

11,547,044

Wachovia Corp.

271,200

14,712,600

51,216,194

Credit & Other Finance - 3.7%

American Express Co.

298,600

15,564,525

Associates First Capital Corp. Class A

1,363,000

30,411,938

45,976,463

Federal Sponsored Credit - 7.3%

Fannie Mae

918,200

47,918,563

Freddie Mac

1,021,132

41,355,846

89,274,409

Insurance - 0.9%

American International Group, Inc.

76,537

8,993,098

PMI Group, Inc.

47,800

2,270,500

11,263,598

Securities Industry - 2.1%

Charles Schwab Corp.

218,150

7,335,294

Shares

Value (Note 1)

Merrill Lynch & Co., Inc.

68,200

$ 7,843,000

Morgan Stanley Dean Witter & Co.

127,200

10,589,400

25,767,694

TOTAL FINANCE

223,498,358

HEALTH - 7.0%

Drugs & Pharmaceuticals - 6.4%

Allergan, Inc.

90,600

6,749,700

Bristol-Myers Squibb Co.

447,100

26,043,575

Eli Lilly & Co.

385,400

38,491,825

Merck & Co., Inc.

91,100

6,980,538

78,265,638

Medical Equipment & Supplies - 0.6%

Baxter International, Inc.

109,500

7,699,219

TOTAL HEALTH

85,964,857

INDUSTRIAL MACHINERY & EQUIPMENT - 4.5%

Electrical Equipment - 2.6%

General Electric Co.

599,700

31,784,100

Industrial Machinery & Equipment - 1.9%

Caterpillar, Inc.

144,700

4,901,713

Ingersoll-Rand Co.

132,400

5,329,100

Tyco International Ltd.

266,720

12,635,860

22,866,673

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

54,650,773

MEDIA & LEISURE - 5.8%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

230,500

9,335,250

EchoStar Communications Corp.
Class A (a)

327,800

10,853,253

Infinity Broadcasting Corp. Class A (a)

408,825

14,896,561

Pegasus Communications Corp. (a)

282,900

13,879,781

48,964,845

Entertainment - 0.7%

Walt Disney Co.

217,800

8,453,363

Publishing - 1.1%

McGraw-Hill Companies, Inc.

256,500

13,851,000

TOTAL MEDIA & LEISURE

71,269,208

NONDURABLES - 3.4%

Foods - 1.1%

Bestfoods

166,700

11,543,975

Nabisco Holdings Corp. Class A

43,800

2,299,500

13,843,475

Household Products - 0.2%

Procter & Gamble Co.

40,300

2,307,175

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Tobacco - 2.1%

Philip Morris Companies, Inc.

941,760

$ 25,015,500

TOTAL NONDURABLES

41,166,150

RETAIL & WHOLESALE - 5.6%

Drug Stores - 0.9%

Walgreen Co.

322,500

10,380,469

General Merchandise Stores - 2.5%

Wal-Mart Stores, Inc.

539,800

31,105,975

Retail & Wholesale, Miscellaneous - 2.2%

Bed Bath & Beyond, Inc. (a)

233,900

8,478,875

Home Depot, Inc.

374,000

18,676,625

27,155,500

TOTAL RETAIL & WHOLESALE

68,641,944

SERVICES - 0.3%

Advertising - 0.3%

Omnicom Group, Inc.

35,100

3,126,094

TECHNOLOGY - 23.2%

Communications Equipment - 6.5%

Cisco Systems, Inc. (a)

715,300

45,466,256

Lucent Technologies, Inc.

72,000

4,266,000

Nokia AB sponsored ADR

260,700

13,018,706

Nortel Networks Corp.

246,000

17,064,640

79,815,602

Computer Services & Software - 6.8%

Adobe Systems, Inc.

53,400

6,942,000

IMS Health, Inc.

595,000

10,710,000

Intuit, Inc. (a)

99,800

4,129,225

Microsoft Corp. (a)

659,100

52,727,994

VERITAS Software Corp. (a)

73,800

8,340,553

82,849,772

Computers & Office Equipment - 3.9%

Compaq Computer Corp.

630,900

16,127,381

EMC Corp. (a)

249,300

19,180,519

Pitney Bowes, Inc.

301,400

12,056,000

47,363,900

Electronics - 6.0%

Intel Corp.

345,500

46,189,031

LSI Logic Corp. (a)

90,600

4,903,725

Micron Technology, Inc. (a)

81,400

7,168,288

Texas Instruments, Inc.

226,200

15,537,113

73,798,157

TOTAL TECHNOLOGY

283,827,431

Shares

Value (Note 1)

UTILITIES - 10.0%

Cellular - 3.6%

Nextel Communications, Inc.
Class A (a)

374,500

$ 22,914,719

Vodafone AirTouch PLC sponsored ADR

524,900

21,750,544

44,665,263

Electric Utility - 0.5%

IPALCO Enterprises, Inc.

302,800

6,093,850

Telephone Services - 5.9%

Allegiance Telecom, Inc. (a)

119,400

7,641,600

AT&T Corp.

235,450

7,446,106

BellSouth Corp.

248,200

10,579,525

NEXTLINK Communications, Inc.
Class A

203,800

7,731,663

Qwest Communications
International, Inc. (a)

137,700

6,841,969

SBC Communications, Inc.

728,530

31,508,923

WorldCom, Inc. (a)

1

23

71,749,809

TOTAL UTILITIES

122,508,922

TOTAL COMMON STOCKS

(Cost $974,550,110)

1,078,496,243

U.S. Treasury Obligations - 0.1%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 5.57% 8/17/00 (c)
(Cost $1,488,940)

$ 1,500,000

1,489,463

Cash Equivalents - 11.9%

Shares

Central Cash Collateral Fund, 6.71% (b)

5,919,200

5,919,200

Taxable Central Cash Fund, 6.59% (b)

140,027,095

140,027,095

TOTAL CASH EQUIVALENTS

(Cost $145,946,295)

145,946,295

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,121,985,345)

1,225,932,001

NET OTHER ASSETS - (0.1)%

(717,905)

NET ASSETS - 100%

$ 1,225,214,096

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

70 S&P 500 Stock Index Contracts

Sept. 2000

$ 25,691,750

$ (194,795)

The face value of futures purchased as a percentage of net assets - 2.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,489,463.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $339,324,728 and $468,732,226, respectively.

The market value of futures contracts opened and closed during the period amounted to $73,545,687 and $48,716,990, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,856 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $6,002,310. The fund received cash collateral of $5,919,200 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,123,779,759. Net unrealized appreciation aggregated $102,152,242, of which $210,748,476 related to appreciated investment securities and $108,596,234 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $1,121,985,345) -
See accompanying schedule

$ 1,225,932,001

Receivable for investments sold

9,778,991

Receivable for fund shares sold

972,216

Dividends receivable

979,605

Interest receivable

739,383

Receivable for daily variation
on futures contracts

176,750

Other receivables

15,747

Total assets

1,238,594,693

Liabilities

Payable for investments purchased

$ 5,986,196

Payable for fund shares redeemed

898,008

Accrued management fee

485,655

Distribution fees payable

13,646

Other payables and
accrued expenses

77,892

Collateral on securities loaned,
at value

5,919,200

Total liabilities

13,380,597

Net Assets

$ 1,225,214,096

Net Assets consist of:

Paid in capital

$ 1,061,452,605

Undistributed net investment income

6,495,495

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

53,514,137

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

103,751,859

Net Assets

$ 1,225,214,096

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,057,884,369
÷
68,340,631 shares)

$15.48

Service Class:
Net Asset Value, offering price
and redemption price per share
($165,011,887
÷
10,707,166 shares)

$15.41

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($2,317,840
÷ 150,497 shares)

$15.40

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 6,835,962

Interest

2,943,179

Security lending

86,077

Total income

9,865,218

Expenses

Management fee

$ 2,904,405

Transfer agent fees

394,900

Distribution fees

64,785

Accounting and security lending fees

148,951

Non-interested trustees' compensation

1,956

Custodian fees and expenses

12,206

Audit

12,783

Legal

5,249

Reports to shareholders

4,672

Miscellaneous

303

Total expenses before reductions

3,550,210

Expense reductions

(82,248)

3,467,962

Net investment income

6,397,256

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

54,093,706

Foreign currency transactions

8,989

Futures contracts

1,057,848

55,160,543

Change in net unrealized appreciation (depreciation) on:

Investment securities

(94,278,054)

Assets and liabilities in
foreign currencies

(2)

Futures contracts

(194,795)

(94,472,851)

Net gain (loss)

(39,312,308)

Net increase (decrease) in net assets resulting from operations

$ (32,915,052)

Other Information

Expense reductions
Directed brokerage arrangements

$ 81,894

Custodian credits

354

$ 82,248

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,397,256

$ 14,349,137

Net realized gain (loss)

55,160,543

94,527,839

Change in net unrealized appreciation (depreciation)

(94,472,851)

5,576,047

Net increase (decrease) in net assets resulting from operations

(32,915,052)

114,453,023

Distributions to shareholders
From net investment income

(14,244,194)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,301)

(22,391,118)

Share transactions - net increase (decrease)

10,338,716

102,753,346

Total increase (decrease) in net assets

(129,782,637)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $6,495,495 and $14,353,340, respectively)

$ 1,225,214,096

$ 1,354,996,733

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,848,084

$ 75,165,202

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(15,652,464)

(244,802,304)

(15,445,916)

(257,900,936)

Net increase (decrease)

(4,455,829)

$ (71,678,956)

2,104,330

$ 29,664,983

Service Class
Sold

4,709,059

$ 72,777,536

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(148,738)

(2,281,362)

(55,277)

(910,981)

Net increase (decrease)

5,161,473

$ 79,735,887

4,405,208

$ 73,088,363

Service Class 2 A
Sold

149,950

$ 2,273,384

-

$ -

Reinvested

550

8,442

-

-

Redeemed

(3)

(41)

-

-

Net increase (decrease)

150,497

$ 2,281,785

-

$ -

Distributions
From net investment income

Initial Class

$ 13,015,418

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,194

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,301

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996 H

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.08 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.47)

1.27

3.54

2.84

(.10)

Total from investment operations

(.39)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.48

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(2.23)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,057,884

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.57% A

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.56% A, G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.06% A

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover

60% A

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.07

.16

.15

.03

Net realized and unrealized gain (loss)

(.47)

1.27

3.50

.49

Total from investment operations

(.40)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.41

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(2.30)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 165,012

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.67% A

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.66% A, G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

.96% A

.98%

1.05%

1.24% A

Portfolio turnover

60% A

58%

66%

81%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
F

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.05

Net realized and unrealized gain (loss)

(.16)

Total from investment operations

(.11)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.40

Total Return B, C

(0.63)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,318

Ratio of expenses to average net assets

.81% A

Ratio of expenses to average net assets after expense reductions

.80% A, E

Ratio of net investment income to average net assets

.82% A

Portfolio turnover

60% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,094,741,303.86

94.882

Against

8,150,336.78

0.707

Abstain

50,895,725.39

4.411

TOTAL

1,153,787,366.03

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,065,660,945.04

92.362

Against

14,930,318.61

1.294

Abstain

73,196,102.38

6.344

TOTAL

1,153,787,366.03

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,052,012,765.56

91.179

Against

14,716,021.72

1.276

Abstain

87,058,578.75

7.545

TOTAL

1,153,787,366.03

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,047,279,358.30

90.769

Against

18,168,639.12

1.575

Abstain

88,339,368.61

7.656

TOTAL

1,153,787,366.03

100.000

PROPOSAL 7

To amend the fundamental investment limitation concerning diversification.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,045,547,591.12

90.619

Against

27,126,923.06

2.351

Abstain

81,112,851.85

7.030

TOTAL

1,153,787,366.03

100.000

PROPOSAL 8

To amend the fundamental limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,041,821,757.51

90.296

Against

27,809,789.09

2.410

Abstain

84,155,819.43

7.294

TOTAL

1,153,787,366.03

100.000

PROPOSAL 9

To amend the fundamental limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

1,042,706,287.48

90.372

Against

26,973,368.78

2.338

Abstain

84,107,709.77

7.290

TOTAL

1,153,787,366.03

100.000

* Denotes trust-wide proposals and voting results.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class 2

-8.34%

14.22%

14.64%

Russell 3000 Value

-8.38%

17.20%

15.03%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2 on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $39,212 - a 292.12% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $40,554 - a 305.54% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.8

Citigroup, Inc.

3.6

Exxon Mobil Corp.

3.4

BP Amoco PLC sponsored ADR

2.6

Viacom, Inc. Class B (non-vtg.)

2.4

15.8

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Finance

24.2

Energy

15.9

Utilities

10.3

Health

7.8

Industrial Machinery & Equipment

7.6

Asset Allocation as of June 30, 2000

% of fund's net assets*

Stocks 96.5%

Bonds 2.1%

Short-Term Investments
and Net Other Assets 1.4%



* Foreign investments 9.7%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Steve Petersen,
Portfolio Manager of
Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2000, the fund outperformed the Russell 3000 Value Index, which returned -3.56%. The fund also outperformed the Russell index's 12-month return of -8.38% for the one-year period ending June 30, 2000.

Q. What helped the fund outperform its benchmark?

A. The most important aspect of the fund's performance relative to the index was the huge swing in technology stock prices and the impact it had. From the beginning of the year through mid-March, technology stocks led the market. That came to an end as the NASDAQ plummeted and was still struggling to recover at the end of the period. The Russell 3000 Value Index, which focuses on companies with value characteristics, closely reflects the fund's investment strategy. However, with a lower weighting in technology stocks than the Russell index, the fund was not as exposed to these wild swings. Consequently, the underweighting in technology stocks helped the fund's relative performance.

Q. How did financial stocks - the fund's largest sector weighting - do?

A. Their performance was mixed. Although fund holding American Express' fundamentals were good, the company, which focuses on high-end travel and entertainment spending, was hurt by the perception of a slowing economy, and its high valuation added to concern about a possible decline in its earnings momentum. Fannie Mae continued to be plagued by Congress' current debate about whether the U.S. government should continue to implicitly guarantee its debt. Fannie Mae also was hurt by higher interest rates. On the positive side, financial companies that earned a higher percentage of their revenues from transactions or asset management businesses did well during the period. Fund holding Citigroup benefited from subsidiary Salomon Smith Barney's strong revenues, and Bank of New York's growing revenues from its successful custody business helped its performance.

Q. Pharmaceutical stocks appeared to come back from their slump last year . . .

A. Yes, they were disappointments last year. The U.S. government had considered providing coverage to Medicare patients for prescription drugs, potentially cutting drug companies' profits. This year, however, an evolving perception of a slowing economy helped pharmaceutical stocks, which are considered to be defensive, to come back strongly. As a result, the fund's pharmaceutical holdings performed very well. Eli Lilly was one example of a strong pharmaceutical stock. The company's performance was boosted by its development of a drug to treat sepsis, an often fatal condition resulting from severe infections. This drug could be a possible source of significant revenues for the company. The company's stock soared following the reports of promising clinical test results. Schering-Plough was another beneficiary of the general recovery in pharmaceutical stock prices.

Q. Which stocks were disappointments?

A. Along with many other companies, AT&T was hurt by announcements that its earnings growth would be lower than expected. Its core business - consumer long-distance telephone service - has been rather flat over the past few years. Prices have declined while competition has increased. Honeywell's expectations for earnings growth also slipped. This multi-industry company saw a softening in a couple of its business lines, and its performance slumped. SBC Communications, a telephone company specializing in local service, also announced slower-than-expected earnings growth, and its stock performance suffered.

Q. What's your near-term outlook, Steve?

A. The big question is how much the economy will slow. If it strengthens once again, showing the last couple of months to be an anomaly, it would cause more worry about increasingly drastic steps the Federal Reserve Board could take - such as increasing interest rates significantly - to slow the economy, potentially causing a recession. On the other hand, if the Fed's tightening moves have been sufficient to slow the economy and reduce expectations for growth, perhaps even causing a bit of a correction in technology stocks, the market would probably perceive that as a very positive scenario. No matter what scenario evolves, I will continue to invest in what I believe to be the cheapest part of the market. I'm focusing on finding very solid companies, looking for good value and strong dividend yields. Although this area could remain out of favor for some time, there are still some terrific opportunities in this universe, and I'll continue to search for them.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2000, more than $9.9 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.5%

Aerospace & Defense - 3.2%

Boeing Co.

1,678,000

$ 70,161,375

Honeywell International, Inc.

1,758,825

59,250,417

Rockwell International Corp.

592,100

18,651,150

Textron, Inc.

1,515,000

82,283,438

United Technologies Corp.

1,466,300

86,328,413

316,674,793

Ship Building & Repair - 0.3%

General Dynamics Corp.

505,700

26,422,825

TOTAL AEROSPACE & DEFENSE

343,097,618

BASIC INDUSTRIES - 4.7%

Chemicals & Plastics - 2.5%

Arch Chemicals, Inc.

292,600

6,400,625

Celanese AG

151,110

2,911,858

Crompton Corp.

1,090,651

13,360,475

Dow Chemical Co.

820,200

24,759,788

E.I. du Pont de Nemours and Co.

609,449

26,663,394

Engelhard Corp.

557,500

9,512,344

Great Lakes Chemical Corp.

1,060,100

33,393,150

Hercules Trust II unit

15,700

8,713,500

Hercules, Inc.

856,100

12,038,906

IMC Global, Inc.

1,626,800

21,148,400

M.A. Hanna Co.

979,200

8,812,800

Millennium Chemicals, Inc.

749,200

12,736,400

Olin Corp.

712,700

11,759,550

Praxair, Inc.

446,900

16,730,819

Rohm & Haas Co.

122,300

4,219,350

Solutia, Inc.

1,249,300

17,177,875

Union Carbide Corp.

376,200

18,621,900

248,961,134

Iron & Steel - 0.5%

Allegheny Technologies, Inc.

782,050

14,076,900

Dofasco, Inc.

749,800

12,332,070

Nucor Corp.

628,100

20,845,069

47,254,039

Metals & Mining - 0.9%

Alcoa, Inc.

2,308,216

66,938,264

Phelps Dodge Corp.

556,500

20,694,844

Ryerson Tull, Inc.

753,323

7,815,726

95,448,834

Packaging & Containers - 0.2%

Ball Corp.

387,075

12,458,977

Owens-Illinois, Inc. (a)

700,700

8,189,431

20,648,408

Paper & Forest Products - 0.6%

Bowater, Inc.

798,600

35,238,225

International Paper Co.

165,910

4,946,192

Shares

Value (Note 1)

Pentair, Inc.

236,600

$ 8,399,300

Smurfit-Stone Container Corp. (a)

755,400

9,725,775

58,309,492

TOTAL BASIC INDUSTRIES

470,621,907

CONSTRUCTION & REAL ESTATE - 1.4%

Building Materials - 0.4%

Fortune Brands, Inc.

805,700

18,581,456

Masco Corp.

1,265,800

22,863,513

41,444,969

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

109,600

3,760,650

Crescent Real Estate Equities Co.

810,400

16,613,200

Duke-Weeks Realty Corp.

434,622

9,724,667

Equity Office Properties Trust

524,500

14,456,531

Equity Residential Properties Trust (SBI)

649,500

29,877,000

Public Storage, Inc.

609,700

14,289,844

Spieker Properties, Inc.

277,000

12,742,000

101,463,892

TOTAL CONSTRUCTION & REAL ESTATE

142,908,861

DURABLES - 2.4%

Autos, Tires, & Accessories - 1.2%

AutoNation, Inc.

642,800

4,539,775

Eaton Corp.

428,300

28,696,100

Goodyear Tire & Rubber Co.

407,100

8,142,000

Johnson Controls, Inc.

333,600

17,117,850

Meritor Automotive, Inc.

408,600

4,494,600

Navistar International Corp. (a)

387,600

12,039,825

Pep Boys-Manny, Moe & Jack

662,100

3,972,600

TRW, Inc.

801,700

34,773,738

113,776,488

Consumer Durables - 0.9%

Minnesota Mining & Manufacturing Co.

682,500

56,306,250

Snap-On, Inc.

1,102,000

29,340,750

85,647,000

Consumer Electronics - 0.1%

Black & Decker Corp.

252,600

9,930,338

General Motors Corp. Class H (a)

43,086

3,780,797

13,711,135

Home Furnishings - 0.2%

Newell Rubbermaid, Inc.

822,067

21,168,225

Textiles & Apparel - 0.0%

Kellwood Co.

85,800

1,812,525

TOTAL DURABLES

236,115,373

ENERGY - 15.7%

Energy Services - 2.3%

Baker Hughes, Inc.

1,817,400

58,156,800

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Services - continued

Halliburton Co.

2,882,900

$ 136,036,844

Schlumberger Ltd. (NY Shares)

409,500

30,558,938

224,752,582

Oil & Gas - 13.4%

Amerada Hess Corp.

246,500

15,221,375

Anadarko Petroleum Corp.

587,900

28,990,819

BP Amoco PLC sponsored ADR

4,538,242

256,694,313

Burlington Resources, Inc.

1,192,100

45,597,825

Chevron Corp.

1,280,171

108,574,503

Conoco, Inc.:

Class A

721,200

15,866,400

Class B

1,931,915

47,452,662

Exxon Mobil Corp.

4,334,118

340,228,263

Occidental Petroleum Corp.

985,000

20,746,563

Royal Dutch Petroleum Co. (NY Shares)

1,968,600

121,191,938

Santa Fe Snyder Corp. (a)

1,336,203

15,199,309

Tosco Corp.

449,800

12,734,963

TotalFinaElf SA:

Class B

448,000

68,992,001

sponsored ADR

2,183,396

167,712,105

Ultramar Diamond Shamrock Corp.

713,600

17,706,200

Union Pacific Resources Group, Inc.

645,500

14,201,000

USX - Marathon Group

1,621,100

40,628,819

1,337,739,058

TOTAL ENERGY

1,562,491,640

FINANCE - 23.5%

Banks - 10.2%

Bank of America Corp.

2,935,590

126,230,370

Bank of New York Co., Inc.

4,579,000

212,923,500

Bank One Corp.

1,119,438

29,735,072

Chase Manhattan Corp.

2,924,450

134,707,478

Comerica, Inc.

1,601,800

71,880,775

Firstar Corp.

138,900

2,925,581

FleetBoston Financial Corp.

2,006,200

68,210,800

Mellon Financial Corp.

2,266,900

82,600,169

National Bank of Canada

2,476,636

36,969,710

PNC Financial Services Group, Inc.

233,000

10,921,875

U.S. Bancorp

2,928,094

56,365,810

Wachovia Corp.

442,500

24,005,625

Wells Fargo & Co.

3,967,200

153,729,000

1,011,205,765

Credit & Other Finance - 7.2%

American Express Co.

3,251,616

169,490,484

Associates First Capital Corp. Class A

3,623,656

80,852,825

Shares

Value (Note 1)

Citigroup, Inc.

5,969,898

$ 359,686,355

Household International, Inc.

2,527,647

105,055,328

715,084,992

Federal Sponsored Credit - 2.7%

Fannie Mae

4,308,800

224,865,500

Freddie Mac

762,900

30,897,450

SLM Holding Corp.

412,700

15,450,456

271,213,406

Insurance - 2.5%

Ace Ltd.

1,474,100

41,274,800

American International Group, Inc.

315,900

37,118,250

Everest Re Group Ltd.

96,800

3,182,300

Hartford Financial Services Group, Inc.

1,691,600

94,623,875

Highlands Insurance Group, Inc. (a)

371,100

3,479,063

Protective Life Corp.

180,700

4,811,138

The Chubb Corp.

382,500

23,523,750

The St. Paul Companies, Inc.

374,200

12,769,575

UnumProvident Corp.

1,063,700

21,340,481

XL Capital Ltd. Class A

180,700

9,780,388

251,903,620

Savings & Loans - 0.2%

TCF Financial Corp.

573,000

14,718,938

Securities Industry - 0.7%

Franklin Resources, Inc.

243,700

7,402,388

Morgan Stanley Dean Witter & Co.

410,600

34,182,450

Nomura Securities Co. Ltd.

1,061,000

25,969,582

Waddell & Reed Financial, Inc. Class B

94,498

2,746,348

70,300,768

TOTAL FINANCE

2,334,427,489

HEALTH - 7.8%

Drugs & Pharmaceuticals - 5.8%

Bristol-Myers Squibb Co.

2,457,400

143,143,550

Eli Lilly & Co.

2,053,000

205,043,375

Merck & Co., Inc.

1,595,700

122,270,513

Schering-Plough Corp.

2,129,530

107,541,265

577,998,703

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,616,600

72,039,738

Becton, Dickinson & Co.

680,800

19,530,450

Cardinal Health, Inc.

481,100

35,601,400

127,171,588

Medical Facilities Management - 0.7%

HCA - The Healthcare Co.

2,259,150

68,621,681

TOTAL HEALTH

773,791,972

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 7.4%

Electrical Equipment - 4.2%

General Electric Co.

7,160,900

$ 379,527,680

Siemens AG

253,900

38,268,849

417,796,529

Industrial Machinery & Equipment - 3.2%

Caterpillar, Inc.

1,009,800

34,206,975

CNH Global NV

506,200

4,682,350

Deere & Co.

1,258,250

46,555,250

Ingersoll-Rand Co.

799,500

32,179,875

ITT Industries, Inc.

218,600

6,639,975

Kennametal, Inc.

500,708

10,733,928

Parker-Hannifin Corp.

641,100

21,957,675

The Stanley Works

293,700

6,975,375

Tyco International Ltd.

3,208,246

151,990,654

315,922,057

Pollution Control - 0.0%

Republic Services, Inc. Class A (a)

341,200

5,459,200

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

739,177,786

MEDIA & LEISURE - 5.8%

Broadcasting - 1.4%

Clear Channel Communications, Inc. (a)

123,500

9,262,500

MediaOne Group, Inc. (a)

636,110

42,182,840

Time Warner, Inc.

1,167,754

88,749,334

140,194,674

Entertainment - 2.9%

Fox Entertainment Group, Inc.
Class A (a)

721,700

21,921,638

Mandalay Resort Group (a)

534,500

10,690,000

Viacom, Inc. Class B (non-vtg.) (a)

3,482,118

237,436,921

Walt Disney Co.

586,900

22,779,056

292,827,615

Lodging & Gaming - 0.6%

Harrah's Entertainment, Inc. (a)

424,500

8,887,969

Starwood Hotels & Resorts
Worldwide, Inc. unit

1,465,981

47,736,006

56,623,975

Publishing - 0.4%

Reader's Digest Association, Inc.
Class A (non-vtg.)

953,200

37,889,700

Restaurants - 0.5%

McDonald's Corp.

1,562,400

51,461,550

TOTAL MEDIA & LEISURE

578,997,514

NONDURABLES - 3.6%

Beverages - 0.1%

Brown-Forman Corp. Class B (non-vtg.)

147,800

7,944,250

Shares

Value (Note 1)

Foods - 0.7%

Nabisco Group Holdings Corp.

967,700

$ 25,099,719

Nabisco Holdings Corp. Class A

779,200

40,908,000

66,007,719

Household Products - 1.8%

Avon Products, Inc.

915,600

40,744,200

Clorox Co.

649,300

29,096,756

Dial Corp.

624,300

6,477,113

Gillette Co.

769,200

26,873,925

International Flavors & Fragrances, Inc.

244,600

7,383,863

Procter & Gamble Co.

438,400

25,098,400

Unilever NV (NY Shares)

241,485

10,383,855

Unilever PLC

6,090,714

38,257,265

184,315,377

Tobacco - 1.0%

Philip Morris Companies, Inc.

3,741,200

99,375,625

TOTAL NONDURABLES

357,642,971

RETAIL & WHOLESALE - 2.5%

Apparel Stores - 0.9%

Charming Shoppes, Inc. (a)

612,800

3,121,450

Footstar, Inc. (a)

206,300

6,859,475

The Limited, Inc.

2,635,400

56,990,525

TJX Companies, Inc.

1,362,300

25,543,125

Venator Group, Inc. (a)

221,300

2,268,325

94,782,900

General Merchandise Stores - 1.6%

Ames Department Stores, Inc.

203,500

1,577,125

Consolidated Stores Corp. (a)

2,020,156

24,241,875

Federated Department Stores, Inc. (a)

1,102,700

37,216,125

Hudson's Bay Co. (e)

302,500

3,207,869

JCPenney Co., Inc.

328,100

6,049,344

Target Corp.

870,700

50,500,600

Wal-Mart Stores, Inc.

608,600

35,070,575

157,863,513

TOTAL RETAIL & WHOLESALE

252,646,413

SERVICES - 1.3%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,367,000

R.R. Donnelley & Sons Co.

535,300

12,077,706

15,444,706

Services - 1.1%

ACNielsen Corp. (a)

750,100

16,502,200

Brascan Corp. Class A (ltd. vtg.)

2,699,800

31,730,172

Dun & Bradstreet Corp.

134,300

3,844,338

H&R Block, Inc.

1,073,800

34,764,275

Per-Se Technologies, Inc. (a)

9,540

89,438

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

$ 0

Viad Corp.

775,800

21,140,550

108,070,973

TOTAL SERVICES

123,515,679

TECHNOLOGY - 3.5%

Communications Equipment - 0.1%

Nortel Networks Corp.

122,804

8,518,724

Computer Services & Software - 0.9%

IMS Health, Inc.

891,500

16,047,000

Microsoft Corp. (a)

196,400

15,712,000

NCR Corp. (a)

683,800

26,625,463

Sabre Holdings Corp. Class A

145,116

4,135,806

Unisys Corp. (a)

2,059,717

29,994,629

92,514,898

Computers & Office Equipment - 2.1%

Compaq Computer Corp.

2,037,300

52,078,481

Hewlett-Packard Co.

157,800

19,705,275

International Business Machines Corp.

567,400

62,165,763

Pitney Bowes, Inc.

1,582,000

63,280,000

Xerox Corp.

463,100

9,609,325

206,838,844

Electronic Instruments - 0.3%

Thermo Electron Corp. (a)

1,295,400

27,284,363

Photographic Equipment - 0.1%

Eastman Kodak Co.

257,200

15,303,400

TOTAL TECHNOLOGY

350,460,229

TRANSPORTATION - 1.2%

Air Transportation - 0.2%

AMR Corp.

371,000

9,808,313

Southwest Airlines Co.

435,000

8,237,813

18,046,126

Railroads - 1.0%

Burlington Northern Santa Fe Corp.

2,998,700

68,782,681

CSX Corp.

559,200

11,848,050

Union Pacific Corp.

409,400

15,224,563

95,855,294

TOTAL TRANSPORTATION

113,901,420

UTILITIES - 9.2%

Cellular - 0.1%

AT&T Corp. - Wireless Group

453,300

12,635,738

Electric Utility - 2.4%

Allegheny Energy, Inc.

1,148,700

31,445,663

Shares

Value (Note 1)

American Electric Power Co., Inc.

997,100

$ 29,539,088

Cinergy Corp.

415,000

10,556,563

DPL, Inc.

168,354

3,693,266

Entergy Corp.

3,187,300

86,654,719

IPALCO Enterprises, Inc.

431,500

8,683,938

Niagara Mohawk Holdings, Inc. (a)

1,682,100

23,444,269

NRG Energy, Inc.

308,800

5,635,600

PG&E Corp.

1,551,878

38,214,996

237,868,102

Telephone Services - 6.7%

AT&T Corp.

4,236,400

133,976,150

Bell Atlantic Corp.

1,266,240

64,340,820

BellSouth Corp.

2,151,399

91,703,382

GTE Corp.

1,087,100

67,671,975

Pathnet, Inc. warrants 4/15/08 (a)(e)

510

5,100

SBC Communications, Inc.

5,353,193

231,525,597

U.S. WEST, Inc.

189,300

16,232,475

WorldCom, Inc. (a)

1,309,716

60,083,199

665,538,698

TOTAL UTILITIES

916,042,538

TOTAL COMMON STOCKS

(Cost $7,320,124,457)

9,295,839,410

Preferred Stocks - 3.0%

Convertible Preferred Stocks - 3.0%

BASIC INDUSTRIES - 0.2%

Chemicals & Plastics - 0.1%

Monsanto Co. $1.625 ACES

283,800

12,966,113

Paper & Forest Products - 0.1%

Georgia-Pacific Corp. $3.75 PEPS

314,100

9,854,888

TOTAL BASIC INDUSTRIES

22,821,001

ENERGY - 0.2%

Oil & Gas - 0.2%

Apache Corp. $2.015 ACES

183,100

9,349,635

The Coastal Corp. $1.20 PRIDES

368,900

11,938,711

21,288,346

FINANCE - 0.7%

Credit & Other Finance - 0.4%

Federal-Mogul Financing Trust $3.50

490,300

10,725,313

Union Pacific Capital Trust:

$3.125

403,200

15,926,400

$3.125 TIDES (e)

384,500

15,187,750

41,839,463

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

FINANCE - continued

Insurance - 0.3%

Ace Ltd. $4.125 PRIDES

225,800

$ 14,126,725

MetLife, Inc. $4.00

225,800

15,523,750

29,650,475

TOTAL FINANCE

71,489,938

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Electrical Equipment - 0.1%

Loral Space & Communications Ltd. Series C:

$3.00 (e)

183,200

4,122,000

$3.00

208,700

4,695,750

8,817,750

Industrial Machinery & Equipment - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,188,522

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,006,272

MEDIA & LEISURE - 0.9%

Broadcasting - 0.6%

Cox Communications, Inc.:

$2.27 PRIDES

159,500

9,884,215

$6.858 PRIZES

146,000

16,078,250

MediaOne Group, Inc.
(Vodafone AirTouch PLC):

$3.04 PIES

317,100

12,763,275

$3.63 PIES

249,900

22,491,000

61,216,740

Entertainment - 0.1%

Premier Parks, Inc. $4.05 PIES

273,300

11,956,875

Publishing - 0.2%

Readers Digest Automatic Common Exchange Securities Trust $1.93 TRACES

464,700

16,409,951

TOTAL MEDIA & LEISURE

89,583,566

NONDURABLES - 0.3%

Beverages - 0.3%

Seagram Co. Ltd. $3.76 ACES

473,400

25,001,674

RETAIL & WHOLESALE - 0.0%

General Merchandise Stores - 0.0%

Kmart Financing I $3.875

100,000

3,643,750

UTILITIES - 0.5%

Electric Utility - 0.3%

Alliant Energy Resources, Inc. $4.91 (e)

52,700

3,642,888

Shares

Value (Note 1)

NiSource, Inc. $3.875 PIES

299,300

$ 11,148,925

TXU Corp. $1.6575 PRIDES

398,400

13,844,400

28,636,213

Gas - 0.2%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

484,900

14,910,675

TOTAL UTILITIES

43,546,888

TOTAL CONVERTIBLE PREFERRED STOCKS

296,381,435

Nonconvertible Preferred Stocks - 0.0%

CONSTRUCTION & REAL ESTATE - 0.0%

Real Estate Investment Trusts - 0.0%

California Federal Preferred
Capital Corp. $2.2812

31,590

671,288

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

CSC Holdings, Inc. 11.125% pay-in-kind

23,622

2,468,499

Publishing - 0.0%

PRIMEDIA, Inc. 8.625%

6,123

520,455

TOTAL MEDIA & LEISURE

2,988,954

TOTAL NONCONVERTIBLE PREFERRED STOCKS

3,660,242

TOTAL PREFERRED STOCKS

(Cost $317,222,517)

300,041,677

Corporate Bonds - 2.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.7%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP
8.3% 7/1/01

Ba2

$ 27,985,000

36,363,009

DURABLES - 0.1%

Consumer Electronics - 0.1%

Sunbeam Corp.
0% 3/25/18 (e)

Caa2

60,290,000

9,344,950

FINANCE - 0.0%

Insurance - 0.0%

Loews Corp.
3.125% 9/15/07

A2

4,320,000

3,591,000

MEDIA & LEISURE - 0.6%

Broadcasting - 0.1%

Cox Communications, Inc. 1% 4/19/20

Baa3

26,600,000

13,815,508

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

Publishing - 0.5%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

$ 42,720,000

$ 47,448,250

TOTAL MEDIA & LEISURE

61,263,758

NONDURABLES - 0.0%

Foods - 0.0%

Chiquita Brands International, Inc.
7% 3/28/01

B3

820,000

721,600

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

Softkey International, Inc. 5.5% 11/1/00 (e)

-

1,340,000

1,313,200

Computers & Office Equipment - 0.1%

Quantum Corp.
7% 8/1/04

B2

7,730,000

6,097,038

Electronics - 0.1%

Solectron Corp.
0% 5/8/20

BBB

13,410,000

8,548,875

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

7,770,000

7,187,250

15,736,125

TOTAL TECHNOLOGY

23,146,363

UTILITIES - 0.4%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (e)

B1

13,390,000

13,858,650

Telephone Services - 0.3%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

13,380,000

12,117,263

Telefonos de Mexico SA de CV 4.25% 6/15/04

Baa3

9,430,000

12,659,775

24,777,038

TOTAL UTILITIES

38,635,688

TOTAL CONVERTIBLE BONDS

173,066,368

Nonconvertible Bonds - 0.4%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

1,340,000

1,326,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co.
11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,641,600

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Macsaver Financial Services, Inc.
7.875% 8/1/03

Ba2

1,000,000

620,000

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,550,000

1,418,250

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

950,000

826,500

7.875% 1/1/09

Ba2

1,065,000

905,250

1,731,750

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Adelphia Communications Corp. 9.875% 3/1/07

B1

2,425,000

2,303,750

Century Communications Corp. Series B,
0% 1/15/08

B1

440,000

180,400

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.625% 4/1/09

B2

1,340,000

1,182,550

NTL Communications Corp. 11.5% 10/1/08

B3

4,140,000

4,171,050

Telewest PLC 0% 10/1/07 (d)

B1

2,265,000

2,163,075

United Pan-Europe Communications NV 10.875% 11/1/07

B2

2,380,000

2,142,000

12,142,825

Entertainment - 0.0%

Regal Cinemas, Inc. 8.875% 12/15/10

Ca

2,340,000

561,600

Lodging & Gaming - 0.0%

HMH Properties, Inc. 7.875% 8/1/08

Ba2

230,000

205,275

Restaurants - 0.0%

Domino's, Inc.
10.375% 1/15/09

B3

1,020,000

946,050

TOTAL MEDIA & LEISURE

13,855,750

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

PSINet, Inc.
10.5% 12/1/06

B3

$ 1,335,000

$ 1,228,200

UTILITIES - 0.2%

Cellular - 0.1%

Nextel
Communications, Inc.:

0% 10/31/07 (d)

B1

3,765,000

2,804,925

12% 11/1/08

B1

1,410,000

1,505,175

4,310,100

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

1,335,000

1,308,300

McLeodUSA, Inc.
9.5% 11/1/08

B1

910,000

887,250

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,780,000

2,606,250

Pathnet, Inc.
12.25% 4/15/08

-

510,000

285,600

Rhythms NetConnections, Inc. 12.75% 4/15/09

B3

1,670,000

1,135,600

WinStar
Communications, Inc.:

0% 4/15/10 (d)(e)

B3

1,449,000

673,785

12.75% 4/15/10 (e)

B3

4,031,000

3,889,915

10,786,700

TOTAL UTILITIES

15,096,800

TOTAL NONCONVERTIBLE BONDS

36,918,950

TOTAL CORPORATE BONDS

(Cost $193,683,286)

209,985,318

Cash Equivalents - 1.0%

Shares

Central Cash Collateral Fund, 6.71% (c)

1,698,015

1,698,015

Taxable Central Cash Fund, 6.59% (c)

94,619,327

94,619,327

TOTAL CASH EQUIVALENTS

(Cost $96,317,342)

96,317,342

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $7,927,347,602)

9,902,183,747

NET OTHER ASSETS - 0.4%

41,016,147

NET ASSETS - 100%

$ 9,943,199,894

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $62,433,357 or 0.6% of
net assets.

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $990,959,058 and $2,056,546,197, respectively.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $119,617 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,591,025. The fund received cash collateral of $1,698,015 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate was 5.86%. Interest expense includes $171,586 paid under the interfund lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $13,171,318. The weighted average interest rate was 6.09%. Interest expense includes $49,044 paid under the bank borrowing program.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $7,931,739,825. Net unrealized appreciation aggregated $1,970,443,922, of which $2,830,722,007 related to appreciated investment securities and $860,278,085 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $7,927,347,602) -
See accompanying schedule

$ 9,902,183,747

Cash

80,267

Receivable for investments sold

46,351,579

Receivable for fund shares sold

3,306,224

Dividends receivable

18,707,830

Interest receivable

3,548,270

Other receivables

639,455

Total assets

9,974,817,372

Liabilities

Payable for investments purchased

$ 16,883,268

Payable for fund shares redeemed

8,328,602

Accrued management fee

4,071,933

Distribution fees payable

43,292

Other payables and
accrued expenses

592,368

Collateral on securities loaned,
at value

1,698,015

Total liabilities

31,617,478

Net Assets

$ 9,943,199,894

Net Assets consist of:

Paid in capital

$ 7,592,710,655

Undistributed net investment income

94,996,781

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

280,716,353

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,974,776,105

Net Assets

$ 9,943,199,894

Initial Class:
Net Asset Value, offering price
and redemption price per share ($9,442,871,134
÷
412,176,524 shares)

$22.91

Service Class:
Net Asset Value, offering price
and redemption price per share
($488,634,853
÷
21,378,754 shares)

$22.86

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,693,907
÷ 511,954 shares)

$22.84

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 114,821,549

Interest

7,423,512

Security lending

109,307

Total income

122,354,368

Expenses

Management fee

$ 24,432,214

Transfer agent fees

3,355,035

Distribution fees

226,077

Accounting and security lending fees

443,177

Non-interested trustees' compensation

25,855

Custodian fees and expenses

117,627

Registration fees

1,500

Audit

39,228

Legal

42,473

Interest

220,630

Miscellaneous

59,950

Total expenses before reductions

28,963,766

Expense reductions

(585,247)

28,378,519

Net investment income

93,975,849

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

290,121,682

Foreign currency transactions

(169,714)

289,951,968

Change in net unrealized appreciation (depreciation) on:

Investment securities

(725,820,111)

Assets and liabilities in
foreign currencies

(72,517)

(725,892,628)

Net gain (loss)

(435,940,660)

Net increase (decrease) in net assets resulting from operations

$ (341,964,811)

Other Information

Expense reductions
Directed brokerage arrangements

$ 583,627

Custodian credits

1,620

$ 585,247

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended June 30, 2000 (Unaudited)

Year ended December 31,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 93,975,849

$ 185,905,580

Net realized gain (loss)

289,951,968

697,598,663

Change in net unrealized appreciation (depreciation)

(725,892,628)

(178,860,281)

Net increase (decrease) in net assets resulting from operations

(341,964,811)

704,643,962

Distributions to shareholders
From net investment income

(185,023,672)

(170,985,891)

From net realized gain

(697,715,914)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(283,718,779)

(339,122,770)

Total increase (decrease) in net assets

(1,508,423,176)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $94,996,781 and $185,982,649, respectively)

$ 9,943,199,894

$ 11,451,623,070

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,194,962

$ 468,135,483

41,506,315

$ 1,076,558,536

Reinvested

38,143,294

847,544,035

22,601,688

537,468,103

Redeemed

(74,517,854)

(1,710,461,582)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(16,179,598)

$ (394,782,064)

(20,522,668)

$ (549,152,609)

Service Class
Sold

4,641,894

107,791,908

8,201,124

211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(1,892,879)

(43,575,460)

(507,589)

(13,012,407)

Net increase (decrease)

4,334,978

$ 99,393,101

8,177,180

$ 210,029,839

Service Class 2 A
Sold

523,075

$ 11,931,422

-

$ -

Reinvested

852

18,898

-

-

Redeemed

(11,973)

(280,136)

-

-

Net increase (decrease)

511,954

$ 11,670,184

-

$ -

Distributions
From net investment income
Initial Class

$ 177,777,529

$ 167,408,106

Service Class

7,242,252

3,577,785

Service Class 2 A

3,891

-

Total

$ 185,023,672

$ 170,985,891

From net realized gain
Initial Class

$ 669,766,506

$ 370,059,997

Service Class

27,934,401

7,908,787

Service Class 2 A

15,007

-

Total

$ 697,715,914

$ 377,968,784

$ 882,739,586

$ 548,954,675

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

$ 15.35

Income from Investment Operations

Net investment income

.21 D

.41 D

.38 D

.36 D

.35

.41

Net realized and unrealized gain (loss)

(.96)

1.10

2.31

5.06

2.30

4.69

Total from investment operations

(.75)

1.51

2.69

5.42

2.65

5.10

Less Distributions

From net investment income

(.43)

(.38)

(.34)

(.36)

(.03)

(.40)

From net realized gain

(1.62)

(.84)

(1.21)

(1.81)

(.86)

(.78)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

(1.18)

Net asset value, end of period

$ 22.91

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Total Return B, C

(2.67)%

6.33%

11.63%

28.11%

14.28%

35.09%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,442,871

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

$ 4,879,435

Ratio of expenses to average net assets

.56% A

.57%

.58%

.58%

.58%

.61%

Ratio of expenses to average net assets after
expense reductions

.55% A, F

.56% F

.57% F

.57% F

.56% F

.61%

Ratio of net investment income to average net assets

1.83% A

1.57%

1.58%

1.65%

1.97%

2.56%

Portfolio turnover

19% A

27%

28%

44%

186%

87%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.20

.38

.36

.05

Net realized and unrealized gain (loss)

(.96)

1.11

2.31

.78

Total from investment operations

(.76)

1.49

2.67

.83

Less Distributions

From net investment income

(.42)

(.38)

(.34)

-

From net realized gain

(1.62)

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 22.86

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(2.72)%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 488,635

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66% A

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% A, F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.73% A

1.47%

1.51%

1.63% A

Portfolio turnover

19% A

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.17

Net realized and unrealized gain (loss)

(.47)

Total from investment operations

(.30)

Less Distributions

From net investment income

(.42)

From net realized gain

(1.62)

Total distributions

(2.04)

Net asset value, end of period

$ 22.84

Total Return B, C

(0.95)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,694

Ratio of expenses to average net assets

.82% A

Ratio of expenses to average net assets after expense reductions

.80% A, F

Ratio of net investment income to average net assets

1.58% A

Portfolio turnover

19% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflects a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five years and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class 2

-0.63%

11.76%

12.09%

Fidelity Balanced 60/40 Composite

6.44%

16.78%

18.45%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $18,723 - an 87.23% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,970 - a 249.70% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,114 - a 51.14% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $25,352 - a 153.52% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

3.6

Cisco Systems, Inc.

2.3

Intel Corp.

1.7

Exxon Mobil Corp.

1.4

Pfizer, Inc.

1.3

10.3

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Technology

20.0

Finance

10.4

Utilities

9.2

Media & Leisure

7.8

Health

6.4

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stocks 57.2%

Bonds 40.7%

Short-Term Investments
and Net Other Assets 2.1%



* Foreign investments 6.4%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Fund Talk: The Managers' Overview

(automated graphic)   (automated graphic)   

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six- and 12-month periods that ended June 30, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned 1.45% and 6.44%, respectively, during these time frames.

Q. Why did the fund trail its benchmark during the
six-month period?

J.A. Having an average underweighting in technology hurt during the sector's impressive run-up early in the period. The fund's underexposure to tech was double trouble in the sense that most other areas of the market in which the fund was invested had a difficult period. So, even though the technology group corrected sharply in the spring - as the market turned elsewhere for growth - it was up so much in the first half that, for all intents and purposes, our fate was sealed.

Q. What were some of your strategies and how did they influence performance?

J.A. I maintained an emphasis on equities during the market's upturn, adding convertible securities in lieu of pure stocks. I used convertibles as an indirect, less volatile way to participate in some of the growth stories I liked within the technology sector. This strategy helped provide some nice yield and afforded us the added benefit of downside protection, as convertible securities gave back less than their pure stock equivalents during the correction. When things started to fall apart for tech, I took advantage of the opportunity to increase the fund's concentration in large, high-quality companies, many of which had dropped sharply from their highs of the period. However, the fund was hurt for not owning enough of the period's top performers along the way, namely Oracle and Intel. On a more positive note, the fund's healthy exposure to large drug companies such as Warner-Lambert and Eli Lilly helped, as the group rallied behind renewed enthusiasm for strong new product pipelines. Warner-Lambert merged with Pfizer - another fund holding - just prior to the close of the period. The fund's lack of exposure to a generally weak consumer nondurables sector, and some good picks in media stocks such as Viacom, further aided relative performance.

Q. What other stocks performed well for the fund? Which disappointed?

J.A. A number of the fund's financial holdings performed well - most notably Bank of New York and Morgan Stanley Dean Witter - benefiting from strong capital markets activity. Tech stocks we did own, including Texas Instruments, EMC and Micron Technology, also added meaningfully to performance. Conversely, those that weren't so hot included Motorola, Alltel and Lucent. Motorola was, by far, the fund's worst performer, slipping on execution problems and narrowing margins in its cellular handset business. Traditional telecommunications providers AT&T and WorldCom fell prey to increased competition and falling prices.

Q. Turning to you, Kevin, how did the fund's bond investments fare?

K.G. The investment-grade portion of the fund performed well during the six-month period, benefiting from its exposure to a strong rally in the government market. An announcement by the U.S. Treasury in January of its intent to repurchase long-term debt and reduce future issuance sent the price of the long bond higher and its yield lower. This action, coupled with rising short-term interest rates, induced an inverted yield curve, which occurs when short-term issues provide a higher yield than their longer-term counterparts. This inversion hurt the spread sectors - most notably corporate bonds and mortgage securities - with yield spreads widening out significantly relative to comparable duration Treasuries. The fund was well-positioned for these changes, as we responded to the buybacks by reducing our exposure to long-term corporates in exchange for more Treasuries, which worked out beautifully. This strategy helped the fund's bond subportfolio outperform the Lehman Brothers Aggregate Bond Index during the period. So, despite the Federal Reserve Board's efforts to raise rates during the period, the supply/demand imbalance spurred by the Treasury buybacks helped ensure our success.

Q. John, what's your outlook?

J.A. I'm bullish overall, as business remains strong in many areas of the economy, although I temper that enthusiasm with concern about interest rates rising further. In this uncertain environment, I believe the market will begin to focus more on revenues and earnings. As such, the companies capable of delivering robust top-line growth and strong bottom-line earnings should be the ones to reap the rewards. Given the extent to which technology and the Internet have transformed the global landscape, I expect we'll see strong performance from this sector going forward.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of June 30, 2000, more than $304 million

Manager: John Avery, since 1998, and
Kevin Grant, since 1996; John Avery joined
Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 56.8%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.4%

Aerospace & Defense - 0.2%

Boeing Co.

13,700

$ 572,831

Textron, Inc.

4,200

228,113

800,944

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

506,825

TOTAL AEROSPACE & DEFENSE

1,307,769

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

14,104

617,050

Praxair, Inc.

16,100

602,744

1,219,794

Metals & Mining - 0.1%

Alcoa, Inc.

13,000

377,000

TOTAL BASIC INDUSTRIES

1,596,794

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.2%

AutoNation, Inc.

3,700

26,131

Danaher Corp.

9,600

474,600

500,731

Consumer Electronics - 0.1%

General Motors Corp. Class H (a)

5,400

473,850

TOTAL DURABLES

974,581

ENERGY - 3.7%

Energy Services - 0.8%

Diamond Offshore Drilling, Inc.

15,200

533,900

Halliburton Co.

12,900

608,719

Nabors Industries, Inc. (a)

16,800

698,250

Schlumberger Ltd. (NY Shares)

9,000

671,625

2,512,494

Oil & Gas - 2.9%

BP Amoco PLC

63,962

602,975

Burlington Resources, Inc.

15,000

573,750

Chevron Corp.

10,000

848,125

Conoco, Inc. Class B

50,800

1,247,775

Exxon Mobil Corp.

53,366

4,189,231

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,317,438

8,779,294

TOTAL ENERGY

11,291,788

FINANCE - 7.4%

Banks - 1.0%

Bank of America Corp.

15,100

649,300

Shares

Value (Note 1)

Bank of New York Co., Inc.

41,700

$ 1,939,050

Chase Manhattan Corp.

10,500

483,656

3,072,006

Credit & Other Finance - 2.3%

American Express Co.

70,900

3,695,663

Citigroup, Inc.

56,325

3,393,581

7,089,244

Federal Sponsored Credit - 1.2%

Fannie Mae

32,400

1,690,875

Freddie Mac

45,300

1,834,650

3,525,525

Insurance - 1.5%

AFLAC, Inc.

9,300

427,219

American International Group, Inc.

30,300

3,560,250

Hartford Financial Services Group, Inc.

8,400

469,875

4,457,344

Securities Industry - 1.4%

Charles Schwab Corp.

25,150

845,669

Merrill Lynch & Co., Inc.

7,500

862,500

Morgan Stanley Dean Witter & Co.

31,900

2,655,675

4,363,844

TOTAL FINANCE

22,507,963

HEALTH - 5.9%

Drugs & Pharmaceuticals - 5.6%

American Home Products Corp.

15,900

934,125

Amgen, Inc.

11,600

814,900

Bristol-Myers Squibb Co.

48,200

2,807,650

Eli Lilly & Co.

39,000

3,895,125

Merck & Co., Inc.

11,300

865,863

Pfizer, Inc.

84,700

4,065,600

Schering-Plough Corp.

72,400

3,656,200

17,039,463

Medical Equipment & Supplies - 0.3%

Johnson & Johnson

4,600

468,625

Medtronic, Inc.

10,000

498,125

966,750

TOTAL HEALTH

18,006,213

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.6%

General Electric Co.

206,400

10,939,184

Industrial Machinery & Equipment - 0.8%

Tyco International Ltd.

53,870

2,552,091

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,491,275

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - 4.3%

Broadcasting - 1.6%

AT&T Corp. - Liberty Media Group
Class A (a)

44,000

$ 1,067,000

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

540

Clear Channel Communications, Inc. (a)

15,400

1,155,000

Infinity Broadcasting Corp. Class A (a)

29,600

1,078,550

NTL, Inc. warrants 10/14/08 (a)

199

8,159

Time Warner, Inc.

20,208

1,535,808

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

4,500

4,849,557

Entertainment - 1.8%

MGM Grand, Inc.

12,500

401,563

Viacom, Inc. Class B (non-vtg.) (a)

56,389

3,845,025

Walt Disney Co.

29,100

1,129,444

5,376,032

Publishing - 0.7%

McGraw-Hill Companies, Inc.

42,100

2,273,400

Restaurants - 0.2%

McDonald's Corp.

20,500

675,219

TOTAL MEDIA & LEISURE

13,174,208

NONDURABLES - 1.6%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

16,700

1,247,281

Seagram Co. Ltd.

6,100

358,460

The Coca-Cola Co.

19,300

1,108,544

2,714,285

Household Products - 0.5%

Clorox Co.

14,700

658,744

Colgate-Palmolive Co.

12,100

724,488

1,383,232

Tobacco - 0.2%

Philip Morris Companies, Inc.

22,400

595,000

TOTAL NONDURABLES

4,692,517

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(k)

3

34

The Limited, Inc.

26,800

579,550

579,584

General Merchandise Stores - 1.6%

Kohls Corp. (a)

9,300

517,313

Target Corp.

21,400

1,241,200

Wal-Mart Stores, Inc.

54,900

3,163,613

4,922,126

Retail & Wholesale, Miscellaneous - 1.1%

Best Buy Co., Inc. (a)

800

50,600

Shares

Value (Note 1)

Home Depot, Inc.

53,550

$ 2,674,153

Lowe's Companies, Inc.

11,100

455,794

3,180,547

TOTAL RETAIL & WHOLESALE

8,682,257

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,531,875

Services - 0.2%

Ecolab, Inc.

18,100

707,031

TOTAL SERVICES

2,238,906

TECHNOLOGY - 19.0%

Communications Equipment - 5.3%

Cisco Systems, Inc. (a)

111,000

7,055,438

Comverse Technology, Inc. (a)

8,100

753,300

Corning, Inc.

4,000

1,079,500

Lucent Technologies, Inc.

30,200

1,789,350

Nokia AB sponsored ADR

34,200

1,707,863

Nortel Networks Corp.

53,100

3,683,465

16,068,916

Computer Services & Software - 3.4%

America Online, Inc. (a)

25,950

1,368,863

BEA Systems, Inc. (a)

14,100

697,069

DecisionOne Corp.

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Inktomi Corp. (a)

3,400

402,050

Microsoft Corp. (a)

40,400

3,232,000

Oracle Corp. (a)

38,700

3,253,219

VeriSign, Inc. (a)

4,392

775,188

Yahoo!, Inc. (a)

6,200

768,025

10,496,420

Computers & Office Equipment - 4.5%

Compaq Computer Corp.

33,600

858,900

Dell Computer Corp. (a)

42,700

2,105,644

EMC Corp. (a)

50,100

3,854,569

Hewlett-Packard Co.

8,400

1,048,950

International Business Machines Corp.

24,000

2,629,500

Network Appliance, Inc. (a)

8,300

668,150

Pitney Bowes, Inc.

11,000

440,000

Sun Microsystems, Inc. (a)

22,800

2,073,375

13,679,088

Electronic Instruments - 0.5%

Applied Materials, Inc. (a)

10,400

942,500

KLA-Tencor Corp. (a)

8,400

491,925

1,434,425

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - 5.3%

Analog Devices, Inc. (a)

12,900

$ 980,400

Broadcom Corp. Class A (a)

4,200

919,538

Flextronics International Ltd. (a)

6,500

446,469

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

39,300

5,253,919

JDS Uniphase Corp. (a)

12,200

1,462,475

Micron Technology, Inc. (a)

20,400

1,796,475

Motorola, Inc.

32,900

956,156

Sanmina Corp. (a)

7,900

675,450

Texas Instruments, Inc.

55,100

3,784,681

16,275,563

TOTAL TECHNOLOGY

57,954,412

UTILITIES - 5.7%

Cellular - 2.5%

China Telecom (Hong Kong) Ltd. (a)

90,000

800,156

Leap Wireless International, Inc.:

warrants 4/15/10 (a)(g)

75

0

warrants 4/15/10 (a)

65

0

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

725

warrants 1/15/07 (CV ratio .6) (a)

50

213

McCaw International Ltd. warrants 4/16/07 (a)(g)

290

725

Nextel Communications, Inc. Class A (a)

23,400

1,431,788

Sprint Corp. - PCS Group Series 1 (a)

35,100

2,088,450

Vodafone AirTouch PLC sponsored ADR

37,800

1,566,338

VoiceStream Wireless Corp. (a)

14,700

1,709,564

7,597,959

Electric Utility - 0.3%

AES Corp. (a)

21,800

994,625

Gas - 0.5%

Dynegy, Inc. Class A

11,600

792,425

Enron Corp.

9,200

593,400

1,385,825

Telephone Services - 2.4%

Allegiance Telecom, Inc. (a)

6,900

441,600

AT&T Corp.

16,604

525,102

BellSouth Corp.

32,000

1,364,000

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(g)

70

175

Level 3 Communications, Inc. (a)

5,400

475,200

McLeodUSA, Inc. Class A (a)

37,600

777,850

Ono Finance PLC rights 5/31/09 (a)(g)

210

2,100

Qwest Communications
International, Inc. (a)

13,600

675,750

SBC Communications, Inc.

37,170

1,607,603

Shares

Value (Note 1)

Sprint Corp. - FON Group

12,300

$ 627,300

WorldCom, Inc. (a)

19,489

894,058

7,390,738

TOTAL UTILITIES

17,369,147

TOTAL COMMON STOCKS

(Cost $133,038,091)

173,287,830

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

MediaOne Group, Inc.
(Vodafone AirTouch PLC) $3.63 PIES

4,700

423,000

Nonconvertible Preferred Stocks - 0.2%

ENERGY - 0.0%

Energy Services - 0.0%

R&B Falcon Corp. 13.875%

113

128,255

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II 8.875%

50

44,513

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital
Trust II 7.875%

190

173,333

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. 11.125% pay-in-kind

2,136

223,212

Publishing - 0.0%

PRIMEDIA, Inc. Series D, $10.00

600

55,500

TOTAL MEDIA & LEISURE

278,712

TOTAL NONCONVERTIBLE PREFERRED STOCKS

624,813

TOTAL PREFERRED STOCKS

(Cost $970,382)

1,047,813

Corporate Bonds - 15.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 1.1%

HEALTH - 0.4%

Drugs & Pharmaceuticals - 0.4%

Roche Holdings, Inc.
0% 1/19/15 (g)

-

$ 1,261,000

1,153,815

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Liberty Media Corp.
3.75% 2/15/30 (g)

Baa3

$ 481,000

$ 521,885

TECHNOLOGY - 0.4%

Computers & Office Equipment - 0.4%

Juniper Networks, Inc. 4.75% 3/15/07

B-

1,220,000

1,349,625

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (g)

B1

308,000

318,780

Telephone Services - 0.0%

Level 3 Communications, Inc. 6% 3/15/10

Caa1

203,000

183,842

TOTAL UTILITIES

502,622

TOTAL CONVERTIBLE BONDS

3,527,947

Nonconvertible Bonds - 14.1%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co.
7.9% 3/1/03 (g)

Baa2

240,000

240,662

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.2%

Huntsman Corp.
9.5% 7/1/07 (g)

B2

370,000

337,625

Lyondell Chemical Co. 10.875% 5/1/09

B2

340,000

337,450

675,075

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

160,000

145,600

Packaging & Containers - 0.1%

Gaylord Container Corp. 9.75% 6/15/07

Caa1

210,000

163,800

Paper & Forest Products - 0.1%

APP China Group Ltd.
14% 3/15/10 unit (g)

B3

150,000

94,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Fort James Corp.
6.625% 9/15/04

Baa2

$ 45,000

$ 43,274

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

230,000

202,400

340,174

TOTAL BASIC INDUSTRIES

1,324,649

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.1%

Dayton Superior Corp.
13% 6/15/09 unit (g)

B3

160,000

158,400

Construction - 0.0%

Lennar Corp.
9.95% 5/1/10 (g)

Ba1

25,000

24,625

Real Estate - 0.2%

Duke Realty LP
7.3% 6/30/03

Baa1

500,000

491,350

LNR Property Corp.
9.375% 3/15/08

B1

160,000

139,200

630,550

Real Estate Investment Trusts - 0.8%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

100,000

93,160

Equity Office
Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

954,410

6.625% 2/15/05

Baa1

200,000

188,948

6.75% 2/15/08

Baa1

100,000

91,609

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

120,000

92,400

ProLogis Trust
6.7% 4/15/04

Baa1

70,000

66,675

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

86,265

6.875% 2/1/05

Baa2

1,000,000

956,150

2,529,617

TOTAL CONSTRUCTION & REAL ESTATE

3,343,192

ENERGY - 0.6%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

125,213

Energy Services - 0.0%

R&B Falcon Corp.
12.25% 3/15/06

Ba3

100,000

109,000

Oil & Gas - 0.6%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

351,209

Apache Corp.:

7.625% 7/1/19

Baa1

155,000

149,662

7.7% 3/15/26

Baa1

65,000

62,636

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

$ 100,000

$ 90,750

Chesapeake Energy Corp. 9.625% 5/1/05

B2

250,000

243,750

Conoco, Inc.
5.9% 4/15/04

A3

125,000

119,300

Ocean Energy, Inc.
7.625% 7/1/05

Ba1

190,000

179,550

Phillips Petroleum Co. 6.375% 3/30/09

Baa2

250,000

225,868

Plains Resources, Inc. Series B 10.25% 3/15/06

B2

200,000

198,000

YPF Sociedad Anonima
8% 2/15/04

B1

50,000

49,050

1,669,775

TOTAL ENERGY

1,903,988

FINANCE - 3.0%

Banks - 1.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

494,055

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

200,000

201,960

BankBoston Corp.
6.625% 2/1/04

A3

200,000

192,736

Barclays Bank PLC yankee 5.95% 7/15/01

A1

350,000

347,501

Capital One Bank
6.375% 2/15/03

Baa2

250,000

239,713

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

195,437

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

163,537

7.375% 9/17/04

Baa2

160,000

155,056

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

95,790

6.875% 11/15/02

Baa2

300,000

295,734

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

600,000

597,336

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

100,000

100,469

Summit Bancorp
8.625% 12/10/02

BBB+

100,000

101,231

3,284,329

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Credit & Other Finance - 1.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

$ 250,000

$ 227,325

AMRESCO, Inc.
9.875% 3/15/05

Caa3

220,000

102,300

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

233,693

Bellsouth Capital Funding Corp. 7.75% 2/15/10

Aa3

160,000

160,006

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

100,000

98,811

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,279

7.1% 6/23/04

A3

200,000

193,952

Finova Capital Corp.:

6.11% 2/18/03

Baa2

200,000

176,000

7.25% 11/8/04

Baa2

100,000

89,000

Ford Motor Credit Co.:

6.5% 2/28/02

A2

1,000,000

984,150

7.875% 6/15/10

A2

1,040,000

1,041,477

Household Finance Corp. 8% 5/9/05

A2

300,000

302,541

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

20,000

17,000

Imperial Credit Industries 9.875% 1/15/07

B3

330,000

237,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

340,000

323,513

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

353,265

6.875% 11/15/28

Baa1

735,000

635,510

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

98,000

TXU Eastern Funding 6.75% 5/15/09

Baa1

100,000

89,417

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

60,000

51,537

5,464,376

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

499,445

TOTAL FINANCE

9,248,150

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Unilab Corp.
12.75% 10/1/09

B3

70,000

72,100

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

844,770

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.1%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba2

$ 155,000

$ 134,850

7.875% 1/1/09

Ba2

170,000

144,500

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

120,000

112,946

392,296

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,237,066

MEDIA & LEISURE - 3.0%

Broadcasting - 2.6%

ACME Television LLC/ACME Financial Corp. 0% 9/30/04 (e)

B3

200,000

191,000

Adelphia Communications Corp. 9.875% 3/1/05

B1

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

608,036

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

194,500

Callahan Nordrhein Westfalen 14% 7/15/10 (g)

B3

250,000

250,000

CapStar Broadcasting Partners, Inc.
0% 2/1/09 (e)

B2

190,000

173,375

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

320,000

181,600

8.25% 4/1/07

B2

180,000

159,300

8.625% 4/1/09

B2

180,000

158,850

Continental Cablevision, Inc. 8.3% 5/15/06

A2

215,000

220,093

Diamond Cable Communications PLC
0% 2/15/07 (e)

B3

210,000

161,175

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

130,000

83,200

EchoStar DBS Corp. 9.375% 2/1/09

B2

260,000

250,900

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (g)

B3

195,000

173,550

International Cabletel, Inc. 0% 2/1/06 (e)

B3

250,000

230,000

LIN Holdings Corp.
0% 3/1/08 (e)

B3

270,000

177,525

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

$ 150,000

$ 143,127

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

150,000

103,500

NTL, Inc. 0% 4/1/08 (e)

B3

560,000

347,200

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

170,000

166,600

Satelites Mexicanos SA de CV 11.28% 6/30/04 (g)(i)

B1

74,000

67,340

Shaw Communications, Inc. 8.25% 4/11/10

Baa2

140,000

141,135

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

65,000

34,938

10.75% 3/15/10

B3

25,000

24,875

TCI Communications Financing III
9.65% 3/31/27

A3

180,000

198,864

Telewest PLC 0% 10/1/07 (e)

B1

270,000

257,850

Time Warner, Inc.
8.18% 8/15/07

Baa3

910,000

927,918

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (e)

B2

380,000

349,600

Series D 0% 5/15/06 (e)

B2

30,000

27,600

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

230,000

115,000

0% 2/1/10 (e)

B2

270,000

126,900

10.875% 11/1/07

B2

480,000

432,000

10.875% 8/1/09

B2

275,000

242,000

11.25% 11/1/09

B2

15,000

13,125

USA Networks, Inc./USANi LLC
6.75% 11/15/05

Baa3

580,000

552,450

7,817,676

Entertainment - 0.0%

Regal Cinemas, Inc. 9.5% 6/1/08

Ca

355,000

88,750

Lodging & Gaming - 0.0%

Horseshoe Gaming LLC 8.625% 5/15/09

B2

70,000

65,800

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

85,500

151,300

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

480,685

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

66,850

7.28% 6/30/28

Baa3

200,000

172,432

7.3% 4/30/28

Baa3

170,000

145,143

865,110

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Restaurants - 0.1%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

$ 170,000

$ 161,500

TOTAL MEDIA & LEISURE

9,084,336

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.625% 12/15/05

Baa3

150,000

143,370

6.8% 12/15/08

Baa3

200,000

187,565

330,935

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

200,000

185,752

TOTAL NONDURABLES

516,687

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

420,000

216,300

7.125% 1/15/07

Caa1

110,000

58,300

274,600

General Merchandise Stores - 0.1%

Federated Department Stores, Inc.
6.79% 7/15/27

Baa1

500,000

483,520

Grocery Stores - 0.1%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (d)

C

450,000

9,000

12% 3/1/06 (d)

Caa3

10,000

1,250

Kroger Co. 6% 7/1/00

Baa3

200,000

199,962

210,212

TOTAL RETAIL & WHOLESALE

968,332

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

40,200

Services - 0.1%

SITEL Corp.
9.25% 3/15/06

B3

250,000

220,000

TOTAL SERVICES

260,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.6%

Computer Services & Software - 0.3%

Concentric Network Corp. 12.75% 12/15/07

B-

$ 50,000

$ 52,500

Covad Communications Group, Inc.
12% 2/15/10

B3

355,000

275,125

Exodus Communications, Inc. 11.625% 7/15/10 (g)

B

280,000

281,400

PSINet, Inc.
10.5% 12/1/06

B3

260,000

239,200

848,225

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

300,000

284,763

7.25% 9/1/02

Baa1

250,000

241,973

Globix Corp.
12.5% 2/1/10

B-

95,000

78,375

605,111

Electronic Instruments - 0.0%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

80,000

73,600

Electronics - 0.1%

ChipPAC International Ltd. 12.75% 8/1/09

B3

40,000

43,000

Hadco Corp.
9.5% 6/15/08

B2

140,000

140,350

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

52,000

55,510

238,860

TOTAL TECHNOLOGY

1,765,796

TRANSPORTATION - 0.9%

Air Transportation - 0.4%

Atlas Air, Inc.:

8.77% 1/2/11

Ba1

86,129

83,115

9.375% 11/15/06

B3

220,000

213,400

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

70,000

67,683

7.73% 9/15/12

Baa1

28,243

26,975

Delta Air Lines, Inc.
7.9% 12/15/09

Baa3

500,000

464,750

US Air, Inc.
9.625% 2/1/01

B3

430,000

425,700

1,281,623

Railroads - 0.5%

Burlington Northern
Santa Fe Corp.:

6.875% 12/1/27

Baa2

1,000,000

860,780

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Burlington Northern
Santa Fe Corp.: - continued

7.29% 6/1/36

Baa2

$ 150,000

$ 146,609

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

332,302

1,339,691

TOTAL TRANSPORTATION

2,621,314

UTILITIES - 3.4%

Cellular - 0.5%

Cellnet Data Systems, Inc. 0% 10/1/07 (e)

-

300,000

24,000

Clearnet Communications, Inc. yankee 0% 12/15/05 (e)

B3

200,000

206,000

Crown Castle International Corp. 10.75% 8/1/11

B3

45,000

45,675

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

50,000

50,375

Leap Wireless International, Inc.:

0% 4/15/10 (e)(g)

-

65,000

27,300

12.5% 4/15/10 (g)

Caa2

75,000

66,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

270,000

205,200

Millicom International Cellular SA
0% 6/1/06 (e)

Caa1

241,000

204,850

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

420,000

312,900

9.375% 11/15/09

B1

170,000

163,200

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

B2

295,000

197,650

10.375% 11/15/09

B2

170,000

176,800

1,679,950

Electric Utility - 0.4%

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

300,000

267,204

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

165,000

166,115

Illinois Power Co.
7.5% 6/15/09

Baa1

150,000

146,427

Israel Electric Corp. Ltd. 7.75% 12/15/27 (g)

A3

545,000

467,147

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

$ 75,000

$ 77,640

Texas Utilities Co.
6.375% 1/1/08

Baa3

100,000

90,325

1,214,858

Gas - 0.3%

CMS Panhandle
Holding Co.:

6.125% 3/15/04

Baa3

150,000

141,675

7% 7/15/29

Baa3

150,000

125,880

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

500,000

499,900

767,455

Telephone Services - 2.2%

Allegiance Telecom, Inc. 12.875% 5/15/08

B3

200,000

216,500

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

700,000

695,681

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

935,000

949,895

Esat Telecom Group PLC 0% 2/1/07 (e)

Aa1

230,000

213,900

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

180,000

176,400

Global TeleSystems Group, Inc. 9.875% 2/15/05

Caa1

330,000

227,700

Globenet Communication Group Ltd.
13% 7/15/07

Caa1

560,000

565,600

Hermes Europe Railtel BV 11.5% 8/15/07

B3

150,000

125,250

ICG Holdings, Inc.
0% 9/15/05 (e)

B3

260,000

249,600

Intermedia Communications, Inc.
0% 3/1/09 (e)

B3

330,000

200,475

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

170,000

141,100

NEXTLINK Communications, Inc.
0% 12/1/09 (e)

B2

500,000

287,500

Ono Finance PLC
13% 5/1/09

Caa1

215,000

203,175

Rhythms NetConnections, Inc. 14% 2/15/10 (g)

B3

200,000

144,000

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

220,000

204,882

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

429,626

7.7% 7/20/29

Baa1

666,000

627,152

Versatel Telecom
International NV
13.25% 5/15/08

B3

150,000

152,250

Viatel, Inc. 11.25% 4/15/08

B3

250,000

187,500

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

WinStar Communications, Inc. 12.75% 4/15/10 (g)

B3

$ 450,000

$ 434,250

WorldCom, Inc.
8.875% 1/15/06

A3

184,000

190,782

6,623,218

TOTAL UTILITIES

10,285,481

TOTAL NONCONVERTIBLE BONDS

42,871,953

TOTAL CORPORATE BONDS

(Cost $48,683,174)

46,399,900

U.S. Government and Government
Agency Obligations - 10.4%

U.S. Government Agency Obligations - 1.7%

Fannie Mae:

6.5% 4/29/09

Aaa

1,600,000

1,494,752

7.125% 2/15/05

Aaa

1,315,000

1,320,339

7.25% 5/15/30

Aaa

660,000

673,435

Federal Home Loan Bank 7.59% 3/10/05

Aaa

190,000

193,859

Freddie Mac:

5.75% 3/15/09

Aaa

800,000

728,624

6.25% 7/15/04

Aaa

310,000

301,379

6.875% 1/15/05

Aaa

185,000

183,844

7% 7/15/05

Aaa

250,000

249,650

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

34,670

35,168

Tennessee Valley Authority 7.125% 5/1/30

Aaa

140,000

140,588

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

5,321,638

U.S. Treasury Obligations - 8.7%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

1,660,000

1,676,600

8.875% 8/15/17

Aaa

3,805,000

4,850,195

9.875% 11/15/15

Aaa

625,000

847,463

14% 11/15/11

Aaa

490,000

680,488

U.S. Treasury Notes:

5.5% 5/31/03

Aaa

6,000,000

5,861,220

5.5% 2/15/08

Aaa

100,000

95,719

5.625% 9/30/01

Aaa

140,000

138,512

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

5.875% 10/31/01

Aaa

$ 1,950,000

$ 1,934,771

5.875% 11/15/04

Aaa

2,850,000

2,808,590

6.5% 5/31/02

Aaa

3,010,000

3,013,763

7% 7/15/06

Aaa

3,750,000

3,885,938

U.S. Treasury Notes -
coupon STRIPS
0% 11/15/11

Aaa

1,430,000

709,652

TOTAL U.S. TREASURY OBLIGATIONS

26,502,911

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $31,715,419)

31,824,549

U.S. Government Agency -
Mortgage Securities - 13.0%

Fannie Mae - 9.1%

5.5% 2/1/11

Aaa

156,534

145,429

6% 4/1/09 to 1/1/29

Aaa

1,860,194

1,734,133

6.5% 11/1/25 to 7/1/29

Aaa

11,136,937

10,514,432

6.5% 7/1/30 (h)

Aaa

3,500,000

3,298,750

7% 12/1/24 to 9/1/28

Aaa

3,344,454

3,236,903

7.5% 5/1/15 to 1/1/30

Aaa

8,490,673

8,375,883

8% 12/1/29

Aaa

499,027

501,053

TOTAL FANNIE MAE

27,806,583

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

367,456

363,782

Government National Mortgage Association - 3.8%

6.5% 4/15/28 to 4/15/29

Aaa

10,337,543

9,813,560

7% 1/15/28 to 12/15/28

Aaa

636,734

619,020

7.5% 6/15/27 to 3/15/28

Aaa

1,153,223

1,145,846

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,578,426

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $41,146,234)

39,748,791

Asset-Backed Securities - 0.8%

American Express Credit Account Master Trust
6.1% 12/15/06

A1

200,000

192,297

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

510,000

503,067

6.4% 12/15/02

Aa2

80,000

78,960

7.03% 11/15/03

Aaa

145,000

144,887

Key Auto Finance Trust:

6.3% 10/15/03

A2

197,699

196,711

6.65% 10/15/03

Baa3

59,053

58,979

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Premier Auto Trust
5.59% 2/9/04

Aaa

$ 1,000,000

$ 970,310

Sears Credit Account Master Trust II
7.5% 11/15/07

A2

200,000

200,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,390,044)

2,345,211

Commercial Mortgage Securities - 0.9%

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

202,245

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (g)(i)

A2

300,000

299,543

Class E, 7.4913% 1/10/13 (g)(i)

Baa2

420,000

418,130

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

500,000

501,484

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(i)

Baa3

500,000

432,285

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

450,000

454,359

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

500,000

473,242

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,876,556)

2,781,288

Foreign Government and Government
Agency Obligations (j) - 0.2%

Korean Republic yankee:

8.75% 4/15/03

Baa2

80,000

81,437

8.875% 4/15/08

Baa2

116,000

119,654

Quebec Province yankee:

6.86% 4/15/26 (f)

A2

250,000

240,255

7.125% 2/9/24

A2

30,000

28,337

7.5% 7/15/23

A2

30,000

29,574

United Mexican States 9.875% 2/1/10

Baa3

200,000

209,000

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $727,451)

708,257

Supranational Obligations - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

$ 500,000

$ 476,310

Cash Equivalents - 3.0%

Shares

Taxable Central Cash Fund,
6.59% (c)
(Cost $9,219,794)

9,219,794

9,219,794

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $271,264,000)

307,839,743

NET OTHER ASSETS - (0.9)%

(2,855,046)

NET ASSETS - 100%

$ 304,984,697

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end,
the value of these securities amounted to $8,427,464 or 2.8% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value
of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.2%

AAA, AA, A

25.5%

Baa

6.9%

BBB

5.9%

Ba

0.4%

BB

0.6%

B

3.9%

B

4.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.5%. FMR has determined that unrated debt securities that are lower quality account for 0.5% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $224,411,074 and $262,292,592, respectively, of which long-term U.S. government and government agency obligations aggregated $59,871,450 and $60,369,656, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $8,986 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $34 and 0% of net assets.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $266,299,649. Net unrealized appreciation aggregated $41,540,094, of which $50,485,729 related to appreciated investment securities and $8,945,635 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value
(cost $271,264,000) -
See accompanying schedule

$ 307,839,743

Commitment to sell securities on a delayed delivery basis

$ (5,690,625)

Receivable for securities sold on a delayed delivery basis

5,685,000

(5,625)

Receivable for investments sold, regular delivery

3,535,259

Cash

23,298

Receivable for fund shares sold

242,446

Dividends receivable

49,966

Interest receivable

1,666,464

Other receivables

44,424

Total assets

313,395,975

Liabilities

Payable for investments purchased
Regular delivery

4,592,826

Delayed delivery

3,294,642

Payable for fund shares redeemed

376,552

Accrued management fee

108,417

Distribution fees payable

2,544

Other payables and
accrued expenses

36,297

Total liabilities

8,411,278

Net Assets

$ 304,984,697

Net Assets consist of:

Paid in capital

$ 259,384,219

Undistributed net investment income

5,026,674

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

4,004,148

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

36,569,656

Net Assets

$ 304,984,697

Initial Class:
Net Asset Value, offering price
and redemption price per share ($274,792,464
÷
18,214,675 shares)

$15.09

Service Class:
Net Asset Value, offering
price and redemption price
per share ($29,480,101
÷
1,961,121 shares)

$15.03

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($712,132
÷ 47,418 shares)

$15.02

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 1,026,288

Interest

4,833,980

Security lending

131

Total income

5,860,399

Expenses

Management fee

$ 667,765

Transfer agent fees

101,971

Distribution fees

13,916

Accounting and security lending fees

59,780

Non-interested trustees' compensation

506

Custodian fees and expenses

13,860

Audit

14,098

Legal

1,823

Reports to shareholders

309

Miscellaneous

137

Total expenses before reductions

874,165

Expense reductions

(26,193)

847,972

Net investment income

5,012,427

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

4,969,880

Foreign currency transactions

(4,097)

4,965,783

Change in net unrealized appreciation (depreciation) on:

Investment securities

(11,411,603)

Assets and liabilities in
foreign currencies

(1,569)

Delayed delivery commitments

(5,625)

(11,418,797)

Net gain (loss)

(6,453,014)

Net increase (decrease) in net assets resulting from operations

$ (1,440,587)

Other Information

Expense reductions
Directed brokerage arrangements

$ 25,816

Custodian credits

377

$ 26,193

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 5,012,427

$ 10,132,202

Net realized gain (loss)

4,965,783

7,580,954

Change in net unrealized appreciation (depreciation)

(11,418,797)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(1,440,587)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(8,369,238)

(8,692,279)

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(27,604,335)

36,165,081

Total increase (decrease) in net assets

(47,440,129)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $5,026,674 and $10,132,202, respectively)

$ 304,984,697

$ 352,424,826

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

800,778

$ 11,898,820

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(4,066,967)

(61,054,219)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,120,016)

$ (32,249,345)

1,237,404

$ 18,893,878

Service Class
Sold

289,094

$ 4,329,594

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,571

37,189

563,405

Redeemed

(125,685)

(1,874,764)

(43,583)

(679,444)

Net increase (decrease)

264,264

$ 3,938,401

1,101,906

$ 17,271,203

Service Class 2 A
Sold

47,040

$ 701,059

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(2)

(31)

-

-

Net increase (decrease)

47,418

$ 706,609

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 7,684,570

$ 8,389,449

Service Class

682,102

302,830

Service Class 2 A

2,566

-

Total

$ 8,369,238

$ 8,692,279

$ 18,395,207

$ 16,171,682

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 H

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

$ 10.00

Income from Investment Operations

Net investment income

.24 D

.45 D

.44 D

.44 D

.33

.14

Net realized and unrealized gain (loss)

(.27)

.24

2.00

2.22

.78

1.25

Total from investment operations

(.03)

.69

2.44

2.66

1.11

1.39

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

(.14)

From net realized gain

(.40)

(.43)

(.55)

-

(.04)

(.08)

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

(.22)

Net asset value, end of period

$ 15.09

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Total Return B, C

(0.06)%

4.55%

17.64%

22.18%

9.98%

13.92%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 274,792

$ 325,371

$ 307,681

$ 214,538

$ 103,110

$ 43,155

Ratio of expenses to average net assets

.55% A

.57%

.59%

.61%

.72%

1.42% F

Ratio of expenses to average net assets after
expense reductions

.53% A, G

.55% G

.58% G

.60% G

.71% G

1.42%

Ratio of net investment income to average net assets

3.20% A

2.87%

2.94%

3.28%

3.63%

3.56%

Portfolio turnover

148% A

108%

94%

98%

163%

248%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.23

.43

.41

.08

Net realized and unrealized gain (loss)

(.27)

.24

1.98

.35

Total from investment operations

(.04)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net realized gain

(.40)

(.43)

(.55)

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 15.03

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(0.13)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 29,480

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.65% A

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.63% A, G

.66% G

.69% G

.71% A

Ratio of net investment income to average net assets

3.10% A

2.77%

2.79%

3.43% A

Portfolio turnover

148% A

108%

94%

98%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H For the period January 3, 1995 (commencement of operations of Initial Class shares) to December 31, 1995.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income D

.20

Net realized and unrealized gain (loss)

.10 G

Total from investment operations

.30

Less Distributions

From net investment income

(.47)

From net realized gain

(.40)

Total distributions

(.87)

Net asset value, end of period

$ 15.02

Total Return B, C

2.05%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 712

Ratio of expenses to average net assets

.79% A

Ratio of expenses to average net assets after expense reductions

.77% A, F

Ratio of net investment income to average net assets

2.96% A

Portfolio turnover

148% A

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 19, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of Dollars Voted

% of Dollars Voted

Ralph F. Cox

Affirmative

2,995,348,207.84

97.862

Withheld

65,444,305.52

2.138

TOTAL

3,060,792,513.36

100.000

Phyllis Burke Davis

Affirmative

2,995,012,849.06

97.851

Withheld

65,779,664.30

2.149

TOTAL

3,060,792,513.36

100.000

Robert M. Gates

Affirmative

2,994,325,628.16

97.828

Withheld

66,466,885.20

2.172

TOTAL

3,060,792,513.36

100.000

Edward C. Johnson 3d

Affirmative

2,994,212,266.77

97.825

Withheld

66,580,246.59

2.175

TOTAL

3,060,792,513.36

100.000

Donald J. Kirk

Affirmative

2,996,527,468.99

97.900

Withheld

64,265,044.37

2.100

TOTAL

3,060,792,513.36

100.000

Ned C. Lautenbach

Affirmative

2,997,430,896.97

97.930

Withheld

63,361,616.39

2.070

TOTAL

3,060,792,513.36

100.000

# of Dollars Voted

% of Dollars Voted

Peter S. Lynch

Affirmative

2,997,391,112.97

97.929

Withheld

63,401,400.39

2.071

TOTAL

3,060,792,513.36

100.000

William O. McCoy

Affirmative

2,997,364,420.76

97.928

Withheld

63,428,092.60

2.072

TOTAL

3,060,792,513.36

100.000

Gerald C. McDonough

Affirmative

2,992,594,911.89

97.772

Withheld

68,197,601.47

2.228

TOTAL

3,060,792,513.36

100.000

Marvin L. Mann

Affirmative

2,996,491,839.67

97.899

Withheld

64,300,673.69

2.101

TOTAL

3,060,792,513.36

100.000

Robert C. Pozen

Affirmative

2,997,304,419.99

97.926

Withheld

63,488,093.37

2.074

TOTAL

3,060,792,513.36

100.000

Thomas R. Williams

Affirmative

2,993,561,996.24

97.803

Withheld

67,230,517.12

2.197

TOTAL

3,060,792,513.36

100.000

Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent accountants of the fund.

# of Dollars Voted

% of Dollars Voted

Affirmative

276,319,488.69

94.617

Against

4,151,739.32

1.422

Abstain

11,567,630.61

3.961

TOTAL

292,038,858.62

100.000

PROPOSAL 3

To authorize the Trustees to adopt an Amended and Restated Declaration of Trust.*

# of Dollars Voted

% of Dollars Voted

Affirmative

2,837,267,199.92

92.697

Against

49,473,422.32

1.617

Abstain

174,051,891.12

5.686

TOTAL

3,060,792,513.36

100.000

PROPOSAL 4

To approve an amended management contract for the fund that would reduce the management fee payable to FMR by the fund as FMR's assets under management increase.

# of Dollars Voted

% of Dollars Voted

Affirmative

272,189,750.93

93.203

Against

4,507,278.92

1.544

Abstain

15,341,828.77

5.253

TOTAL

292,038,858.62

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

268,161,500.09

91.824

Against

5,337,639.43

1.828

Abstain

18,539,719.10

6.348

TOTAL

292,038,858.62

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to provide investment advice and research services or investment management services.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,614,072.73

91.636

Against

5,806,227.04

1.989

Abstain

18,618,558.85

6.375

TOTAL

292,038,858.62

100.000

PROPOSAL 7

To modify the fund's fundamental investment objective and eliminate a fundamental investment policy of the fund.

Affirmative

267,914,892.06

91.739

Against

7,333,491.83

2.512

Abstain

16,790,474.73

5.749

TOTAL

292,038,858.62

100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning diversification.

Affirmative

267,037,890.43

91.439

Against

7,842,324.91

2.686

Abstain

17,158,643.28

5.875

TOTAL

292,038,858.62

100.000

PROPOSAL 9

To amend the fundamental investment limitation concerning underwriting.

# of Dollars Voted

% of Dollars Voted

Affirmative

266,860,588.67

91.378

Against

8,492,005.75

2.908

Abstain

16,686,264.20

5.714

TOTAL

292,038,858.62

100.000

PROPOSAL 10

To amend the fundamental investment limitation concerning concentration.

# of Dollars Voted

% of Dollars Voted

Affirmative

267,900,537.74

91.735

Against

7,342,176.47

2.514

Abstain

16,796,144.41

5.751

TOTAL

292,038,858.62

100.000

* Denotes trust-wide proposals and voting results.

Balanced Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
year

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Service Class 2

5.63%

17.09%

17.77%

Asset Manager: Growth Composite

6.73%

18.15%

15.37%

S&P 500

7.25%

23.80%

25.60%

LB Aggregate Bond

4.57%

6.25%

7.81%

LB 3 Month T-Bill

5.57%

5.41%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when
you withdraw your money.

* not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2 on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2000, the value of the investment would have grown to $24,513 - a 145.13% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $34,079 over the same period - a 240.79% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $14,798 - a 47.98% increase.
You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $
26,247 - a 162.47% increase.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.8

Intel Corp.

2.4

Cisco Systems, Inc.

2.4

Microsoft Corp.

2.3

Pfizer, Inc.

1.6

11.5

Top Five Market Sectors as of June 30, 2000

(stocks only)

% of fund's
net assets

Technology

29.1

Health

9.3

Finance

6.4

Utilities

6.0

Energy

4.5

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock Class 73.4%

Bond Class 20.6%

Short-Term Class 6.0%



* Foreign
investments 4.4%

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Bart Grenier became Portfolio Manager of Asset Manager: Growth Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000, the fund trailed the Asset Manager: Growth Composite Index, which returned 0.95% and 6.73%, respectively.

Q. What asset allocation strategies did you pursue during the six-month period?

A. The fund continued to slightly emphasize equities, with just over 71% of its assets on average invested in this class during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an advantage over the composite index early in the period. However, even with the equity rally in June, the fund's gains during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May. On the bond side, the fund focused on high-yield securities, which hurt, although our exposure to investment-grade debt did help offset some of those losses.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider maintained the fund's tilt toward the sectors of the economy with a high growth orientation. The fund's overweighting in technology aided performance, as we were able to uncover several large, high-quality tech names that effectively weathered the correction in the spring and posted big numbers for the period. We also took advantage of several good growth stories among some smaller-cap companies that fared extremely well. Our best tech picks overall included Texas Instruments, LSI Logic, Integrated Device Technology and Comverse. The fund's exposure to health stocks, particularly IVAX, Techne and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, including mutual fund distributor Waddell & Reed and insurer American International Group, were meaningful contributors. Conversely, we were caught holding a handful of disappointments within the tech sector, notably Microsoft, Lucent Technologies, QLogic and Harmonic. Steve sold off fund positions in Waddell & Reed, QLogic and Harmonic prior to the close of the period. The decline in retail stocks during the period dragged down fund holdings Wal-Mart and Home Depot. Poorly performing utility stocks, most notably Qualcomm and AT&T, also weighed on performance. Overall, the equity subportfolio trailed the Standard & Poor's 500 Index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the fund's bond subportfolio fare?

A. Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. The decision to reduce the fund's exposure to long-term corporate bonds was a good one, as the performance of these securities deteriorated along side all other spread sectors during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio. On the other hand, high-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2000, more than
$564 million

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.7%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.3%

Northrop Grumman Corp.

8,400

$ 556,500

Textron, Inc.

16,700

907,019

1,463,519

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Eastman Chemical Co.

8,600

410,650

Engelhard Corp.

24,200

412,913

Pharmacia Corp.

38,700

2,000,306

Praxair, Inc.

11,500

430,531

W.R. Grace & Co. (a)

37,300

452,263

3,706,663

Paper & Forest Products - 0.2%

Westvaco Corp.

39,800

987,538

TOTAL BASIC INDUSTRIES

4,694,201

CONSTRUCTION & REAL ESTATE - 0.1%

Engineering - 0.1%

MasTec, Inc. (a)

20,100

767,569

DURABLES - 0.2%

Consumer Durables - 0.1%

Minnesota Mining & Manufacturing Co.

5,500

453,750

Consumer Electronics - 0.1%

Whirlpool Corp.

8,300

386,988

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

10,400

366,600

TOTAL DURABLES

1,207,338

ENERGY - 4.5%

Energy Services - 0.1%

BJ Services Co. (a)

11,900

743,750

Oil & Gas - 4.4%

Amerada Hess Corp.

28,000

1,729,000

EOG Resources, Inc.

25,400

850,900

Exxon Mobil Corp.

106,800

8,383,800

Murphy Oil Corp.

28,200

1,676,138

Noble Affiliates, Inc.

21,300

793,425

Occidental Petroleum Corp.

89,600

1,887,200

Ocean Energy, Inc. (a)

136,900

1,942,269

Royal Dutch Petroleum Co. (NY Shares)

66,300

4,081,594

Tosco Corp.

26,600

753,113

Valero Energy Corp.

54,400

1,727,200

Vintage Petroleum, Inc.

35,800

807,738

24,632,377

TOTAL ENERGY

25,376,127

Shares

Value (Note 1)

FINANCE - 6.4%

Banks - 1.1%

Bank of America Corp.

50,800

$ 2,184,400

Northern Trust Corp.

10,100

657,131

Silicon Valley Bancshares (a)

36,600

1,560,075

Wells Fargo & Co.

51,000

1,976,250

6,377,856

Credit & Other Finance - 1.7%

American Express Co.

41,400

2,157,975

Citigroup, Inc.

125,700

7,573,425

9,731,400

Insurance - 1.9%

American International Group, Inc.

47,100

5,534,250

CIGNA Corp.

22,300

2,085,050

First Health Group Corp. (a)

23,500

771,094

Hartford Financial Services Group, Inc.

13,500

755,156

Marsh & McLennan Companies, Inc.

7,100

741,506

PMI Group, Inc.

13,200

627,000

10,514,056

Savings & Loans - 0.2%

Dime Bancorp, Inc.

37,000

582,750

Golden West Financial Corp.

17,300

706,056

1,288,806

Securities Industry - 1.5%

Bear Stearns Companies, Inc.

33,900

1,411,088

Eaton Vance Corp. (non-vtg.)

19,100

883,375

Lehman Brothers Holdings, Inc.

16,700

1,579,194

Merrill Lynch & Co., Inc.

14,600

1,679,000

Morgan Stanley Dean Witter & Co.

35,200

2,930,400

8,483,057

TOTAL FINANCE

36,395,175

HEALTH - 9.2%

Drugs & Pharmaceuticals - 6.2%

American Home Products Corp.

40,400

2,373,500

Amgen, Inc.

31,600

2,219,900

Andrx Corp. (a)

14,700

939,652

Bristol-Myers Squibb Co.

61,300

3,570,725

Eli Lilly & Co.

33,700

3,365,788

Forest Laboratories, Inc. (a)

9,400

949,400

IVAX Corp. (a)

63,500

2,635,250

Jones Pharma, Inc.

41,100

1,641,431

Merck & Co., Inc.

70,700

5,417,388

Pfizer, Inc.

192,675

9,248,400

Schering-Plough Corp.

45,400

2,292,700

34,654,134

Medical Equipment & Supplies - 2.0%

Abbott Laboratories

47,000

2,094,438

Johnson & Johnson

43,000

4,380,625

Millipore Corp.

15,300

1,153,238

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Techne Corp. (a)

22,400

$ 2,912,000

Varian Medical Systems, Inc. (a)

19,000

743,375

11,283,676

Medical Facilities Management - 1.0%

Quest Diagnostics, Inc. (a)

14,100

1,053,975

Trigon Healthcare, Inc. (a)

20,300

1,046,719

UnitedHealth Group, Inc.

32,400

2,778,300

Universal Health Services, Inc. Class B (a)

14,100

923,550

5,802,544

TOTAL HEALTH

51,740,354

INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%

Electrical Equipment - 3.5%

Adtran, Inc. (a)

25,300

1,514,838

General Electric Co.

304,600

16,143,777

Scientific-Atlanta, Inc.

30,600

2,279,700

19,938,315

Industrial Machinery & Equipment - 0.9%

Asyst Technologies, Inc. (a)

37,800

1,294,650

Deere & Co.

34,400

1,272,800

Tyco International Ltd.

52,300

2,477,713

5,045,163

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

24,983,478

MEDIA & LEISURE - 2.7%

Broadcasting - 0.5%

NTL, Inc. warrants 10/14/08 (a)

427

17,507

Time Warner, Inc.

39,800

3,024,800

3,042,307

Entertainment - 1.3%

Mandalay Resort Group (a)

65,300

1,306,000

Viacom, Inc. Class B (non-vtg.) (a)

47,100

3,211,631

Walt Disney Co.

64,000

2,484,000

7,001,631

Leisure Durables & Toys - 0.2%

Brunswick Corp.

30,300

501,844

Callaway Golf Co.

30,700

500,794

1,002,638

Publishing - 0.6%

Dow Jones & Co., Inc.

18,400

1,347,800

Gannett Co., Inc.

7,100

424,669

McGraw-Hill Companies, Inc.

25,600

1,382,400

The New York Times Co. Class A

11,200

442,400

3,597,269

Shares

Value (Note 1)

Restaurants - 0.1%

Brinker International, Inc. (a)

18,300

$ 535,275

TOTAL MEDIA & LEISURE

15,179,120

NONDURABLES - 2.4%

Beverages - 1.4%

Anheuser-Busch Companies, Inc.

13,500

1,008,281

Pepsi Bottling Group, Inc.

84,200

2,457,588

The Coca-Cola Co.

76,400

4,388,225

7,854,094

Foods - 0.6%

Quaker Oats Co.

14,100

1,059,263

Sysco Corp.

49,400

2,080,975

3,140,238

Household Products - 0.4%

Procter & Gamble Co.

40,700

2,330,075

TOTAL NONDURABLES

13,324,407

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

11,500

107,970

RETAIL & WHOLESALE - 3.2%

Apparel Stores - 0.6%

Talbots, Inc.

30,000

1,648,125

The Limited, Inc.

45,600

986,100

Venator Group, Inc. (a)

79,600

815,900

3,450,125

General Merchandise Stores - 1.7%

BJ's Wholesale Club, Inc. (a)

49,600

1,636,800

Wal-Mart Stores, Inc.

137,800

7,940,725

9,577,525

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

71,200

3,555,550

Tiffany & Co., Inc.

24,300

1,640,250

5,195,800

TOTAL RETAIL & WHOLESALE

18,223,450

SERVICES - 0.5%

Advertising - 0.2%

TMP Worldwide, Inc. (a)

12,100

893,131

Services - 0.3%

Manpower, Inc.

6,600

211,200

Robert Half International, Inc. (a)

25,200

718,200

Teletech Holdings, Inc. (a)

25,900

804,519

1,733,919

TOTAL SERVICES

2,627,050

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 29.1%

Communications Equipment - 6.2%

ADC Telecommunications, Inc. (a)

11,300

$ 947,788

Cable Design Technologies Corp. (a)

40,800

1,366,800

Cisco Systems, Inc. (a)

213,700

13,583,306

Comverse Technology, Inc. (a)

17,700

1,646,100

Corning, Inc.

8,500

2,293,938

Lucent Technologies, Inc.

102,100

6,049,425

Nokia AB sponsored ADR

14,300

714,106

Nortel Networks Corp.

102,500

7,110,267

Tollgrade Communications, Inc. (a)

11,200

1,484,000

35,195,730

Computer Services & Software - 6.2%

Adobe Systems, Inc.

4,000

520,000

Amdocs Ltd. (a)

10,300

790,525

America Online, Inc. (a)

70,600

3,724,150

BEA Systems, Inc. (a)

19,200

949,200

BroadVision, Inc. (a)

10,800

548,775

Microsoft Corp. (a)

161,000

12,880,000

Oracle Corp. (a)

108,600

9,129,188

Remedy Corp. (a)

16,100

897,575

Siebel Systems, Inc. (a)

5,800

948,663

Sybase, Inc. (a)

88,500

2,035,500

Symantec Corp. (a)

11,300

609,494

Yahoo!, Inc. (a)

16,800

2,081,100

35,114,170

Computers & Office Equipment - 4.6%

Apple Computer, Inc. (a)

13,000

680,875

Dell Computer Corp. (a)

79,300

3,910,481

EMC Corp. (a)

66,800

5,139,425

Hewlett-Packard Co.

37,800

4,720,275

International Business Machines Corp.

53,700

5,883,506

Maxtor Corp. (a)

55,900

590,444

Sun Microsystems, Inc. (a)

57,500

5,228,906

26,153,912

Electronic Instruments - 2.5%

Applied Materials, Inc. (a)

33,700

3,054,063

Credence Systems Corp. (a)

30,200

1,666,663

Electro Scientific Industries, Inc. (a)

29,600

1,303,325

KLA-Tencor Corp. (a)

10,500

614,906

Kulicke & Soffa Industries, Inc. (a)

13,700

813,438

LAM Research Corp. (a)

39,100

1,466,250

LTX Corp. (a)

19,700

688,269

Meade Instruments Corp. (a)

64,400

1,618,050

Teradyne, Inc. (a)

23,000

1,690,500

Trimble Navigation Ltd. (a)

17,300

844,456

13,759,920

Electronics - 9.6%

Advanced Micro Devices, Inc. (a)

27,200

2,101,200

Altera Corp. (a)

20,300

2,069,331

Amkor Technology, Inc. (a)

16,900

596,781

Amphenol Corp. Class A (a)

39,600

2,621,025

Shares

Value (Note 1)

Analog Devices, Inc. (a)

22,500

$ 1,710,000

Arrow Electronics, Inc. (a)

14,900

461,900

Atmel Corp. (a)

36,700

1,353,313

AVX Corp.

50,000

1,146,875

Burr-Brown Corp. (a)

30,700

2,661,306

Cypress Semiconductor Corp. (a)

38,900

1,643,525

Integrated Device Technology, Inc. (a)

45,700

2,736,288

Intel Corp.

103,400

13,823,288

International Rectifier Corp. (a)

41,800

2,340,800

KEMET Corp. (a)

49,800

1,248,113

LSI Logic Corp. (a)

10,400

562,900

Microchip Technology, Inc. (a)

10,800

629,269

Motorola, Inc.

65,697

1,909,319

National Semiconductor Corp. (a)

7,600

431,300

PMC-Sierra, Inc. (a)

3,800

675,213

SDL, Inc. (a)

3,900

1,112,231

Semtech Corp. (a)

28,400

2,172,156

Technitrol, Inc.

5,600

542,500

Texas Instruments, Inc.

72,000

4,945,500

Three-Five Systems, Inc. (a)

11,000

649,000

Vishay Intertechnology, Inc. (a)

51,000

1,934,813

Xilinx, Inc. (a)

24,100

1,989,756

54,067,702

TOTAL TECHNOLOGY

164,291,434

TRANSPORTATION - 0.1%

Air Transportation - 0.0%

Delta Air Lines, Inc.

4,600

232,588

Trucking & Freight - 0.1%

C.H. Robinson Worldwide, Inc.

5,000

247,500

TOTAL TRANSPORTATION

480,088

UTILITIES - 4.8%

Cellular - 0.2%

McCaw International Ltd. warrants 4/16/07 (a)(f)

910

2,275

QUALCOMM, Inc. (a)

5,500

330,000

Sprint Corp. - PCS Group Series 1 (a)

13,500

803,250

1,135,525

Electric Utility - 1.0%

Calpine Corp. (a)

29,400

1,933,050

Entergy Corp.

26,400

717,750

PECO Energy Co.

18,000

725,625

PPL Corp.

30,900

677,869

Public Service Enterprise Group, Inc.

24,800

858,700

TXU Corp.

26,700

787,650

5,700,644

Gas - 0.3%

Columbia Energy Group

12,000

787,500

Enron Corp.

11,200

722,400

1,509,900

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - 3.3%

AT&T Corp.

114,800

$ 3,630,550

Bell Atlantic Corp.

48,000

2,439,000

BellSouth Corp.

58,200

2,480,775

GTE Corp.

29,800

1,855,050

Ono Finance PLC rights 5/31/09 (a)(f)

310

3,100

Pathnet, Inc. warrants 4/15/08 (a)(f)

840

8,400

SBC Communications, Inc.

105,500

4,562,875

WorldCom, Inc. (a)

87,800

4,027,825

19,007,575

TOTAL UTILITIES

27,353,644

TOTAL COMMON STOCKS

(Cost $325,944,798)

388,214,924

Nonconvertible Preferred Stocks - 1.8%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred Capital Corp. $2.2812

30,171

641,134

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

160

142,442

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II 7.875%

386

352,140

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

2,183

224,849

CSC Holdings, Inc. 11.125% pay-in-kind

14,567

1,522,252

1,747,101

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

376,322

Series D, $10.00

4,544

420,320

796,642

TOTAL MEDIA & LEISURE

2,543,743

Shares

Value (Note 1)

UTILITIES - 1.2%

Cellular - 0.6%

Crown Castle International Corp. 12.75% pay-in-kind

358

$ 365,160

Nextel Communications, Inc. 11.125% pay-in-kind

2,851

2,751,215

3,116,375

Telephone Services - 0.6%

Adelphia Business Solution, Inc. 12.875% pay-in-kind

873

781,335

Intermedia Communications, Inc. 13.5% pay-in-kind

820

795,400

IXC Communications, Inc. 12.5% pay-in-kind

263

263,000

NEXTLINK Communications, Inc. 14% pay-in-kind

33,088

1,687,488

3,527,223

TOTAL UTILITIES

6,643,598

TOTAL NONCONVERTIBLE
PREFERRED STOCKS

(Cost $10,734,609)

10,323,057

Corporate Bonds - 13.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.4%

HEALTH - 0.3%

Medical Facilities Management - 0.3%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 1,290,000

1,062,638

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

500,000

332,500

1,395,138

MEDIA & LEISURE - 0.1%

Lodging & Gaming - 0.1%

Hilton Hotels Corp. 5% 5/15/06

Ba2

660,000

521,400

TOTAL CONVERTIBLE BONDS

1,916,538

Nonconvertible Bonds - 13.5%

AEROSPACE & DEFENSE - 0.1%

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc. 9.25% 12/1/06

Ba3

652,000

652,000

BASIC INDUSTRIES - 1.0%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

635,000

622,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

BASIC INDUSTRIES - continued

Chemicals & Plastics - continued

Huntsman Corp. 9.5% 7/1/07 (f)

B2

$ 565,000

$ 515,563

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

200,000

200,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

890,000

881,100

10.875% 5/1/09

B2

440,000

436,700

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

313,769

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

470,000

380,700

3,350,132

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp. 12.75% 2/1/03

B3

305,000

277,550

Packaging & Containers - 0.3%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

431,200

9.75% 6/15/07

Caa1

660,000

514,800

Norampac, Inc. 9.5% 2/1/08

B1

390,000

376,350

Packaging Corp. of America 9.625% 4/1/09

B2

370,000

365,375

1,687,725

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

77,378

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

380,000

334,400

411,778

TOTAL BASIC INDUSTRIES

5,727,185

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.0%

Numatics, Inc. 9.625% 4/1/08

B3

30,000

24,000

Construction - 0.1%

Blount, Inc. 13% 8/1/09

B3

270,000

274,725

Engineering - 0.0%

Anteon Corp. 12% 5/15/09

B3

170,000

153,000

Real Estate - 0.0%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

94,976

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

$ 100,000

$ 93,160

7.125% 3/15/04

Baa2

110,000

105,585

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

100,000

96,114

6.75% 2/15/08

Baa1

100,000

91,609

Pinnacle Holdings, Inc. 0% 3/15/08 (e)

B3

285,000

198,075

584,543

TOTAL CONSTRUCTION & REAL ESTATE

1,131,244

DURABLES - 0.0%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 6.5% 6/1/02

Baa1

120,000

116,878

Consumer Electronics - 0.0%

Whirlpool Corp. 8.6% 5/1/10

Baa1

40,000

41,276

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

135,000

128,887

TOTAL DURABLES

287,041

ENERGY - 0.4%

Coal - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

330,000

306,075

Energy Services - 0.1%

Baker Hughes, Inc. 5.8% 2/15/03

A2

90,000

86,184

R&B Falcon Corp. 6.5% 4/15/03

Ba3

320,000

296,800

RBF Finance Co. 11% 3/15/06

Ba3

300,000

321,000

703,984

Oil & Gas - 0.2%

Apache Corp. 7.625% 7/1/19

Baa1

75,000

72,417

Chesapeake Energy Corp. 9.625% 5/1/05

B2

680,000

663,000

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,880

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

94,964

8.125% 10/15/05

Baa1

140,000

141,666

8.375% 7/15/04

Baa1

195,000

196,743

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Petro-Canada 7% 11/15/28

A3

$ 50,000

$ 43,660

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

60,000

63,205

1,377,535

TOTAL ENERGY

2,387,594

FINANCE - 1.0%

Banks - 0.2%

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

70,686

BankBoston Corp. 6.625% 2/1/04

A3

60,000

57,821

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

124,651

6.65% 3/15/04

Baa3

260,000

249,730

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

93,065

Commonwealth Bank of Australia 8.5% 6/1/10

A1

100,000

103,774

Den Danske Bank AS 6.375% 6/15/08 (f)(i)

A1

170,000

156,081

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

91,388

Providian National Bank 6.7% 3/15/03

Baa3

100,000

95,634

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

50,000

51,934

1,094,764

Credit & Other Finance - 0.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

125,000

113,663

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

470,000

218,550

10% 3/15/04

Caa3

210,000

96,600

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

144,867

Details Capital Corp. 0% 11/15/07 (e)

Caa1

85,000

56,100

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

140,000

148,050

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,206

7.1% 6/23/04

A3

100,000

96,976

Finova Capital Corp.:

6.11% 2/18/03

Baa2

50,000

44,000

7.25% 11/8/04

Baa2

110,000

97,900

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

First Security Capital I 8.41% 12/15/26

A3

$ 110,000

$ 101,908

Ford Motor Credit Co.:

6.4513% 7/16/01 (i)

A2

400,000

400,433

7.5% 3/15/05

A2

140,000

138,950

7.875% 6/15/10

A2

400,000

400,568

Heller Financial, Inc. 6% 3/19/04

A3

180,000

168,451

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

280,000

182,000

7.6% 8/1/07

Ba2

790,000

418,700

7.875% 8/1/03

Ba2

130,000

80,600

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

130,000

123,696

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

37,693

6.875% 11/15/28

Baa1

90,000

77,818

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

99,063

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

58,267

6.75% 5/15/09

Baa1

90,000

80,475

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

150,000

151,500

3,591,034

Savings & Loans - 0.1%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

80,000

71,200

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

85,394

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

138,011

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

97,625

392,230

Securities Industry - 0.1%

Amvescap PLC yankee 6.375% 5/15/03

A3

200,000

190,872

Goldman Sachs Group LP 6.6338% 7/27/00 (i)(k)

A1

400,000

399,966

590,838

TOTAL FINANCE

5,668,866

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

112,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - continued

Medical Facilities Management - continued

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

$ 330,000

$ 313,500

Unilab Corp. 12.75% 10/1/09

B3

150,000

154,500

580,700

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

425,700

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(f)

-

500,000

255,000

Tyco International Group SA:

7% 6/15/28

Baa1

280,000

240,696

yankee 6.375% 6/15/05

Baa1

30,000

28,618

950,014

Pollution Control - 0.4%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

209,300

7.625% 1/1/06

Ba2

195,000

169,650

10% 8/1/09

B2

1,795,000

1,507,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

169,400

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

100,000

99,343

7.1% 8/1/26

Ba1

40,000

37,649

2,193,142

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

3,143,156

MEDIA & LEISURE - 4.5%

Broadcasting - 3.6%

Adelphia Communications Corp. 9.875% 3/1/07

B1

1,230,000

1,168,500

AMFM Operating, Inc. 12.625% 10/31/06 pay-in-kind

-

257,300

302,328

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

350,000

283,500

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

210,000

196,442

Callahan Nordrhein Westfalen 14% 7/15/10 (f)

B3

770,000

770,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 10% 4/1/09

B2

$ 705,000

$ 683,850

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

210,000

203,700

10.25% 7/1/07

B3

1,335,000

1,353,356

Clear Channel Communications, Inc.:

6.875% 6/15/18

Baa3

320,000

275,104

7.875% 6/15/05

Baa3

90,000

89,577

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

580,000

539,400

CSC Holdings, Inc. 10.5% 5/15/16

Ba3

280,000

295,400

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

645,000

495,038

yankee 0% 12/15/05 (e)

B3

300,000

280,500

Earthwatch, Inc. 0% 7/15/07 unit (e)(f)

-

430,000

275,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

515,000

496,975

9.375% 2/1/09

B2

420,000

405,300

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

100,000

62,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B1

700,000

603,750

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B1

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

590,000

396,775

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

180,000

196,200

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

200,000

168,718

International Cabletel, Inc. 0% 2/1/06 (e)

B3

220,000

202,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

380,000

193,800

LIN Holdings Corp. 0% 3/1/08 (e)

B3

305,000

200,538

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

60,000

57,251

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

890,000

614,100

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

562,188

11.5% 10/1/08

B3

690,000

695,175

NTL, Inc.:

0% 4/1/08 (e)

B3

1,735,000

1,075,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

NTL, Inc.: - continued

10% 2/15/07

B3

$ 240,000

$ 228,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

960,000

926,400

TCI Communications, Inc. 9.8% 2/1/12

A2

190,000

215,865

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

805,000

559,475

Telewest Communications PLC:

0% 4/15/09 (e)

B1

620,000

341,000

0% 2/1/10 (e)(f)

B1

615,000

325,950

Telewest PLC:

yankee 9.625% 10/1/06

B1

110,000

103,400

0% 10/1/07 (e)

B1

1,330,000

1,270,150

Time Warner, Inc. 9.125% 1/15/13

Baa3

155,000

169,865

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

1,310,000

615,700

10.875% 8/1/09

B2

2,057,000

1,810,160

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

33,338

20,082,068

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

418,000

380,380

Cinemark USA, Inc. 8.5% 8/1/08

B2

130,000

61,100

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

110,000

109,640

Premier Parks, Inc. 0% 4/1/08 (e)

B3

1,335,000

906,131

Viacom, Inc.:

6.75% 1/15/03

Baa1

110,000

108,032

7.75% 6/1/05

Baa1

115,000

115,390

1,680,673

Lodging & Gaming - 0.4%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

410,000

383,350

HMH Properties, Inc. 7.875% 8/1/05

Ba2

380,000

349,600

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

267,900

Host Marriott LP 8.375% 2/15/06

Ba2

630,000

589,050

ITT Corp. 7.375% 11/15/15

Ba1

150,000

125,625

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 390,000

$ 368,550

Station Casinos, Inc. 9.875% 7/1/10 (f)

B1

465,000

467,325

2,551,400

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

100,177

7.75% 1/20/24

Baa3

70,000

63,369

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

325,000

329,007

492,553

Restaurants - 0.1%

Domino's, Inc. 10.375% 1/15/09

B3

300,000

278,250

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

429,000

707,250

TOTAL MEDIA & LEISURE

25,513,944

NONDURABLES - 0.2%

Beverages - 0.1%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

120,000

115,332

6.8% 12/15/08

Baa3

105,000

98,472

213,804

Foods - 0.1%

ConAgra, Inc. 7.125% 10/1/26

Baa1

115,000

106,058

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

440,000

330,000

436,058

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

65,942

7.25% 9/15/01

A2

50,000

49,184

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

100,000

92,876

208,002

TOTAL NONDURABLES

857,864

RETAIL & WHOLESALE - 0.3%

Drug Stores - 0.0%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

100,000

51,500

7.125% 1/15/07

Caa1

40,000

21,200

72,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

RETAIL & WHOLESALE - continued

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

$ 125,000

$ 124,930

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

96,704

8.5% 6/15/03

Baa1

50,000

50,459

Kmart Corp. 12.5% 3/1/05

Baa3

510,000

553,350

825,443

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

110,000

109,979

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

1,230,000

848,700

958,679

TOTAL RETAIL & WHOLESALE

1,856,822

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

210,000

211,050

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

370,000

214,600

Medaphis Corp. 9.5% 2/15/05

Caa1

260,000

195,000

409,600

TOTAL SERVICES

620,650

TECHNOLOGY - 1.2%

Computer Services & Software - 0.6%

Amazon.com, Inc. 0% 5/1/08 (e)

Caa1

395,000

213,300

Concentric Network Corp. 12.75% 12/15/07

B-

120,000

126,000

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

715,000

350,350

12% 2/15/10

B3

970,000

751,750

12.5% 2/15/09

B3

201,000

159,795

Exodus Communications, Inc. 11.25% 7/1/08

B-

355,000

351,450

Federal Data Corp. 10.125% 8/1/05

B3

690,000

448,500

PSINet, Inc. 10.5% 12/1/06

B3

1,115,000

1,025,800

Verio, Inc. 10.375% 4/1/05

B3

11,000

11,715

3,438,660

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Computers & Office Equipment - 0.2%

Comdisco, Inc.:

6.375% 11/30/01

Baa1

$ 150,000

$ 145,139

7.25% 9/1/02

Baa1

125,000

120,986

Globix Corp. 12.5% 2/1/10

B-

570,000

470,250

Sun Microsystems, Inc. 7% 8/15/02

Baa1

35,000

34,783

771,158

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

535,000

575,125

Details, Inc. 10% 11/15/05

B3

110,000

104,500

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

100,000

101,000

10.375% 10/1/07

B3

310,000

316,200

Flextronics International Ltd. 9.875% 7/1/10 (f)

Ba3

225,000

228,375

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

1,000,000

835,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

230,000

245,525

2,405,725

TOTAL TECHNOLOGY

6,615,543

TRANSPORTATION - 0.2%

Air Transportation - 0.1%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

30,000

29,007

7.73% 9/15/12

Baa1

12,553

11,989

Delta Air Lines, Inc. 8.3% 12/15/29

Baa3

160,000

139,456

Qantas Airways Ltd. 7.75% 6/15/09 (f)

Baa1

110,000

109,450

US Airways Group, Inc. 10.375% 3/1/13

Ba3

360,000

320,400

610,302

Railroads - 0.1%

Burlington Northern
Santa Fe Corp. 6.125% 3/15/09

Baa2

150,000

133,680

Canadian National Railway Co. 6.9% 7/15/28

Baa2

150,000

126,551

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

52,178

6.46% 6/22/05

Baa2

100,000

94,039

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TRANSPORTATION - continued

Railroads - continued

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 215,019

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

88,821

710,288

TOTAL TRANSPORTATION

1,320,590

UTILITIES - 3.6%

Cellular - 1.5%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

525,000

320,250

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

230,000

231,725

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

1,067,000

810,920

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,113,500

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

2,760,000

2,056,200

Nextel International, Inc. 0% 4/15/08 (e)

Caa1

815,000

537,900

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

530,000

519,400

TeleCorp PCS, Inc. 0% 4/15/09 (e)

B3

595,000

391,213

Triton PCS, Inc. 0% 5/1/08 (e)

B3

560,000

404,600

Vodafone AirTouch PLC 7.625% 2/15/05 (f)

A2

105,000

104,887

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

255,000

170,850

10.375% 11/15/09

B2

1,550,000

1,612,000

8,273,445

Electric Utility - 0.1%

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

130,000

115,788

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

65,000

65,439

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

95,040

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

58,571

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

145,716

yankee 7.875% 12/15/26 (f)

A3

80,000

70,665

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Texas Utilities Co. 6.375% 1/1/08

Baa3

$ 40,000

$ 36,130

587,349

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

50,000

49,990

Telephone Services - 2.0%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

250,000

181,875

12.875% 5/15/08

B3

260,000

281,450

Cable & Wireless Optus Ltd. 8% 6/22/10 (f)

Baa1

100,000

99,383

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

260,000

264,142

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

480,000

216,000

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

145,000

139,563

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

475,000

479,750

ICG Services, Inc. 0% 5/1/08 (e)

B3

400,000

184,000

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

352,625

0% 3/1/09 (e)

B3

250,000

151,875

Level 3 Communications, Inc. 9.125% 5/1/08

B3

765,000

686,588

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

675,000

216,000

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

670,000

559,450

9.5% 11/1/08

B1

215,000

209,625

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

95,000

93,338

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

540,000

506,250

Ono Finance PLC 13% 5/1/09

Caa1

370,000

349,650

Pathnet, Inc. 12.25% 4/15/08

-

840,000

470,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

1,356,000

535,620

12.75% 4/15/09

B3

695,000

472,600

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa2

140,000

130,379

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

175,104

7.7% 7/20/29

Baa1

160,000

150,667

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

$ 770,000

$ 354,200

11.5% 12/1/07

Caa1

890,000

689,750

WinStar Communications, Inc.:

0% 4/15/10 (e)(f)

B3

2,636,000

1,225,740

12.75% 4/15/10 (f)

B3

1,961,000

1,892,365

WorldCom, Inc. 8.875% 1/15/06

A3

103,000

106,797

11,175,186

TOTAL UTILITIES

20,085,970

TOTAL NONCONVERTIBLE BONDS

76,449,169

TOTAL CORPORATE BONDS

(Cost $84,294,396)

78,365,707

U.S. Government and Government
Agency Obligations - 2.4%

U.S. Government Agency Obligations - 1.2%

Fannie Mae:

6% 5/15/08

Aaa

1,000,000

932,570

6.5% 4/29/09

Aaa

245,000

228,884

7.125% 2/15/05

Aaa

255,000

256,035

7.25% 5/15/30

Aaa

310,000

316,310

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

827,402

Freddie Mac:

0% 8/17/00

-

2,000,000

1,983,698

5.5% 5/15/02

Aaa

1,000,000

975,310

5.75% 3/15/09

Aaa

510,000

464,498

6.25% 7/15/04

Aaa

200,000

194,438

6.875% 1/15/05

Aaa

85,000

84,469

7% 7/15/05

Aaa

110,000

109,846

7.625% 9/9/09

Aaa

85,000

83,805

Tennessee Valley Authority 7.125% 5/1/30

Aaa

65,000

65,273

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

6,522,538

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 5.76% 8/24/00 (h)

-

1,000,000

991,983

U.S. Treasury Bonds:

6.875% 8/15/25

Aaa

135,000

147,128

8% 11/15/21

Aaa

50,000

60,446

8.125% 8/15/19

Aaa

1,780,000

2,151,860

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8.875% 8/15/17

Aaa

$ 219,000

$ 279,157

8.875% 2/15/19

Aaa

259,000

333,341

U.S. Treasury Notes:

5.875% 10/31/01

Aaa

700,000

694,533

6.625% 6/30/01

Aaa

1,315,000

1,316,644

7.25% 8/15/04

Aaa

20,000

20,678

7.875% 11/15/04

Aaa

830,000

878,895

TOTAL U.S. TREASURY OBLIGATIONS

6,874,665

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $13,316,132)

13,397,203

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.3%

6% 3/1/11 to 1/1/29

Aaa

1,157,618

1,100,240

6.5% 2/1/26 to 11/1/29

Aaa

3,584,741

3,385,228

7% 8/1/25 to 12/1/29

Aaa

3,017,374

2,921,248

7.5% 5/1/24 to 1/1/30

Aaa

2,639,765

2,603,005

7.5% 7/1/30

Aaa

1,200,000

1,182,375

8% 1/1/30

Aaa

398,480

400,098

8% 7/1/30 (g)

Aaa

1,155,000

1,159,332

TOTAL FANNIE MAE

12,751,526

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

131,845

130,404

Government National Mortgage Association - 0.3%

7% 7/15/28

Aaa

847,185

823,616

7.5% 1/15/26 to 8/15/28

Aaa

775,734

770,452

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

1,594,068

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $14,760,546)

14,475,998

Asset-Backed Securities - 0.2%

Airplanes pass through trust 10.875% 3/15/19

Ba2

340,757

252,160

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

146,859

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

96,797

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

115,950

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

18,974

18,879

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CPS Auto Receivables Trust 6% 8/15/03

Aaa

$ 72,514

$ 71,517

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

174,544

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

90,000

88,777

6.4% 12/15/02

Aa2

50,000

49,350

7.03% 11/15/03

Aaa

24,000

23,981

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

19,008

18,990

Olympic Automobile Receivables Trust 6.7% 3/15/02

Aaa

6,288

6,286

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 6.125% 2/5/03 (f)(i)

Baa2

54,596

54,331

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

50,000

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

79,617

79,095

TOTAL ASSET-BACKED SECURITIES

(Cost $1,381,710)

1,247,516

Collateralized Mortgage Obligations - 0.0%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(f)(i)

Ba3

167,970

80,993

U.S. Government Agency - 0.0%

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

100,000

90,016

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

89,859

TOTAL U.S. GOVERNMENT AGENCY

179,875

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $268,920)

260,868

Commercial Mortgage Securities - 0.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (f)(i)

BBB

$ 36,512

$ 36,294

CBM Funding Corp. sequential pay Series 1996-1:

Class A-3PI, 7.08% 11/1/07

AA

100,000

98,242

Class B, 7.48% 2/1/08

A

80,000

78,172

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

183,859

Series 1998-FL1 Class E, 7.4913% 1/10/13 (f)(i)

Baa2

220,000

219,020

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

125,759

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (i)

-

320,000

227,700

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (f)(i)

-

250,000

165,234

Series 1997-B Class E, 7.8912% 9/15/19 (f)(i)

-

100,000

38,000

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba3

250,000

201,055

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (f)(i)

Baa3

180,000

155,623

LTC Commercial Mortgage pass through certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

447,500

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

103,030

96,929

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (f)(i)

-

76,623

76,204

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (i)

Baa2

140,000

127,728

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(i)

-

125,000

115,762

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

$ 50,000

$ 50,484

Structured Asset Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (f)

BB

1,000,000

921,445

Series 1996-CFL Class E, 7.75% 2/25/28

BBB

80,000

79,331

Thirteen Affiliates of General Growth Properties, Inc.:

Series D-2, 6.992% 12/15/10 (f)

Baa2

140,000

128,827

Series E-2, 7.224% 12/15/10 (f)

Baa3

100,000

89,828

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,940,126)

3,662,996

Foreign Government and Government
Agency Obligations (j)- 0.1%

Korean Republic yankee 8.875% 4/15/08

Baa2

46,000

47,449

Quebec Province 7.5% 9/15/29

A2

340,000

334,019

United Mexican States 9.875% 2/1/10

Baa3

150,000

156,750

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $539,426)

538,218

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

142,893

Purchased Bank Debt - 1.6%

American Tower L P term loan 9.53% 12/31/07 (i)

-

600,000

603,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (i)

Ba3

1,000,000

993,750

Crown Castle Operating Co. term loan 9.46% 6/15/08 (i)

Ba3

800,000

802,000

Dynatech LLC term loan 10.03% 9/1/07 (i)

-

760,000

756,200

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Huntsman ICI Chemicals LLC sr. secured:

term B loan 9.875% 6/30/07 (i)

-

$ 341,250

$ 342,103

term C loan 9.8128% 6/30/08 (i)

-

438,920

440,017

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (i)

-

700,000

719,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (i)

Ba2

750,000

751,875

Nextel Finance Co. term loan:

9.6875% 6/30/08 (i)

Ba2

500,000

501,875

10.375% 12/31/08 (i)

Ba2

500,000

501,875

Packaging Corp. of America term loan 0% 5/22/07 (i)

-

500,000

501,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (i)

B1

300,000

298,125

Tritel Holding Corp. term loan 11.15% 12/31/07 (i)

B2

750,000

752,813

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (i)

B+

900,000

897,750

Wci Capital Corp. term loan 11.43% 9/30/07 (i)

B2

400,000

399,000

TOTAL PURCHASED BANK DEBT

(Cost $9,276,347)

9,260,883

Bank Notes - 0.1%

Bank One NA 6.29% 8/25/00
(Cost $350,000)

350,000

349,447

Certificates of Deposit - 0.1%

Canadian Imperial Bank of Commerce yankee 7.01% 11/27/00
(Cost $350,000)

350,000

350,194

Commercial Paper - 0.3%

CIT Group, Inc. 6.43% 7/5/00

350,000

349,869

Daimler-Chrysler North America Holding Corp. yankee 6.65% 11/7/00

350,000

341,826

General Motors Acceptance Corp. 6.62% 8/28/00

380,000

376,116

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

350,000

341,735

Woolwich PLC yankee 6.21% 7/19/00

350,000

348,969

TOTAL COMMERCIAL PAPER

(Cost $1,757,427)

1,758,515

Cash Equivalents - 7.6%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 2,216,261

$ 2,215,000

Shares

Central Cash Collateral Fund, 6.71% (c)

501,400

501,400

Taxable Central Cash Fund, 6.59% (c)

39,965,070

39,965,070

TOTAL CASH EQUIVALENTS

(Cost $42,681,470)

42,681,470

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $509,744,964)

565,029,889

NET OTHER ASSETS - (0.1)%

(325,417)

NET ASSETS - 100%

$ 564,704,472

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

74 S&P 500 Stock Index Contracts

Sept. 2000

$ 27,159,850

$ (154,341)

The face value of futures purchased as a percentage of net assets - 4.8%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $10,009,281 or 1.8% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $991,983.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP 6.6338% 7/27/00

1/25/99

$ 400,000

Micron Technology, Inc. 6.5% 9/30/05

11/1/99

$ 787,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.4%

AAA, AA, A

4.6%

Baa

1.7%

BBB

1.5%

Ba

2.1%

BB

2.3%

B

8.2%

B

8.6%

Caa

1.8%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.2%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $410,590,429 and $446,509,326, respectively, of which long-term U.S. government and government agency obligations aggregated $21,640,909 and $29,574,212, respectively.

The market value of futures contracts opened and closed during the period amounted to $42,463,560 and $25,435,756, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $11,215 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $1,234,966 and 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $508,362. The fund received cash collateral of $501,400 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $511,113,364. Net unrealized appreciation aggregated $53,916,525, of which $78,810,087 related to appreciated investment securities and $24,893,562 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,215,000)
(cost $509,744,964) -
See accompanying schedule

$ 565,029,889

Cash

580,771

Receivable for investments sold

2,971,635

Receivable for fund shares sold

144,989

Dividends receivable

223,283

Interest receivable

2,250,205

Receivable for daily variation on futures contracts

128,478

Other receivables

4,662

Total assets

571,333,912

Liabilities

Payable for investments purchased
Regular delivery

$ 4,480,071

Delayed delivery

1,156,414

Payable for fund shares redeemed

103,022

Accrued management fee

268,525

Distribution fees payable

1,214

Other payables and
accrued expenses

118,794

Collateral on securities loaned,
at value

501,400

Total liabilities

6,629,440

Net Assets

$ 564,704,472

Net Assets consist of:

Paid in capital

$ 459,835,599

Undistributed net investment income

8,042,512

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

41,695,777

Net unrealized appreciation (depreciation) on investments

55,130,584

Net Assets

$ 564,704,472

Initial Class:
Net Asset Value, offering price
and redemption price per share ($550,572,837
÷ 33,870,150 shares)

$16.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($13,501,543
÷ 835,401 shares)

$16.16

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($630,092
÷ 39,021 shares)

$16.15

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 2,439,432

Interest

6,412,593

Security lending

3,343

Total income

8,855,368

Expenses

Management fee

$ 1,608,808

Transfer agent fees

183,381

Distribution fees

6,175

Accounting and security lending fees

98,601

Non-interested trustees' compensation

884

Custodian fees and expenses

17,239

Registration fees

246

Audit

13,564

Legal

2,214

Miscellaneous

12,474

Total expenses before reductions

1,943,586

Expense reductions

(19,481)

1,924,105

Net investment income

6,931,263

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

41,710,684

Foreign currency transactions

25

Futures contracts

303,300

42,014,009

Change in net unrealized appreciation (depreciation) on:

Investment securities

(56,540,361)

Assets and liabilities in
foreign currencies

(1)

Futures contracts

(189,604)

(56,729,966)

Net gain (loss)

(14,715,957)

Net increase (decrease) in net assets resulting from operations

$ (7,784,694)

Other Information

Expense reductions
Directed brokerage arrangements

$ 16,516

Custodian credits

2,965

$ 19,481

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 6,931,263

$ 13,100,308

Net realized gain (loss)

42,014,009

48,664,911

Change in net unrealized appreciation (depreciation)

(56,729,966)

17,820,079

Net increase (decrease) in net assets resulting from operations

(7,784,694)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

40,407,233

13,695,216

Total increase (decrease) in net assets

(26,675,767)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $8,042,512 and $13,084,201, respectively)

$ 564,704,472

$ 591,380,239

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

2,257,146

$ 36,909,555

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(3,600,176)

(59,212,121)

(5,095,721)

(86,190,044)

Net increase (decrease)

2,276,519

$ 35,827,391

537,286

$ 6,959,530

Service Class
Sold

224,493

$ 3,664,261

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(53,879)

(864,210)

(60,280)

(1,004,355)

Net increase (decrease)

243,118

$ 3,957,938

405,697

$ 6,735,686

Service Class 2 A
Sold

39,435

$ 628,570

-

$ -

Reinvested

655

10,461

-

-

Redeemed

(1,069)

(17,127)

-

-

Net increase (decrease)

39,021

$ 621,904

-

$ -

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,780

144,992

Service Class 2 A

8,437

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995 E

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.40 D

.41 D

.36 D

.21

.10

Net realized and unrealized gain (loss)

(.45)

2.04

2.19

2.92

2.08

2.20

Total from investment operations

(.25)

2.44

2.60

3.28

2.29

2.30

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

(.11)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

(.42)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

(.53)

Net asset value, end of period

$ 16.26

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Total Return B, C

(1.29)%

15.26%

17.57%

25.07%

20.04%

23.02%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 550,573

$ 580,555

$ 528,874

$ 483,231

$ 253,024

$ 68,247

Ratio of expenses to average net assets

.69% A

.71%

.73%

.77%

.87%

1.00% G

Ratio of expenses to average net assets after
expense reductions

.69% A

.70% H

.72% H

.76% H

.85% H

1.00%

Ratio of net investment income to average net assets

2.48% A

2.38%

2.60%

2.44%

2.63%

1.69%

Portfolio turnover

154% A

92%

98%

90%

120%

343%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 F

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.19

.38

.40

.07

Net realized and unrealized gain (loss)

(.45)

2.03

2.14

.34

Total from investment operations

(.26)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 16.16

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(1.30)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,502

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80% A

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% A, H

.81% H

.88% H

.87% A

Ratio of net investment income to average net assets

2.38% A

2.27%

2.65%

2.70% A

Portfolio turnover

154% A

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 5, 1995 (commencement of sale of Initial Class shares) to December 31, 1995.

F For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.16

Net realized and unrealized gain (loss)

.07 E

Total from investment operations

.23

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 16.15

Total Return B

1.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 630

Ratio of expenses to average net assets

.94% A

Ratio of net investment income to average net assets

2.23% A

Portfolio turnover

154% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10 years

Fidelity VIP: Asset Manager -
Service Class 2

4.66%

13.99%

12.56%

Asset Manager Composite

6.29%

14.27%

11.82%

S&P 500

7.25%

23.80%

17.80%

LB Aggregate Bond

4.57%

6.25%

7.82%

LB 3 Month T-Bill

5.57%

5.41%

5.08%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.*

The benchmarks listed in the table above include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2 on June 30, 1990. By June 30, 2000, the value of the investment would have grown to $32,632 - a 226.32% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $51,473 over the same period - a 414.73% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,227 - a 112.27% increase. You can also look at how the Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $30,570 - a 205.70% increase.

* 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.

Investment Summary

Top Five Stocks as of June 30, 2000

% of fund's
net assets

General Electric Co.

2.4

Intel Corp.

1.8

Pfizer, Inc.

1.6

Cisco Systems, Inc.

1.6

Microsoft Corp.

1.6

9.0

Top Five Bond Issuers as of June 30, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.4

U.S. Treasury Obligations

3.8

Government National Mortgage Association

1.1

Federal Home Loan Bank

1.0

Freddie Mac

0.6

15.9

Asset Allocation as of June 30, 2000

% of fund's net assets *

Stock class 53.0%

Bonds class 35.7%

Short-Term class 11.3%

* Foreign investments 4.5%



Asset allocation in the pie chart reflects the categorization of assets as defined in the fund's Prospectus. Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
Note to shareholders:
Bart Grenier became Portfolio Manager of Asset Manager Portfolio on May 1, 2000.

Q. How did the fund perform, Bart?

A. For the six- and 12-month periods that ended June 30, 2000,
the fund trailed the Asset Manager Composite Index, which returned 1.80% and 6.29%, respectively.

Q. How did the fund's asset allocation strategies play out
during the past six months?

A. The fund maintained a modest tilt toward equities, averaging just under 53% for the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Given the bullish environment for stocks in the first quarter of 2000, the fund's overexposure here garnered it an edge over the composite index early in the period. However, the fund's wins during the period were more than offset by its losses suffered during the sharp, broad market decline of April and May, even though stocks rallied again in June. On the bond front, the fund continued to emphasize investment-grade debt, which helped. However, our exposure to high-yield securities hurt, as this asset class had a particularly difficult period.

Q. What factors influenced performance of the equity subportfolio?

A. Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index, choosing instead to focus his efforts on individual stock picking. The fund benefited from owning a number of high-quality tech names that effectively weathered the correction in the spring and delivered strong returns for the period. Texas Instruments, Adobe Systems and ADC Telecommunications led the way, followed by Intel, Corning and Cisco. The fund's exposure to health stocks, particularly Amgen and Pfizer, helped amid a rally in biotechnology shares. Growth-oriented financials, such as Lehman Brothers, and energy stocks, such as BP Amoco, also were meaningful contributors. Conversely, we were caught holding a number of disappointments within tech, including Qualcomm, Motorola and Lucent, which each fell on weak earnings. Neither BP Amoco nor Lucent was held at the close of the period. Poor performance among retail stocks also hurt the fund's return as Wal-Mart, Lowe's and Home Depot all declined. Overall, the equity subportfolio trailed the index slightly during the six-month period, but outperformed it during the past 12 months.

Q. How did the bond portion of the fund fare?

A. High-yield bonds suffered from poor liquidity and declining credit quality. Fred Hoff - who directed the fund's high-yield investments until June 1, 2000, when Mark Notkin took over - helped limit our losses by avoiding the names that fell the furthest amid the period's downtrend. Switching gears, Charlie Morrison and his team did a nice job of positioning the investment-grade component of the fund to benefit from changing market conditions. Following strong performance turned in by the spread sectors - namely corporate bonds and mortgage securities - in the fourth quarter of 1999, we reduced our exposure to these markets, particularly to long-term corporates, in early January. This strategy benefited the fund, as spread-sector performance deteriorated during the period. A driving influence at this time was the U.S. Treasury's announcement in January of its intention to reduce new borrowing and use government surplus proceeds to repurchase outstanding debt. This move sparked a tremendous rally in long-term Treasuries. So, despite the Federal Reserve Board's actions to raise rates during the period, the much improved supply/demand picture painted by the Treasury buybacks led to a positive return for the investment-grade subportfolio.

Q. And the fund's short-term/money market investments?

A. John Todd felt that concerns surrounding Y2K were overblown and, thus, used the opportunity to extend the average maturity of the fund's money-market subportfolio early on to take advantage of a steeply sloped yield curve. Early in 2000, however, the yield curve flattened out dramatically. In response, we let the average maturity roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Fed tightening. Shareholders should note that John may choose to invest in a money market mutual fund rather than invest directly in money market securities in the future.

Q. What's your outlook?

A. It's still unclear as to whether or not the Fed can successfully orchestrate a soft landing, which would be very constructive for stocks. There's a lot of conflicting evidence out there in terms of economic data that will have to get cleared up before we can know for sure if the economy has actually slowed down a couple notches to be considered a soft landing. Until then, I think we'll be in sort of a narrow trading range in terms of the equity market. Security selection in this type of environment will become even more important, which bodes well for us given the strength of Fidelity's research.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2000, more than $4.5 billion

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 48.5%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.3%

Boeing Co.

309,600

$ 12,945,150

Honeywell International, Inc.

358,387

12,073,162

Northrop Grumman Corp.

193,300

12,806,125

United Technologies Corp.

362,406

21,336,653

59,161,090

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,162,500

Pharmacia Corp.

200,000

10,337,500

Praxair, Inc.

123,900

4,638,506

22,138,506

Iron & Steel - 0.0%

Mueller Industries, Inc.

51,200

1,433,600

TOTAL BASIC INDUSTRIES

23,572,106

DURABLES - 0.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

281,200

23,199,000

Consumer Electronics - 0.0%

Whirlpool Corp.

21,000

979,125

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

6,345,000

6,556,125

TOTAL DURABLES

30,734,250

ENERGY - 3.4%

Energy Services - 0.2%

BJ Services Co. (a)

173,000

10,812,500

Oil & Gas - 3.2%

Amerada Hess Corp.

55,000

3,396,250

Apache Corp.

151,900

8,933,619

Chevron Corp.

448,200

38,012,963

EOG Resources, Inc.

130,000

4,355,000

Exxon Mobil Corp.

809,875

63,575,188

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,703,125

145,976,145

TOTAL ENERGY

156,788,645

FINANCE - 6.6%

Banks - 1.9%

Bank of America Corp.

270,000

11,610,000

Chase Manhattan Corp.

268,050

12,347,053

FleetBoston Financial Corp.

579,905

19,716,770

Shares

Value (Note 1)

J.P. Morgan & Co., Inc.

154,600

$ 17,025,325

Wells Fargo & Co.

650,000

25,187,500

85,886,648

Credit & Other Finance - 1.8%

American Express Co.

292,500

15,246,563

Citigroup, Inc.

975,800

58,791,950

Providian Financial Corp.

85,950

7,735,500

81,774,013

Insurance - 0.6%

CIGNA Corp.

60,600

5,666,100

Marsh & McLennan Companies, Inc.

173,600

18,130,350

MGIC Investment Corp.

95,800

4,358,900

28,155,350

Savings & Loans - 0.4%

Golden West Financial Corp.

428,700

17,496,319

Securities Industry - 1.9%

AXA Financial, Inc.

15,700

533,800

Lehman Brothers Holdings, Inc.

441,600

41,758,800

Merrill Lynch & Co., Inc.

129,800

14,927,000

Morgan Stanley Dean Witter & Co.

346,800

28,871,100

86,090,700

TOTAL FINANCE

299,403,030

HEALTH - 4.8%

Drugs & Pharmaceuticals - 3.5%

Amgen, Inc.

640,700

45,009,175

Forest Laboratories, Inc. (a)

80,000

8,080,000

IVAX Corp. (a)

120,000

4,980,000

Merck & Co., Inc.

346,000

26,512,250

Pfizer, Inc.

1,577,200

75,705,600

160,287,025

Medical Equipment & Supplies - 0.7%

Johnson & Johnson

296,300

30,185,563

Millipore Corp.

34,700

2,615,513

32,801,076

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

170,000

5,163,750

UnitedHealth Group, Inc.

216,800

18,590,600

23,754,350

TOTAL HEALTH

216,842,451

INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%

Electrical Equipment - 2.5%

General Electric Co.

2,048,100

108,549,300

Scientific-Atlanta, Inc.

80,000

5,960,000

114,509,300

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.1%

Parker-Hannifin Corp.

69,200

$ 2,370,100

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

116,879,400

MEDIA & LEISURE - 1.5%

Broadcasting - 0.0%

NTL, Inc. warrants 10/14/08 (a)

3,742

153,422

Entertainment - 0.5%

Viacom, Inc. Class B (non-vtg.) (a)

85,000

5,795,938

Walt Disney Co.

459,600

17,838,225

23,634,163

Publishing - 1.0%

Dow Jones & Co., Inc.

77,100

5,647,575

Gannett Co., Inc.

324,500

19,409,156

Knight-Ridder, Inc.

128,700

6,845,231

McGraw-Hill Companies, Inc.

56,000

3,024,000

The New York Times Co. Class A

219,200

8,658,400

43,584,362

Restaurants - 0.0%

Darden Restaurants, Inc.

151,600

2,463,500

TOTAL MEDIA & LEISURE

69,835,447

NONDURABLES - 2.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

564,200

42,138,688

Pepsi Bottling Group, Inc.

389,800

11,377,288

53,515,976

Foods - 0.9%

PepsiCo, Inc.

350,000

15,553,125

Quaker Oats Co.

284,000

21,335,500

Sysco Corp.

140,000

5,897,500

42,786,125

Household Products - 0.2%

Colgate-Palmolive Co.

170,000

10,178,750

TOTAL NONDURABLES

106,480,851

RETAIL & WHOLESALE - 3.6%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

500,000

5,125,000

General Merchandise Stores - 1.9%

Sears, Roebuck & Co.

334,600

10,916,325

Target Corp.

147,500

8,555,000

Wal-Mart Stores, Inc.

1,166,600

67,225,325

86,696,650

Retail & Wholesale, Miscellaneous - 1.6%

Best Buy Co., Inc. (a)

249,700

15,793,525

Circuit City Stores, Inc. -
Circuit City Group

129,900

4,311,056

Shares

Value (Note 1)

Home Depot, Inc.

624,300

$ 31,175,981

Lowe's Companies, Inc.

358,400

14,716,800

Tiffany & Co., Inc.

77,900

5,258,250

71,255,612

TOTAL RETAIL & WHOLESALE

163,077,262

SERVICES - 0.1%

Leasing & Rental - 0.1%

Hertz Corp. Class A

115,700

3,246,831

TECHNOLOGY - 16.9%

Communications Equipment - 3.8%

ADC Telecommunications, Inc. (a)

433,000

36,317,875

Cisco Systems, Inc. (a)

1,174,000

74,622,375

Comverse Technology, Inc. (a)

312,400

29,053,200

Corning, Inc.

120,000

32,385,000

172,378,450

Computer Services & Software - 4.0%

Adobe Systems, Inc.

390,400

50,752,000

First Data Corp.

302,900

15,031,413

Microsoft Corp. (a)

897,700

71,816,000

Oracle Corp. (a)

505,400

42,485,188

Sybase, Inc. (a)

200,000

4,600,000

184,684,601

Computers & Office Equipment - 2.8%

EMC Corp. (a)

216,400

16,649,275

Hewlett-Packard Co.

300,000

37,462,500

International Business Machines Corp.

319,400

34,994,263

Sun Microsystems, Inc. (a)

406,100

36,929,719

126,035,757

Electronic Instruments - 1.2%

Agilent Technologies, Inc.

53,440

3,941,200

Applied Materials, Inc. (a)

273,600

24,795,000

KLA-Tencor Corp. (a)

80,000

4,685,000

LAM Research Corp. (a)

75,300

2,823,750

Teradyne, Inc. (a)

233,800

17,184,300

53,429,250

Electronics - 5.1%

Advanced Micro Devices, Inc. (a)

200,000

15,450,000

Analog Devices, Inc. (a)

49,200

3,739,200

Intel Corp.

601,600

80,426,400

LSI Logic Corp. (a)

303,600

16,432,350

Motorola, Inc.

1,041,051

30,255,545

National Semiconductor Corp. (a)

173,000

9,817,750

Texas Instruments, Inc.

1,040,800

71,489,950

Vishay Intertechnology, Inc. (a)

194,700

7,386,431

234,997,626

TOTAL TECHNOLOGY

771,525,684

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

AMR Corp.

100,000

$ 2,643,750

Delta Air Lines, Inc.

75,000

3,792,188

6,435,938

UTILITIES - 4.1%

Cellular - 0.6%

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

20,375

QUALCOMM, Inc. (a)

346,400

20,784,000

Sprint Corp. - PCS Group Series 1 (a)

100,000

5,950,000

26,754,375

Electric Utility - 0.8%

Energy East Corp.

654,000

12,466,875

Entergy Corp.

150,000

4,078,125

Northeast Utilities

129,800

2,823,150

PECO Energy Co.

100,000

4,031,250

Pinnacle West Capital Corp.

112,500

3,810,938

PPL Corp.

128,500

2,818,969

Public Service Enterprise Group, Inc.

170,100

5,889,713

35,919,020

Gas - 0.6%

Dynegy, Inc. Class A

90,000

6,148,125

Enron Corp.

319,800

20,627,100

26,775,225

Telephone Services - 2.1%

BellSouth Corp.

762,300

32,493,038

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

17,400

Pathnet, Inc. warrants 4/15/08 (a)(g)

4,665

46,650

Sprint Corp. - FON Group

314,900

16,059,900

U.S. WEST, Inc.

375,000

32,156,250

WorldCom, Inc. (a)

324,450

14,884,144

95,657,382

TOTAL UTILITIES

185,106,002

TOTAL COMMON STOCKS

(Cost $1,639,229,725)

2,209,088,987

Nonconvertible Preferred Stocks - 1.3%

CONSTRUCTION & REAL ESTATE - 0.1%

Real Estate Investment Trusts - 0.1%

California Federal Preferred
Capital Corp. $2.2812

156,349

3,322,416

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II 8.875%

1,490

1,326,490

Shares

Value (Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

653

$ 595,719

MEDIA & LEISURE - 0.4%

Broadcasting - 0.3%

Adelphia Communications Corp. $13.00

15,763

1,623,589

CSC Holdings, Inc. 11.125% pay-in-kind

102,653

10,727,239

12,350,828

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

32,995

2,862,316

Series D, $10.00

15,250

1,410,625

4,272,941

TOTAL MEDIA & LEISURE

16,623,769

RETAIL & WHOLESALE - 0.0%

Grocery Stores - 0.0%

Supermarkets General Holdings Corp. $3.52 pay-in-kind

17,231

17,231

UTILITIES - 0.8%

Cellular - 0.4%

Crown Castle International Corp.
12.75% pay-in-kind

2,079

2,120,580

Nextel Communications, Inc.
11.125% pay-in-kind

14,671

14,157,515

16,278,095

Telephone Services - 0.4%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

5,283

4,728,285

Intermedia Communications, Inc.
13.5% pay-in-kind

5,292

5,133,240

IXC Communications, Inc.
12.5% pay-in-kind

1,384

1,384,000

NEXTLINK Communications, Inc.
14% pay-in-kind

185,967

9,484,317

20,729,842

TOTAL UTILITIES

37,007,937

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $61,177,855)

58,893,562

Corporate Bonds - 16.9%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 0.2%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 7,210,000

$ 5,939,238

Total Renal Care Holdings, Inc. 7% 5/15/09 (g)

B3

2,940,000

1,955,100

7,894,338

MEDIA & LEISURE - 0.0%

Lodging & Gaming - 0.0%

Hilton Hotels Corp.
5% 5/15/06

Ba2

3,680,000

2,907,200

TOTAL CONVERTIBLE BONDS

10,801,538

Nonconvertible Bonds - 16.7%

AEROSPACE & DEFENSE - 0.2%

Defense Electronics - 0.1%

Raytheon Co.
5.95% 3/15/01

Baa2

4,500,000

4,447,485

Ship Building & Repair - 0.1%

Newport News Shipbuilding, Inc.
9.25% 12/1/06

Ba3

3,515,000

3,515,000

TOTAL AEROSPACE & DEFENSE

7,962,485

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.4%

Avecia Group PLC
11% 7/1/09

B2

3,440,000

3,371,200

Huntsman Corp.
9.5% 7/1/07 (g)

B2

3,520,000

3,212,000

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

625,000

625,000

Lyondell Chemical Co.:

9.875% 5/1/07

Ba3

5,050,000

4,999,500

10.875% 5/1/09

B2

2,570,000

2,550,725

Sovereign Specialty Chemicals, Inc.
11.875% 3/15/10

B3

1,655,000

1,702,581

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

1,935,000

1,567,350

18,028,356

Metals & Mining - 0.0%

Kaiser Aluminum & Chemical Corp.
12.75% 2/1/03

B3

1,630,000

1,483,300

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

2,175,250

9.75% 6/15/07

Caa1

3,675,000

2,866,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norampac, Inc.
9.5% 2/1/08

B1

$ 2,100,000

$ 2,026,500

Packaging Corp. of America 9.625% 4/1/09

B2

2,020,000

1,994,750

9,063,000

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa1

3,320,000

3,211,170

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Caa1

2,035,000

1,790,800

5,001,970

TOTAL BASIC INDUSTRIES

33,576,626

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

Numatics, Inc.
9.625% 4/1/08

B3

170,000

136,000

Construction - 0.0%

Blount, Inc. 13% 8/1/09

B3

1,465,000

1,490,638

Engineering - 0.0%

Anteon Corp.
12% 5/15/09

B3

980,000

882,000

Real Estate - 0.1%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,801,792

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,481,244

7.125% 3/15/04

Baa2

4,200,000

4,031,412

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

3,600,000

3,460,104

6.75% 2/15/08

Baa1

1,590,000

1,456,583

Pinnacle Holdings, Inc.
0% 3/15/08 (e)

B3

1,510,000

1,049,450

11,478,793

TOTAL CONSTRUCTION & REAL ESTATE

16,789,223

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 6.5% 6/1/02

Baa1

4,520,000

4,402,390

Consumer Electronics - 0.0%

Whirlpool Corp.
8.6% 5/1/10

Baa1

1,390,000

1,434,341

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

5,070,000

4,840,430

TOTAL DURABLES

10,677,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.7%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

$ 1,890,000

$ 1,752,975

Energy Services - 0.2%

Baker Hughes, Inc.
5.8% 2/15/03

A2

3,980,000

3,811,248

R&B Falcon Corp.
6.5% 4/15/03

Ba3

1,785,000

1,655,588

RBF Finance Co.
11% 3/15/06

Ba3

1,260,000

1,348,200

6,815,036

Oil & Gas - 0.5%

Apache Corp.
7.625% 7/1/19

Baa1

2,970,000

2,867,713

Chesapeake Energy Corp. 9.625% 5/1/05

B2

3,710,000

3,617,250

Occidental Petroleum Corp. 6.39% 11/9/00

Baa3

1,000,000

996,030

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,053,839

8.125% 10/15/05

Baa1

4,935,000

4,993,727

8.375% 7/15/04

Baa1

2,335,000

2,355,875

Petro-Canada
7% 11/15/28

A3

1,290,000

1,126,428

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

1,980,430

20,991,292

TOTAL ENERGY

29,559,303

FINANCE - 3.8%

Banks - 1.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,400,000

1,394,246

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

2,847,636

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,638,256

Barclays Bank PLC yankee 5.95% 7/15/01

A1

7,650,000

7,595,371

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,109,503

6.375% 2/15/03

Baa2

3,570,000

3,423,095

6.48% 6/28/02

Baa2

1,740,000

1,691,454

6.65% 3/15/04

Baa3

2,320,000

2,228,360

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,690,476

Commonwealth Bank of Australia 8.5% 6/1/10

A1

1,700,000

1,764,158

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

8,340,000

7,657,163

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A2

$ 500,000

$ 497,985

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,006,647

7.375% 9/17/04

Baa2

615,000

595,997

yankee 6.5% 11/15/02

Baa2

665,000

643,654

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,823,035

Providian National Bank 6.7% 3/15/03

Baa3

3,060,000

2,926,400

Royal Bank of Scotland Group PLC
9.118% 3/31/49

A1

1,975,000

2,051,373

Summit Bancorp
8.625% 12/10/02

BBB+

1,730,000

1,751,296

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,474,520

55,810,625

Credit & Other Finance - 1.7%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

3,864,525

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

2,340,000

1,088,100

10% 3/15/04

Caa3

1,130,000

519,800

CIT Group, Inc.
5.5% 2/15/04

A1

680,000

626,797

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,814,831

Daimler-Chrysler NA Holding Corp.
6.59% 6/18/02

A1

900,000

889,299

Details Capital Corp.
0% 11/15/07 (e)

Caa1

505,000

333,300

Dobson/Sygnet Communications Co. 12.25% 12/15/08

-

755,000

798,413

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,478,355

7.1% 6/23/04

A3

3,980,000

3,859,645

Finova Capital Corp.:

6.11% 2/18/03

Baa2

5,720,000

5,033,600

6.12% 5/28/02

Baa2

2,000,000

1,870,000

7.25% 11/8/04

Baa2

3,890,000

3,462,100

First Security Capital I 8.41% 12/15/26

A3

1,690,000

1,565,684

Ford Motor Credit Co.:

6.4513% 7/16/01 (j)

A2

13,000,000

13,014,079

7.5% 3/15/05

A2

3,850,000

3,821,125

7.875% 6/15/10

A2

1,690,000

1,692,400

GS Escrow Corp.
7.125% 8/1/05

Ba1

2,800,000

2,487,352

Heller Financial, Inc.
6% 3/19/04

A3

5,050,000

4,725,992

HSBC Capital Funding LP 10.176% 12/31/49 (f)(g)

A1

2,600,000

2,784,210

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

$ 1,480,000

$ 962,000

7.6% 8/1/07

Ba2

4,190,000

2,220,700

7.875% 8/1/03

Ba2

690,000

427,800

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

2,865,000

2,726,076

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

1,971,358

Sprint Capital Corp.
6.875% 11/15/28

Baa1

2,905,000

2,511,779

The Money Store, Inc.
7.3% 12/1/02

A2

2,550,000

2,526,094

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,437,511

6.75% 5/15/09

Baa1

3,325,000

2,973,115

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

305,000

308,050

76,794,090

Savings & Loans - 0.3%

Chevy Chase Savings Bank FSB 9.25% 12/1/08

B1

730,000

649,700

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,685,161

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,765,815

7% 6/13/02

Baa3

3,400,000

3,351,686

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,197,875

14,650,237

Securities Industry - 0.5%

Amvescap PLC yankee:

6.375% 5/15/03

A3

2,200,000

2,099,592

6.6% 5/15/05

A3

4,410,000

4,108,268

Goldman Sachs Group LP 6.6338% 7/27/00 (j)(l)

A1

12,900,000

12,898,891

Morgan Stanley
Dean Witter & Co.
7.125% 1/15/03

Aa3

4,760,000

4,725,019

23,831,770

TOTAL FINANCE

171,086,722

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fountain View, Inc.
11.25% 4/15/08

Caa1

$ 2,330,000

$ 570,850

Unilab Corp.
12.75% 10/1/09

B3

725,000

746,750

1,317,600

INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC
11.875% 5/15/09

B3

2,490,000

2,465,100

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,810,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,564,635

yankee 6.375% 6/15/05

Baa1

830,000

791,762

9,631,997

Pollution Control - 0.3%

Allied Waste
North America, Inc.:

7.375% 1/1/04

Ba3

1,290,000

1,173,900

7.625% 1/1/06

Ba2

1,095,000

952,650

10% 8/1/09

B2

9,325,000

7,833,000

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

939,400

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

22,500

WMX Technologies, Inc.:

6.25% 10/15/00

Ba1

2,100,000

2,086,203

7.1% 8/1/26

Ba1

1,390,000

1,308,296

14,315,949

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

23,947,946

MEDIA & LEISURE - 3.9%

Broadcasting - 2.9%

Adelphia Communications Corp. 9.875% 3/1/07

B1

4,150,000

3,942,500

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,790,465

Ascent Entertainment Group, Inc.
0% 12/15/04 (e)

Ba1

2,145,000

1,737,450

British Sky Broadcasting Group PLC
8.2% 7/15/09

Baa3

6,040,000

5,650,058

Callahan
Nordrhein-Westfalen
14% 7/15/10 (g)

B3

4,120,144

4,120,144

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.
10% 4/1/09

B2

$ 4,100,000

$ 3,977,000

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,130,050

10.25% 7/1/07

B3

7,080,000

7,177,350

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

2,965,965

Comcast UK Cable Partners Ltd. 0% 11/15/07 (e)

B2

3,360,000

3,124,800

Continental
Cablevision, Inc.:

8.3% 5/15/06

A2

5,125,000

5,246,411

8.625% 8/15/03

A2

2,790,000

2,869,041

Diamond Cable Communications PLC:

0% 2/15/07 (e)

B3

3,730,000

2,862,775

yankee 0% 12/15/05 (e)

B3

2,460,000

2,300,100

Earthwatch, Inc. 0% 7/15/07 unit (e)(g)

-

2,530,000

1,619,200

EchoStar DBS Corp.:

9.25% 2/1/06

B2

2,820,000

2,721,300

9.375% 2/1/09

B2

2,305,000

2,224,325

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

B1

555,000

344,100

FrontierVision Holdings LP/FrontierVision
Holdings Capital Corp. 0% 9/15/07 (e)

B1

4,130,000

3,562,125

FrontierVision Operating Partners LP/FrontierVision Capital Corp.
11% 10/15/06

B1

1,910,000

1,910,000

Golden Sky DBS, Inc.
0% 3/1/07 (e)

Caa1

4,950,000

3,328,875

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

950,000

1,035,500

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,260,000

2,750,103

International Cabletel, Inc. 0% 2/1/06 (e)

B3

1,850,000

1,702,000

Knology Holding, Inc.
0% 10/15/07 (e)

-

2,220,000

1,132,200

LIN Holdings Corp.
0% 3/1/08 (e)

B3

1,635,000

1,075,013

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

2,395,000

2,285,261

NorthPoint Communication Holdings, Inc.
12.875% 2/15/10

Caa1

5,125,000

3,536,250

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

NTL Communications Corp. 11.5% 10/1/08

B3

$ 4,100,000

$ 4,130,750

NTL, Inc.:

0% 4/1/08 (e)

B3

9,455,000

5,862,100

10% 2/15/07

B3

2,020,000

1,919,000

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,365,000

3,247,225

TCI Communications, Inc. 9.8% 2/1/12

A2

4,550,000

5,169,392

Telemundo Holdings, Inc.
0% 8/15/08 (e)

Caa1

4,410,000

3,064,950

Telewest Communications PLC:

0% 4/15/09 (e)

B1

3,380,000

1,859,000

0% 2/1/10 (e)(g)

B1

3,335,000

1,767,550

Telewest PLC:

yankee 9.625% 10/1/06

B1

680,000

639,200

0% 10/1/07 (e)

B1

6,705,000

6,403,275

Time Warner, Inc.
9.125% 1/15/13

Baa3

5,355,000

5,868,545

United Pan-Europe Communications NV:

0% 2/1/10 (e)

B2

7,545,000

3,546,150

10.875% 8/1/09

B2

11,443,000

10,069,840

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,843,088

133,510,426

Entertainment - 0.3%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B3

2,450,000

2,229,500

Cinemark USA, Inc.
8.5% 8/1/08

B2

845,000

397,150

Paramount Communications, Inc. 7.5% 1/15/02

Baa1

1,785,000

1,779,163

Premier Parks, Inc.
0% 4/1/08 (e)

B3

7,225,000

4,903,969

Viacom, Inc.:

6.75% 1/15/03

Baa1

4,430,000

4,350,747

7.75% 6/1/05

Baa1

2,137,000

2,144,244

15,804,773

Lodging & Gaming - 0.3%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

2,225,000

2,080,375

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,120,000

1,950,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

1,525,000

1,433,500

Host Marriott LP
8.375% 2/15/06

Ba2

3,000,000

2,805,000

ITT Corp.
7.375% 11/15/15

Ba1

810,000

678,375

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Lodging & Gaming - continued

Mohegan Tribal Gaming Authority 8.75% 1/1/09

Ba3

$ 2,110,000

$ 1,993,950

Station Casinos, Inc. 9.875% 7/1/10 (g)

B1

2,490,000

2,502,450

13,444,050

Publishing - 0.3%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,916,010

7.75% 1/20/24

Baa3

2,590,000

2,344,649

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

5,340,000

5,405,842

11,666,501

Restaurants - 0.1%

Domino's, Inc.
10.375% 1/15/09

B3

1,620,000

1,502,550

NE Restaurant, Inc.
10.75% 7/15/08

B3

2,760,000

2,152,800

3,655,350

TOTAL MEDIA & LEISURE

178,081,100

NONDURABLES - 0.5%

Beverages - 0.2%

Seagram JE & Sons, Inc.:

6.4% 12/15/03

Baa3

5,840,000

5,612,824

6.8% 12/15/08

Baa3

3,040,000

2,850,994

8,463,818

Foods - 0.1%

ConAgra, Inc.
7.125% 10/1/26

Baa1

3,200,000

2,951,168

Del Monte Foods Co.
0% 12/15/07 (e)

Caa1

2,390,000

1,792,500

4,743,668

Tobacco - 0.2%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,725,729

7.25% 9/15/01

A2

1,450,000

1,426,322

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

3,500,000

3,250,660

8,402,711

TOTAL NONDURABLES

21,610,197

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

RETAIL & WHOLESALE - 0.5%

Drug Stores - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (g)

Caa1

$ 5,475,000

$ 2,819,625

7.125% 1/15/07

Caa1

1,595,000

845,350

3,664,975

General Merchandise Stores - 0.2%

Dayton Hudson Corp.
7.5% 7/15/06

A2

3,500,000

3,498,040

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,901,120

8.5% 6/15/03

Baa1

2,580,000

2,603,659

Kmart Corp. 12.5% 3/1/05

Baa3

2,510,000

2,723,350

11,726,169

Grocery Stores - 0.2%

Kroger Co. 6% 7/1/00

Baa3

4,480,000

4,479,149

Pathmark Stores, Inc. 9.625% 5/1/03 (d)

Caa3

6,150,000

4,243,500

8,722,649

TOTAL RETAIL & WHOLESALE

24,113,793

SERVICES - 0.1%

Printing - 0.0%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

1,430,000

1,437,150

Services - 0.1%

La Petite Academy, Inc./La Petite Academy Holding Co. 10% 5/15/08

B3

2,040,000

1,183,200

Medaphis Corp.
9.5% 2/15/05

Caa1

1,770,000

1,327,500

2,510,700

TOTAL SERVICES

3,947,850

TECHNOLOGY - 1.0%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

2,102,075

Computer Services & Software - 0.4%

Amazon.com, Inc.
0% 5/1/08 (e)

Caa1

2,305,000

1,244,700

Concentric Network Corp. 12.75% 12/15/07

B-

595,000

624,750

Covad Communications Group, Inc.:

0% 3/15/08 (e)

B3

3,885,000

1,903,650

12% 2/15/10

B3

5,505,000

4,266,375

12.5% 2/15/09

B3

1,091,000

867,345

Exodus Communications, Inc. 11.25% 7/1/08

B-

1,945,000

1,925,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

Federal Data Corp. 10.125% 8/1/05

B3

$ 3,720,000

$ 2,418,000

PSINet, Inc.
10.5% 12/1/06

B3

5,940,000

5,464,800

Verio, Inc.
10.375% 4/1/05

B3

61,000

64,965

18,780,135

Computers & Office Equipment - 0.3%

Comdisco, Inc.
6.375% 11/30/01

Baa1

8,300,000

8,030,997

Globix Corp.
12.5% 2/1/10

B-

3,270,000

2,697,750

Sun Microsystems, Inc.
7% 8/15/02

Baa1

1,380,000

1,371,444

12,100,191

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,055,000

3,284,125

Details, Inc. 10% 11/15/05

B3

520,000

494,000

Fairchild
Semiconductor Corp.:

10.125% 3/15/07

B2

560,000

565,600

10.375% 10/1/07

B3

1,660,000

1,693,200

Flextronics International Ltd. 9.875% 7/1/10 (g)

Ba3

1,210,000

1,228,150

Micron Technology, Inc. 6.5% 9/30/05 (l)

B3

3,000,000

2,505,000

SCG Holding Corp./Semiconductor Components Industries LLC 12% 8/1/09

B2

1,340,000

1,430,450

11,200,525

TOTAL TECHNOLOGY

44,182,926

TRANSPORTATION - 0.8%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

1,110,000

1,073,259

7.73% 9/15/12

Baa1

455,032

434,601

Delta Air Lines, Inc.
8.3% 12/15/29

Baa3

4,000,000

3,486,400

Qantas Airways Ltd.
7.75% 6/15/09 (g)

Baa1

4,370,000

4,348,150

US Airways Group, Inc. 10.375% 3/1/13

Ba3

2,480,000

2,207,200

11,549,610

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Railroads - 0.6%

Burlington Northern
Santa Fe Corp.:

6.125% 3/15/09

Baa2

$ 6,450,000

$ 5,748,240

7.29% 6/1/36

Baa2

3,000,000

2,932,170

Canadian National Railway Co. 6.9% 7/15/28

Baa2

3,390,000

2,860,041

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,074,068

6.46% 6/22/05

Baa2

5,120,000

4,814,797

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,460,350

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,607,660

26,497,326

TOTAL TRANSPORTATION

38,046,936

UTILITIES - 3.4%

Cellular - 1.0%

Crown Castle International Corp. 0% 5/15/11 (e)

B3

2,830,000

1,726,300

Dobson Communications Corp. 10.875% 7/1/10 (g)

-

1,235,000

1,244,263

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

8,170,000

6,209,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

6,205,000

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

16,310,000

12,150,950

Nextel International, Inc.
0% 4/15/08 (e)

Caa1

1,270,000

838,200

Rogers Communications, Inc. 8.875% 7/15/07

Ba3

2,950,000

2,891,000

TeleCorp PCS, Inc.
0% 4/15/09 (e)

B3

3,235,000

2,127,013

Triton PCS, Inc.
0% 5/1/08 (e)

B3

3,030,000

2,189,175

Vodafone AirTouch PLC 7.625% 2/15/05 (g)

A2

3,040,000

3,036,717

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

1,430,000

958,100

10.375% 11/15/09

B2

7,905,000

8,221,200

47,797,118

Electric Utility - 0.5%

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,527,093

6.73% 12/11/02 (g)

Baa2

4,910,000

4,783,518

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

2,095,000

2,109,162

Hydro-Quebec yankee
8.4% 3/28/25

A2

2,620,000

2,766,720

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utility - continued

Illinois Power Co.
7.5% 6/15/09

Baa1

$ 1,880,000

$ 1,835,218

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,360,028

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,731,288

Texas Utilities Co.
6.375% 1/1/08

Baa3

990,000

894,218

21,007,245

Gas - 0.1%

Reliant Energy
Resources Corp.
8.125% 7/15/05 (g)

Baa1

2,550,000

2,549,490

Telephone Services - 1.8%

Allegiance Telecom, Inc.:

0% 2/15/08 (e)

B3

1,280,000

931,200

12.875% 5/15/08

B3

1,390,000

1,504,675

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

2,520,000

2,504,452

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

7,180,000

7,294,377

FirstWorld Communications, Inc. 0% 4/15/08 (e)

-

2,745,000

1,235,250

Global Crossing Holdings Ltd. 9.125% 11/15/06

Ba2

840,000

808,500

Globenet Communication Group Ltd. 13% 7/15/07

Caa1

2,450,000

2,474,500

ICG Services, Inc.
0% 5/1/08 (e)

B3

2,425,000

1,115,500

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

813,750

0% 3/1/09 (e)

B3

1,410,000

856,575

Level 3 Communications, Inc. 9.125% 5/1/08

B3

3,885,000

3,486,788

Logix Communications Enterprises, Inc.
12.25% 6/15/08

-

4,040,000

1,292,800

McLeodUSA, Inc.:

0% 3/1/07 (e)

B1

2,485,000

2,074,975

9.5% 11/1/08

B1

1,205,000

1,174,875

Metromedia Fiber Network, Inc. 10% 12/15/09

B2

580,000

569,850

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

2,870,000

2,690,625

Ono Finance PLC
13% 5/1/09

Caa1

2,075,000

1,960,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pathnet, Inc.
12.25% 4/15/08

-

$ 4,665,000

$ 2,612,400

Rhythms
NetConnections, Inc.:

0% 5/15/08 (e)

B3

7,983,000

3,153,285

12.75% 4/15/09

B3

2,510,000

1,706,800

Telecomunicaciones
de Puerto Rico, Inc.
6.65% 5/15/06

Baa2

5,540,000

5,159,291

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,588,869

7.7% 7/20/29

Baa1

6,330,000

5,960,771

Teligent, Inc.:

0% 3/1/08 (e)

Caa1

4,445,000

2,044,700

11.5% 12/1/07

Caa1

4,295,000

3,328,625

WinStar
Communications, Inc.:

0% 4/15/10 (e)(g)

B3

12,896,000

5,996,640

12.75% 4/15/10 (g)

B3

10,487,000

10,119,955

WorldCom, Inc.
8.875% 1/15/06

A3

3,139,000

3,254,704

82,715,607

TOTAL UTILITIES

154,069,460

TOTAL NONCONVERTIBLE BONDS

758,969,328

TOTAL CORPORATE BONDS

(Cost $818,133,022)

769,770,866

U.S. Government and Government
Agency Obligations - 7.4%

U.S. Government Agency Obligations - 3.4%

Fannie Mae:

0% 8/24/00

-

30,000,000

29,717,460

6% 5/15/08

Aaa

12,000,000

11,190,840

6.5% 4/29/09

Aaa

9,210,000

8,604,166

7.125% 2/15/05

Aaa

10,045,000

10,085,783

7.25% 5/15/30

Aaa

12,135,000

12,382,020

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,141,560

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,405,770

6.75% 2/1/02

Aaa

38,840,000

38,718,431

7.59% 3/10/05

Aaa

3,850,000

3,928,194

Freddie Mac:

0% 8/17/00

-

10,000,000

9,918,490

6.25% 7/15/04

Aaa

6,200,000

6,027,578

6.75% 8/1/05

Aaa

2,500,000

2,464,850

6.875% 1/15/05

Aaa

3,255,000

3,234,656

7% 7/15/05

Aaa

4,400,000

4,393,840

U.S. Government and Government Agency
Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7.625% 9/9/09

Aaa

$ 3,415,000

$ 3,366,985

Tennessee Valley Authority 7.125% 5/1/30

Aaa

2,570,000

2,580,794

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,879,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

156,040,798

U.S. Treasury Obligations - 4.0%

U.S. Treasury Bills, yield
at date of purchase
5.76% 8/24/00 (i)

-

8,000,000

7,935,864

U.S. Treasury Bonds:

5.25% 2/15/29

Aaa

750,000

665,625

6.875% 8/15/25

Aaa

715,000

779,236

7.625% 2/15/25

Aaa

10,290,000

12,167,925

8% 11/15/21

Aaa

2,200,000

2,659,602

8.125% 8/15/19

Aaa

58,400,000

70,600,344

8.875% 8/15/17

Aaa

4,027,000

5,133,177

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,150,438

12% 8/15/13

Aaa

3,740,000

5,049,000

13.875% 5/15/11 (callable)

Aaa

21,150,000

28,688,072

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

1,665,000

1,512,020

6.25% 10/31/01

Aaa

820,000

817,433

6.625% 6/30/01

Aaa

19,110,000

19,133,888

7% 7/15/06

Aaa

8,695,000

9,010,194

7.25% 8/15/04

Aaa

1,404,000

1,451,610

TOTAL U.S. TREASURY OBLIGATIONS

183,754,428

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $344,947,217)

339,795,226

U.S. Government Agency -
Mortgage Securities - 9.6%

Fannie Mae - 8.4%

6% 1/1/11 to 1/1/29

Aaa

55,576,630

51,894,145

6.5% 5/1/14 to 1/1/30

Aaa

112,916,299

106,742,974

7% 8/1/13 to 12/1/29

Aaa

126,273,999

122,195,551

7.5% 7/1/16 to 3/1/30

Aaa

30,045,234

29,660,358

7.5% 7/1/30 (h)

Aaa

25,600,000

25,224,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 9/1/26 to 3/1/30

Aaa

$ 1,472,835

$ 1,478,817

8% 7/1/30 (h)

Aaa

44,860,000

45,028,225

TOTAL FANNIE MAE

382,224,070

Freddie Mac - 0.1%

7.5% 5/1/17 to 7/1/29

Aaa

3,977,164

3,939,908

8% 7/1/17 to 5/1/27

Aaa

616,237

621,896

8.5% 7/1/22 to 6/1/23

Aaa

23,330

23,822

TOTAL FREDDIE MAC

4,585,626

Government National Mortgage Association - 1.1%

6% 12/15/08 to 6/15/09

Aaa

2,339,469

2,255,515

6.5% 6/15/08 to 7/15/09

Aaa

10,988,800

10,770,268

7% 7/15/28

Aaa

17,866,601

17,369,552

7.5% 9/15/22 to 8/15/28

Aaa

19,270,248

19,157,679

8% 5/15/25

Aaa

80,865

81,775

8.5% 12/15/16

Aaa

25,719

26,519

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

49,661,308

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $444,523,943)

436,471,004

Asset-Backed Securities - 0.7%

Airplanes pass through trust 10.875% 3/15/19

Ba2

2,513,697

1,860,135

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,651,903

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,855,508

CIT Marine Trust
5.8% 4/15/10

Aaa

5,920,000

5,720,200

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

586,472

583,539

CPS Auto Receivables Trust 6% 8/15/03

Aaa

2,157,284

2,127,622

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,460,563

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,643,569

6.4% 12/15/02

Aa2

1,480,000

1,460,760

7.03% 11/15/03

Aaa

704,000

703,450

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

361,150

360,810

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Olympic Automobile Receivables Trust
6.7% 3/15/02

Aaa

$ 193,142

$ 193,082

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
6.125% 2/5/03 (g)(j)

Baa2

1,549,554

1,542,048

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,650,000

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

2,101,899

2,088,106

TOTAL ASSET-BACKED SECURITIES

(Cost $34,231,746)

32,901,295

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC Series 1997-2 Class 2B, 7.1786% 12/29/25 (d)(g)(j)

Ba3

1,007,822

485,959

U.S. Government Agency - 0.3%

Bank America Mortgage Securities, Inc.:

Series 1999-3, Class A1 6.25% 5/25/14

AAA

6,026,533

5,696,016

Series 1999-6, Class A1 6.25% 7/25/14

AAA

3,828,300

3,614,872

Fannie Mae REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

2,970,516

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,336,344

TOTAL U.S. GOVERNMENT AGENCY

14,617,748

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $14,957,335)

15,103,707

Commercial Mortgage Securities - 1.6%

Bankers Trust REMIC Trust 1998-1 Series 1998-S1A Class G, 8.5632% 11/28/02 (g)(j)

Baa3

1,000,000

960,625

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(j)

-

1,900,000

1,316,938

BKB Commercial Mortgage Trust Series 1997-C1 Class D, 7.7606% 2/25/43 (g)(j)

BBB

1,095,356

1,088,810

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay
Series 1996-1:

Class A-3PI,
7.08% 11/1/07

AA

$ 3,000,000

$ 2,947,266

Class B, 7.48% 2/1/08

A

2,320,000

2,266,984

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,267,572

Series 1998-FL1 Class E, 7.4913% 1/10/13 (g)(j)

Baa2

5,490,000

5,465,553

Deutsche Mortgage &
Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

4,260,000

3,826,678

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,471,152

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,259,031

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,148,266

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,138,500

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,073,338

FMAC Loan
Receivables Trust:

Series 1997-A Class E, 8.1104% 4/15/19 (g)(j)

-

500,000

330,469

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

750,000

285,000

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(j)

-

1,300,000

1,040,813

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba3

750,000

603,164

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (g)(j)

Baa3

4,930,000

4,262,332

LTC Commercial Mortgage pass through certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

2,997,247

2,819,754

Morgan Stanley Capital I, Inc. Series 1996-MBL1 Class E, 8.2633% 5/25/21 (g)(j)

-

1,509,471

1,501,216

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. Series 1998-D6 Class A4, 7.6083% 3/17/28 (j)

Baa2

$ 4,260,000

$ 3,886,585

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (g)(j)

-

800,000

740,875

Penn Mutual Life Insurance Co. (The)/Penn Insurance & Annuity Co.
Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,473,000

953,768

Class L, 7.9% 11/15/26 (g)

-

1,133,000

595,710

Prudential Securities Secd Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

1,620,000

1,635,694

Structured Asset
Securities Corp.:

Series 1995-C1 Class E, 7.375% 9/25/24 (g)

BB

1,200,000

1,105,734

Series 1996-CFL:

Class E,
7.75% 2/25/28

BBB

2,390,000

2,370,021

Class G,
7.75% 2/25/28 (g)

B+

1,000,000

887,500

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

4,200,000

3,975,234

Series D-2,
6.992% 12/15/10 (g)

Baa2

4,120,000

3,791,205

Series E-2,
7.224% 12/15/10 (g)

Baa3

2,450,000

2,200,789

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $77,443,303)

73,216,576

Foreign Government and Government
Agency Obligations - 0.5% (k)

Israeli State euro
6.375% 12/19/01

A3

3,350,000

3,301,794

Korean Republic yankee:

8.75% 4/15/03

Baa2

1,340,000

1,364,066

8.875% 4/15/08

Baa2

1,868,000

1,926,842

Newfoundland Province yankee 11.
625% 10/15/07

Baa1

2,000,000

2,455,600

Quebec Province
7.5% 9/15/29

A2

7,220,000

7,093,000

United Mexican States 9.875% 2/1/10

Baa3

5,110,000

5,339,950

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $21,783,424)

21,481,252

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

$ 4,750,000

$ 4,524,945

Purchased Bank Debt - 1.3%

Allied Waste North America, Inc. term loan:

9.5625% 7/21/06 (j)

Ba3

2,272,727

2,130,682

9.7542% 7/21/07 (j)

Ba3

2,727,273

2,556,818

American Tower L P term loan 9.53% 12/31/07 (j)

-

3,400,000

3,417,000

Charter Communication Operating LLC term loan 8.8% 3/18/08 (j)

Ba3

6,000,000

5,962,500

Crown Castle Operating Co. term loan 9.46% 6/15/08 (j)

Ba3

4,200,000

4,210,500

Dynatech LLC term loan 10.03% 9/1/07 (j)

-

4,240,000

4,218,800

Huntsman ICI Chemicals LLC sr. secured:

term B loan
9.875% 6/30/07 (j)

-

1,837,630

1,842,224

term C loan
9.8128% 6/30/08 (j)

-

2,382,200

2,388,156

Lyondell Chemical Co. sr. secured Tranche E term loan 10.5263% 5/17/06 (j)

-

4,300,000

4,418,250

McLeodUSA, Inc. term loan 9.69% 5/31/08 (j)

Ba2

4,250,000

4,260,625

Nextel Finance Co.
term loan:

9.6875% 6/30/08 (j)

Ba2

3,000,000

3,011,250

10.375% 12/31/08 (j)

Ba2

3,000,000

3,011,250

Packaging Corp. of America term loan 0% 5/22/07 (j)

-

2,500,000

2,506,250

Telemundo Group, Inc. term loan 8.905% 3/31/07 (j)

B1

1,665,000

1,654,594

Tritel Holding Corp.
term loan
11.15% 12/31/07 (j)

B2

4,250,000

4,265,938

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (j)

B+

$ 5,100,000

$ 5,087,250

Wci Capital Corp. term loan 11.43% 9/30/07 (j)

B2

3,600,000

3,591,000

TOTAL PURCHASED BANK DEBT

(Cost $58,603,499)

58,533,087

Bank Notes - 0.2%

Bank One NA 6.29% 8/25/00
(Cost $11,350,000)

11,350,000

11,332,056

Certificates of Deposit - 0.2%

Canadian Imperial Bank
of Commerce yankee
7.01% 11/27/00
(Cost $11,500,000)

11,500,000

11,506,374

Commercial Paper - 2.3%

CIT Group, Inc. 6.43% 7/5/00

11,000,000

10,995,875

Daimler-Chrysler North America Holding Corp. yankee
6.65% 11/7/00

10,000,000

9,766,461

Falcon Asset Securitization Corp. 6.58% 8/10/00

11,000,000

10,923,715

General Motors Acceptance Corp. 6.62% 8/23/00

10,000,000

9,906,925

ING America Insurance Holdings, Inc. yankee 6.69% 11/9/00

10,000,000

9,763,858

Kitty Hawk Funding Corp.
6.6% 7/20/00

10,000,000

9,968,786

Montauk Funding Corp. yankee 6.58% 7/12/00

11,000,000

10,981,575

Preferred Receivables Funding Corp. 6.58% 7/18/00

11,000,000

10,969,475

Windmill Funding Corp. yankee 6.58% 7/20/00

11,000,000

10,965,352

Woolwich PLC yankee
6.21% 7/19/00

11,400,000

11,366,408

TOTAL COMMERCIAL PAPER

(Cost $105,548,446)

105,608,430

Cash Equivalents - 9.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00

$ 30,341,270

$ 30,324,000

Shares

Central Cash Collateral Fund, 6.71% (c)

659,100

659,100

Taxable Central Cash Fund, 6.59% (c)

394,173,790

394,173,790

TOTAL CASH EQUIVALENTS

(Cost $425,156,890)

425,156,890

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $4,073,306,528)

4,573,384,257

NET OTHER ASSETS - (0.3)%

(15,209,059)

NET ASSETS - 100%

$ 4,558,175,198

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

634 S&P 500 Stock Index Contracts

Sept. 2000

$ 232,693,850

$ (1,400,223)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $125,044,672 or 2.7% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,935,864.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(l) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Goldman Sachs Group LP
6.6338% 7/27/00

1/25/99

$ 12,900,000

Micron Technology, Inc.
6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

20.8%

AAA, AA, A

17.8%

Baa

6.5%

BBB

6.0%

Ba

1.7%

BB

1.9%

B

5.3%

B

5.8%

Caa

1.3%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,703,007,563 and $2,385,422,392, respectively, of which long-term U.S. government and government agency obligations aggregated $703,320,022 and $737,829,262, respectively.

The market value of futures contracts opened and closed during the period amounted to $369,738,823 and $140,715,190, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $30,209 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $15,403,891 and 0.3% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $659,757. The fund received cash collateral of $659,100 which was invested in cash equivalents.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $4,073,709,121. Net unrealized appreciation aggregated $499,675,136, of which $646,290,978 related to appreciated investment securities and $146,615,842 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $30,324,000)
(cost $4,073,306,528) -
See accompanying schedule

$ 4,573,384,257

Cash

417,051

Receivable for investments sold

78,404,347

Receivable for fund shares sold

538,054

Dividends receivable

1,365,550

Interest receivable

27,511,966

Receivable for daily variation on futures contracts

1,131,992

Other receivables

132,043

Total assets

4,682,885,260

Liabilities

Payable for investments purchased
Regular delivery

$ 73,353,664

Delayed delivery

44,912,865

Payable for fund shares redeemed

3,398,939

Accrued management fee

2,015,725

Distribution fees payable

2,417

Other payables and
accrued expenses

367,352

Collateral on securities loaned,
at value

659,100

Total liabilities

124,710,062

Net Assets

$ 4,558,175,198

Net Assets consist of:

Paid in capital

$ 3,894,821,160

Undistributed net investment income

93,150,596

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

71,519,816

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

498,683,626

Net Assets

$ 4,558,175,198

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,529,401,644
÷
273,761,954 shares)

$16.55

Service Class:
Net Asset Value, offering
price and redemption price
per share ($28,004,993
÷
1,701,507 shares)

$16.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($768,561
÷ 46,732 shares)

$16.45

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 16,298,613

Interest

82,305,154

Security lending

650

Total income

98,604,417

Expenses

Management fee

$ 12,350,508

Transfer agent fees

1,535,078

Distribution fees

13,162

Accounting and security lending fees

334,234

Non-interested trustees' compensation

15,911

Custodian fees and expenses

55,539

Registration fees

12,422

Audit

22,607

Legal

16,406

Miscellaneous

30,810

Total expenses before reductions

14,386,677

Expense reductions

(144,577)

14,242,100

Net investment income

84,362,317

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

70,050,664

Foreign currency transactions

(13)

Futures contracts

5,070,440

75,121,091

Change in net unrealized appreciation (depreciation) on:

Investment securities

(193,765,715)

Assets and liabilities in
foreign currencies

(7)

Futures contracts

(1,400,223)

(195,165,945)

Net gain (loss)

(120,044,854)

Net increase (decrease) in net assets resulting from operations

$ (35,682,537)

Other Information

Expense reductions
Directed brokerage arrangements

$ 134,129

Custodian credits

10,448

$ 144,577

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 84,362,317

$ 163,666,158

Net realized gain (loss)

75,121,091

365,307,199

Change in net unrealized appreciation (depreciation)

(195,165,945)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(35,682,537)

514,281,634

Distributions to shareholders
From net investment income

(154,095,495)

(161,497,855)

From net realized gain

(363,069,869)

(204,563,949)

Total distributions

(517,165,364)

(366,061,804)

Share transactions - net increase (decrease)

150,420,217

(98,885,126)

Total increase (decrease) in net assets

(402,427,684)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $93,150,596 and $163,666,159, respectively)

$ 4,558,175,198

$ 4,960,602,882

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,773,047

$ 130,415,409

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(29,837,358)

(502,371,635)

(45,749,338)

(801,281,286)

Net increase (decrease)

9,389,691

$ 142,631,253

(5,767,136)

$ (115,434,485)

Service Class
Sold

388,675

$ 6,434,099

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(118,776)

(1,991,210)

(131,705)

(2,298,185)

Net increase (decrease)

427,593

$ 7,010,144

953,401

$ 16,549,359

Service Class 2 A
Sold

49,063

$ 817,391

-

$ -

Reinvested

666

10,842

-

-

Redeemed

(2,997)

(49,413)

-

-

Net increase (decrease)

46,732

$ 778,820

-

$ -

Distributions
From net investment income
Initial Class

$ 153,336,461

$ 161,271,317

Service Class

755,842

226,538

Service Class 2 A

3,192

-

Total

$ 154,095,495

$ 161,497,855

From net realized gain
Initial Class

$ 361,250,806

$ 204,277,001

Service Class

1,811,413

286,948

Service Class 2 A

7,650

-

Total

$ 363,069,869

$ 204,563,949

$ 517,165,364

$ 366,061,804

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

$ 13.79

Income from Investment Operations

Net investment income

.30 D

.59 D

.59 D

.57 D

.63

.30

Net realized and unrealized gain (loss)

(.44)

1.28

1.84

2.58

1.55

1.99

Total from investment operations

(.14)

1.87

2.43

3.15

2.18

2.29

Less Distributions

From net investment income

(.59)

(.60)

(.57)

(.59)

(.57)

(.29)

From net realized gain

(1.39)

(.76)

(1.71)

(1.48)

(.47)

-

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

(.29)

Net asset value, end of period

$ 16.55

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Total Return B, C

(.69)%

11.09%

15.05%

20.65%

14.60%

16.96%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,529,402

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

$ 3,333,844

Ratio of expenses to average net assets

.61% A

.63%

.64%

.65%

.74%

.81%

Ratio of expenses to average net assets after
expense reductions

.61% A

.62% F

.63% F

.64% F

.73% F

.79% F

Ratio of net investment income to average net assets

3.59% A

3.36%

3.46%

3.43%

3.60%

3.54%

Portfolio turnover

78% A

94%

113%

101%

168%

256%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.29

.56

.57

.10

Net realized and unrealized gain (loss)

(.45)

1.29

1.82

.29

Total from investment operations

(.16)

1.85

2.39

.39

Less Distributions

From net investment income

(.58)

(.60)

(.57)

-

From net realized gain

(1.39)

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 16.46

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(.74)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 28,005

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.71% A

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% A

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.49% A

3.25%

3.49%

3.52% A

Portfolio turnover

78% A

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.24

Net realized and unrealized gain (loss)

.01 E

Total from investment operations

.25

Less Distributions

From net investment income

(.58)

From net realized gain

(1.39)

Total distributions

(1.97)

Net asset value, end of period

$ 16.45

Total Return B

1.49%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 769

Ratio of expenses to average net assets

.84% A

Ratio of net investment income to average net assets

3.36% A

Portfolio turnover

78% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

E The amount shown for a share outstanding does not correspond with the aggregate net loss on investments for the period due to the timing of sales and repurchases of class shares in relation to fluctuating market values of the investments of the fund.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class 2

-4.87%

7.21%

11.93%

ML High Yield Master II

-0.97%

7.03%

10.83%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - 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. This benchmark reflects the reinvestment of dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money. The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2 on June 30, 1990. As the chart shows, by June 30, 2000, the value of the investment would have grown to $30,875 - a 208.75% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $27,971 - a 179.71% increase.

Investment Summary

Top Five Holdings as of June 30, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.5

NEXTLINK Communications, Inc.

4.4

WinStar Communications, Inc.

3.0

Allied Waste North America, Inc.

2.7

ICG Holdings, Inc

2.5

18.1

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Utilities

31.8

Media & Leisure

23.8

Technology

8.2

Basic Industries

7.8

Industrial Machinery & Equipment

5.2

Quality Diversification as of June 30, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.2

Ba

4.0

B

53.1

Caa, Ca, C

13.5

Not Rated

7.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2000 account for 7.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. For the six-month period that ended June 30, 2000, the fund lagged the -1.00% return of the Merrill Lynch High Yield Master Index II. The fund also underperformed the index's -0.97% return for the 12-month period ending June 30, 2000.

Q. What factors drove the high-yield market's performance and how did those factors, in turn, affect the fund's performance?

A. As they did throughout most of 1999, rising interest rates continued to put pressure on high-yield bonds and most other fixed-income investments. From January through June 2000, the Federal Reserve Board raised interest rates three times to cool the economy and the stock market. Compounding the effects of the difficult interest-rate backdrop was the fact that the "technicals" - supply and demand - were unfavorable. While supply had tapered off significantly from the same six-month period a year earlier, demand was quite weak. Furthermore, the default rate - which measures the percentage of high-yield debt that companies are unable or unwilling to honor - continued to rise, which also cooled demand. Those factors conspired to drive the high-yield market and the fund lower.

Q. Why did the fund underperform the Merrill Lynch index?

A. Unfortunately, a small handful of disappointments significantly detracted from the fund's performance. Given the overall negative tone of the high-yield market, investors severely punished companies that had worse-than-expected results. Most of the fund's underperformance can be accounted for by losses in securities of three holdings that defaulted: Sunterra Resorts, Specialty Retailers - the operating subsidiary of Stages Stores, Inc. - and competitive local exchange carrier GST Telecom. Also, continued weakness in the theater industry due to an overbuilding of new movie theaters pressured bonds in that sector.

Q. What holdings held up well against the difficult backdrop?

A. Telecommunications holdings outperformed the overall market. Many of these companies began to see very attractive returns from their network investments as they neared critical mass. Overall demand for telecom services, particularly high-speed data transmission, continued to be very robust. Within telecommunications, the fund benefited from its holdings in WinStar Communications, which refinanced its debt at very favorable terms during the period. Cable companies also performed well. In particular, our holdings in two international cable concerns, UnitedGlobalCom and Telewest both benefited from their investments in advanced networks that allow them to bundle high-speed Internet access and telephony with cable TV. In addition, both companies successfully raised equity during the period. Also, our position in Allied Waste - now the nation's second-largest waste management company - rebounded during the period and was a significant contributor to performance.

Q. What changes did you make over the past six months?

A. One of the most significant changes was that I concentrated more of the fund in larger, more liquid holdings. Historically, I've tried to find value among less-followed small- and mid-tier companies. But it became clear that the market environment was one that overly punished companies in those groups that disappoint. As a result, I focused on the larger-cap companies in the high-yield universe, particularly those with strong operating fundamentals and access to capital. As examples, I added to some of the fund's larger holdings, including telecommunications companies Nextel and NEXTLINK and direct broadcast satellite company Echostar.

Q. What's your outlook?

A. In my view, the relatively cheap valuations of high-yield bonds offer cause for optimism. The average high-yield bond is selling in the low 80s as a percentage of par - or face - value with yields nearing 13%, or twice the absolute level of U.S. Treasury bond yields. We haven't really seen that type of value since 1990 when the U.S. economy was in a recession. Even though the economy may slow in response to higher interest rates, I think the risk of a recession is limited over the near term. Steady economic growth would likely be a positive backdrop for this market. While I can't pinpoint exactly what will be the catalyst for a high-yield market turnaround, I would expect that the end of the Fed's campaign to raise interest rates could provide a significant boost for high-yield and other fixed-income securities as well.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: to seek high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2000, more than $2.2 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 75.4%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 3.3%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Total Renal Care Holdings, Inc. 7% 5/15/09 (f)

B3

$ 14,680,000

$ 9,762,200

MEDIA & LEISURE - 2.2%

Broadcasting - 2.2%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

-

50,665,000

48,195,081

UTILITIES - 0.7%

Cellular - 0.7%

Nextel
Communications, Inc.:

5.25% 1/15/10 (f)

B1

10,000,000

10,350,000

5.25% 1/15/10

B1

5,000,000

5,175,000

15,525,000

TOTAL CONVERTIBLE BONDS

73,482,281

Nonconvertible Bonds - 72.1%

BASIC INDUSTRIES - 7.7%

Chemicals & Plastics - 5.0%

Acetex Corp. yankee 9.75% 10/1/03

B3

3,000,000

2,805,000

Avecia Group PLC 11% 7/1/09

B2

7,275,000

7,129,500

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

4,275,000

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

9,344,000

9.5% 7/1/07 (f)

B2

32,830,000

29,957,375

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

12,390,000

Huntsman ICI Holdings LLC 0% 12/31/09

B3

34,102,000

10,912,640

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

3,740,000

3,702,600

9.875% 5/1/07

Ba3

9,420,000

9,325,800

10.875% 5/1/09

B2

18,455,000

18,316,588

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

5,030,000

4,074,300

112,232,803

Metals & Mining - 0.4%

Kaiser Aluminum & Chemical Corp.:

9.875% 2/15/02

B1

2,455,000

2,369,075

12.75% 2/1/03

B3

6,958,000

6,331,780

8,700,855

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Packaging & Containers - 1.0%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

$ 14,080,000

$ 10,841,600

9.75% 6/15/07

Caa1

5,370,000

4,188,600

Packaging Corp. of America 9.625% 4/1/09

B2

7,470,000

7,376,625

22,406,825

Paper & Forest Products - 1.3%

APP China Group Ltd. 14% 3/15/10 unit (f)

B3

4,875,000

3,071,250

APP Finance II Mauritius Ltd. 12% 3/15/04

B3

4,175,000

2,129,250

Container Corp. of America gtd. 9.75% 4/1/03

B2

1,690,000

1,681,550

Millar Western Forest Products Ltd. 9.875% 5/15/08

B3

13,115,000

12,295,313

Repap New Brunswick, Inc.:

11.5% 6/1/04

B3

1,795,000

1,803,975

yankee 10.625% 4/15/05

Caa1

6,340,000

5,579,200

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,184,500

27,745,038

TOTAL BASIC INDUSTRIES

171,085,521

CONSTRUCTION & REAL ESTATE - 2.0%

Building Materials - 0.3%

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

7,360,000

Construction - 0.1%

Great Lakes Dredge & Dock Corp. 11.25% 8/15/08

B3

50,000

49,375

Lennar Corp. 9.95% 5/1/10 (f)

Ba1

3,010,000

2,964,850

3,014,225

Engineering - 0.6%

360networks, Inc. 13% 5/1/08 (f)

B3

12,660,000

12,533,400

Real Estate - 0.9%

LNR Property Corp.:

9.375% 3/15/08

B1

14,395,000

12,523,650

10.5% 1/15/09

B1

7,040,000

6,476,800

19,000,450

Real Estate Investment Trusts - 0.1%

Ocwen Asset Investment Corp. 11.5% 7/1/05

-

3,520,000

2,710,400

TOTAL CONSTRUCTION & REAL ESTATE

44,618,475

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

DURABLES - 0.3%

Autos, Tires, & Accessories - 0.1%

Federal-Mogul Corp. 7.5% 1/15/09

Ba2

$ 5,455,000

$ 3,600,300

Textiles & Apparel - 0.2%

Levi Strauss & Co.:

6.8% 11/1/03

Ba3

3,775,000

3,095,500

7% 11/1/06

Ba3

755,000

573,800

3,669,300

TOTAL DURABLES

7,269,600

ENERGY - 2.0%

Coal - 0.4%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

10,210,000

9,469,775

Energy Services - 0.4%

Cliffs Drilling Co. 10.25% 5/15/03

Ba3

900,000

904,500

R&B Falcon Corp.:

6.5% 4/15/03

Ba3

5,525,000

5,124,438

6.75% 4/15/05

Ba3

1,260,000

1,137,150

6.95% 4/15/08

Ba3

750,000

637,500

9.5% 12/15/08

Ba3

595,000

597,975

8,401,563

Oil & Gas - 1.2%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

1,610,000

1,493,275

8.5% 3/15/12

B2

1,435,000

1,205,400

9.125% 4/15/06

B2

3,565,000

3,377,838

Great Lakes Carbon Corp.:

0% 5/15/09 (d)

Caa1

15,215,000

6,086,000

10.25% 5/15/08 pay-in-kind

B3

8,550,000

6,840,000

Plains Resources, Inc.:

Series B 10.25% 3/15/06

B2

5,860,000

5,801,400

Series D 10.25% 3/15/06

B2

2,770,000

2,742,300

27,546,213

TOTAL ENERGY

45,417,551

FINANCE - 2.2%

Credit & Other Finance - 2.0%

AMRESCO, Inc.:

9.875% 3/15/05

Caa3

14,905,000

6,930,825

10% 3/15/04

Caa3

1,824,000

839,040

APP Global Finance III 10.7513% 4/17/02 (g)

Caa1

2,400,000

1,704,000

Delta Financial Corp. 9.5% 8/1/04

B3

1,350,000

607,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Imperial Credit Capital Trust I 10.25% 6/14/02

B2

$ 4,870,000

$ 4,139,500

Imperial Credit Industries 9.875% 1/15/07

B3

17,470,000

12,578,400

Macsaver Financial Services, Inc.:

7.4% 2/15/02

Ba2

2,720,000

1,768,000

7.875% 8/1/03

Ba2

6,900,000

4,278,000

Metris Companies, Inc.:

10% 11/1/04

Ba3

100,000

94,000

10.125% 7/15/06

Ba3

1,810,000

1,719,500

MFN Financial Corp. 10% 3/23/01

-

10,000,000

9,600,000

PX Escrow Corp. 0% 2/1/06 (d)

B3

3,190,000

1,339,800

45,598,565

Insurance - 0.2%

Willis Corroon Corp. 9% 2/1/09

Ba3

5,500,000

4,606,250

TOTAL FINANCE

50,204,815

HEALTH - 1.9%

Drugs & Pharmaceuticals - 0.3%

Global Health Sciences, Inc. 11% 5/1/08

Caa1

7,970,000

1,992,500

Warner Chilcott, Inc. 12.625% 2/15/08 (f)

B2

4,815,000

4,863,150

6,855,650

Medical Facilities Management - 1.6%

Express Scripts, Inc. 9.625% 6/15/09

Ba2

9,055,000

8,828,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

7,330,000

1,795,850

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Oxford Health Plans, Inc. 11% 5/15/05

B2

14,465,000

14,935,113

Unilab Corp. 12.75% 10/1/09

B3

8,920,000

9,187,600

34,748,351

TOTAL HEALTH

41,604,001

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 0.7%

Loral Space & Communications Ltd. 9.5% 1/15/06

B1

1,185,000

865,050

Motors & Gears, Inc. 10.75% 11/15/06

B3

9,170,000

8,803,200

Telex Communications, Inc. 10.5% 5/1/07

B2

7,490,000

5,018,300

14,686,550

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - 0.7%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 8,500,000

$ 7,522,500

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa1

11,470,000

4,129,200

Thermadyne Manufacturing LLC 9.875% 6/1/08

B3

4,470,000

3,441,900

Tokheim Corp. 11.375% 8/1/08

Ca

9,030,000

903,000

15,996,600

Pollution Control - 2.9%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,701,700

7.625% 1/1/06

Ba2

1,185,000

1,030,950

7.875% 1/1/09

Ba2

1,965,000

1,670,250

10% 8/1/09

B2

65,360,000

54,902,400

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

2,205,000

9.75% 6/15/03

Caa3

7,171,000

3,226,950

64,737,250

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

95,420,400

MEDIA & LEISURE - 18.8%

Broadcasting - 15.2%

Adelphia
Communications Corp.:

7.75% 1/15/09

B1

7,000,000

5,897,500

9.875% 3/1/05

B1

3,400,000

3,315,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

3,435,000

2,644,950

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

11,160,000

9,848,700

10.25% 1/15/10

B2

4,005,000

3,884,850

Diamond Cable Communications PLC:

0% 2/15/07 (d)

B3

11,561,000

8,873,068

yankee 0% 12/15/05 (d)

B3

9,875,000

9,233,125

Earthwatch, Inc. 0% 7/15/07 unit (d)(f)

-

16,560,000

10,598,400

EchoStar DBS Corp. 9.375% 2/1/09

B2

14,860,000

14,339,900

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,050,000

4,991,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (d)

B1

$ 210,000

$ 181,125

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

10,640,000

7,155,400

Impsat Fiber Networks, Inc. 13.75% 2/15/05 (f)

B3

6,050,000

5,384,500

International Cabletel, Inc. 0% 2/1/06 (d)

B3

40,484,000

37,245,280

LIN Holdings Corp. 0% 3/1/08 (d)

B3

11,678,000

7,678,285

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa1

17,095,000

11,795,550

NTL Communications Corp. 11.5% 10/1/08

B3

14,080,000

14,185,600

NTL, Inc. 0% 4/1/08 (d)

B3

2,380,000

1,475,600

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B1

7,585,000

7,433,300

Satelites Mexicanos SA de CV:

10.125% 11/1/04

B3

20,460,000

13,810,500

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,968,140

Spectrasite Holdings, Inc. 0% 4/15/09 (d)

B3

18,670,000

10,781,925

Telewest PLC 0% 10/1/07 (d)

B1

26,492,000

25,299,860

UIH Australia/Pacific, Inc.:

Series B 0% 5/15/06 (d)

B2

40,240,000

37,020,800

Series D 0% 5/15/06 (d)

B2

5,620,000

5,170,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

49,076,000

33,862,440

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

28,175,000

13,242,250

10.875% 8/1/09

B2

13,240,000

11,651,200

11.25% 2/1/10

B2

6,005,000

5,404,500

XM Satellite Radio, Inc. 14% 3/15/10 unit (f)

-

6,055,000

5,328,400

337,701,548

Entertainment - 1.5%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,030,000

1,934,400

9.5% 2/1/11

Caa3

5,390,000

2,479,400

Hollywood Entertainment Corp. 10.625% 8/15/04

B3

10,690,000

9,166,675

MGM Grand, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,029,100

Premier Parks, Inc.:

0% 4/1/08 (d)

B3

4,710,000

3,196,913

9.25% 4/1/06

B3

4,745,000

4,484,025

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Entertainment - continued

Regal Cinemas, Inc.:

8.875% 12/15/10

Ca

$ 2,660,000

$ 638,400

9.5% 6/1/08

Ca

24,035,000

6,008,750

33,937,663

Leisure Durables & Toys - 0.3%

Marvel Enterprises, Inc. 12% 6/15/09

-

8,750,000

6,650,000

Lodging & Gaming - 1.2%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

8,750,000

8,181,250

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,727,800

Hollywood Casino Corp. 11.25% 5/1/07

B3

6,210,000

6,365,250

ITT Corp. 7.375% 11/15/15

Ba1

4,270,000

3,576,125

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,060,000

5,757,000

26,607,425

Restaurants - 0.6%

AFC Enterprises, Inc. 10.25% 5/15/07

B3

10,485,000

9,960,750

NE Restaurant, Inc. 10.75% 7/15/08

B3

5,135,000

4,005,300

13,966,050

TOTAL MEDIA & LEISURE

418,862,686

NONDURABLES - 0.4%

Household Products - 0.4%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

4,286,400

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,533,200

9,819,600

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.7%

Mothers Work, Inc. 12.625% 8/1/05

B3

15,320,000

14,324,200

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

14,512,900

Drug Stores - 0.2%

Rite Aid Corp.:

6.5% 12/15/05 (f)

Caa1

6,175,000

3,180,125

7.125% 1/15/07

Caa1

3,920,000

2,077,600

5,257,725

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Grocery Stores - 0.3%

Jitney-Jungle Stores
of America, Inc.:

10.375% 9/15/07 (c)

C

$ 9,685,000

$ 193,700

12% 3/1/06 (c)

Caa3

2,590,000

323,750

Pathmark Stores, Inc. 9.625% 5/1/03 (c)

Caa3

10,127,000

6,987,630

7,505,080

TOTAL RETAIL & WHOLESALE

27,275,705

SERVICES - 2.1%

Leasing & Rental - 0.2%

Rent-A-Center, Inc. 11% 8/15/08

B2

3,980,000

3,860,600

Printing - 1.2%

Sullivan Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

21,446,700

World Color Press, Inc. 7.75% 2/15/09

Baa3

5,090,000

4,644,625

26,091,325

Services - 0.7%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

247,000

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,803,800

Medaphis Corp. 9.5% 2/15/05

Caa1

13,713,000

10,284,750

16,335,550

TOTAL SERVICES

46,287,475

TECHNOLOGY - 8.1%

Computer Services & Software - 5.0%

Amazon.com, Inc. 0% 5/1/08 (d)

Caa1

7,070,000

3,817,800

Colo.com 13.875% 3/15/10 unit (f)

-

9,755,000

10,340,300

Concentric Network Corp. 12.75% 12/15/07

B-

12,760,000

13,398,000

Covad Communications Group, Inc.:

0% 3/15/08 (d)

B3

19,440,000

9,525,600

12% 2/15/10

B3

15,575,000

12,070,625

12.5% 2/15/09

B3

7,684,000

6,108,780

Exodus
Communications, Inc.:

10.75% 12/15/09

B-

21,765,000

21,112,050

11.625% 7/15/10 (f)

B

9,025,000

9,070,125

PSINet, Inc.:

10% 2/15/05

B3

12,670,000

11,688,075

10.5% 12/1/06

B3

6,010,000

5,529,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TECHNOLOGY - continued

Computer Services & Software - continued

PSINet, Inc.: - continued

11% 8/1/09

B3

$ 4,790,000

$ 4,430,750

11.5% 11/1/08

B3

5,500,000

5,183,750

112,275,055

Computers & Office Equipment - 1.0%

Dictaphone Corp. 11.75% 8/1/05

Caa1

8,516,000

8,665,030

Globix Corp. 12.5% 2/1/10

B-

14,995,000

12,370,875

21,035,905

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

19,385,000

17,834,200

Electronics - 1.3%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,380,000

3,633,500

Details, Inc. 10% 11/15/05

B3

2,040,000

1,938,000

Hadco Corp. 9.5% 6/15/08

B2

12,835,000

12,867,088

Knowles Electronics, Inc. 13.125% 10/15/09 (f)

B3

3,500,000

2,992,500

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,350,000

29,781,088

TOTAL TECHNOLOGY

180,926,248

TRANSPORTATION - 0.4%

Air Transportation - 0.4%

Atlas Air, Inc. 10.75% 8/1/05

B1

9,225,000

9,363,375

UTILITIES - 20.7%

Cellular - 8.4%

Cellnet Data Systems, Inc. 0% 10/1/07 (d)

-

69,670,000

5,573,600

Crown Castle International Corp. 10.75% 8/1/11

B3

6,195,000

6,287,925

Dobson Communications Corp. 10.875% 7/1/10 (f)

-

6,585,000

6,634,388

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

35,735,000

27,158,600

Metrocall, Inc.:

10.375% 10/1/07

B3

10,455,000

7,318,500

11% 9/15/08

B3

3,410,000

2,404,050

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

43,200,000

36,720,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nextel Communications, Inc. 9.375% 11/15/09

B1

$ 21,110,000

$ 20,265,600

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

18,480,000

12,196,800

Orbital Imaging Corp.:

11.625% 3/1/05

CCC+

7,110,000

2,986,200

11.625% 3/1/05

CCC+

3,680,000

1,545,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

12,460,000

4,984,000

11.25% 1/15/07

B2

5,800,000

3,393,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

20,235,000

19,324,425

Telesystem International Wireless, Inc.:

0% 6/30/07 (d)

Caa1

20,940,000

14,658,000

0% 11/1/07 (d)

Caa1

25,685,000

15,411,000

186,861,688

Telephone Services - 12.3%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

5,387,000

3,919,043

Bestel SA de CV 0% 5/15/05 (d)

-

8,075,000

5,733,250

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

19,760,000

8,892,000

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

2,965,000

2,816,750

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

4,435,000

4,124,550

12% 11/1/07

Caa1

3,600,000

3,384,000

ICG Holdings, Inc.:

0% 9/15/05 (d)

B3

28,000,000

26,880,000

0% 5/1/06 (d)

B3

9,255,000

7,542,825

ICG Services, Inc.:

0% 2/15/08 (d)

B3

37,500,000

18,000,000

0% 5/1/08 (d)

B3

2,950,000

1,357,000

Intermedia Communications, Inc.:

0% 5/15/06 (d)

B2

145,000

137,750

0% 7/15/07 (d)

B2

7,835,000

6,072,125

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,400,000

8,342,000

13.5% 5/15/09

Caa2

6,710,000

5,569,300

Logix Communications Enterprises, Inc. 12.25% 6/15/08

-

6,970,000

2,230,400

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

19,255,000

18,918,038

NEXTLINK
Communications, Inc.:

0% 12/1/09 (d)

B2

11,215,000

6,448,625

10.75% 11/15/08

B3

340,000

334,900

10.75% 6/1/09

B2

10,690,000

10,529,650

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Telephone Services - continued

Optel Communications Corp. 15% 12/30/04 (h)

-

$ 14,907,563

$ 14,162,185

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

11,342,800

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

B3

21,980,000

8,682,100

12.75% 4/15/09

B3

7,480,000

5,086,400

14% 2/15/10 (f)

B3

7,210,000

5,191,200

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

B2

6,026,000

4,790,670

RSL Communications PLC 9.875% 11/15/09

B2

7,195,000

4,676,750

Teligent, Inc. 11.5% 12/1/07

Caa1

4,625,000

3,584,375

WinStar
Communications, Inc.:

0% 4/15/10 (d)(f)

B3

36,689,000

17,060,385

12.5% 4/15/08 (f)

B3

17,930,000

17,481,750

12.75% 4/15/10 (f)

B3

31,418,000

30,318,370

Worldwide Fiber, Inc. 12% 8/1/09

B3

11,800,000

11,033,000

274,642,191

TOTAL UTILITIES

461,503,879

TOTAL NONCONVERTIBLE BONDS

1,609,659,331

TOTAL CORPORATE BONDS

(Cost $1,951,710,007)

1,683,141,612

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,191,851)

Ba2

2,884,084

2,134,222

Commercial Mortgage Securities - 1.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Commercial Mortgage Acceptance Corp. pass through certificates Series 1998-C2 Class F, 5.44% 5/15/13 (f)(g)

BB+

$ 4,500,000

$ 2,825,860

Commercial Mortgage
Asset Trust pass through certificates Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,046,680

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,890,848

4,946,634

LB Multifamily Mortgage Trust Series 1991-4
Class A1, 8.125% 4/25/21 (g)

Caa1

2,313,015

1,850,412

Meritor Mortgage Security Corp. Series 1987 1
Class B, 9.4% 2/1/10 (c)(f)

-

1,350,000

116,505

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3177% 11/18/31 (f)(g)

Ba1

4,500,000

3,608,190

Nationslink Funding Corp. Commercial Mortgage pass through certificates Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,351,094

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.9013% 1/15/03 (f)(g)

-

2,200,000

2,037,406

Series 1998-ST1A
Class B1A, 9.4013% 1/15/03 (f)(g)

-

4,000,000

3,725,000

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,110,266

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,588,438

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $28,843,213)

29,206,485

Common Stocks - 3.2%

Shares

BASIC INDUSTRIES - 0.1%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

4,080

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

52,000

Common Stocks - continued

Shares

Value (Note 1)

BASIC INDUSTRIES - continued

Packaging & Containers - 0.1%

Packaging Corp. of America

150,000

$ 1,518,750

TOTAL BASIC INDUSTRIES

1,574,830

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

International Utility Structures, Inc. unit

2,500

1,750,000

Real Estate - 0.2%

LNR Property Corp.

257,600

5,023,200

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,773,201

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

Polymer Group, Inc.

426,300

3,943,275

5,165,500

ENERGY - 0.5%

Oil & Gas - 0.5%

Plains Resources, Inc. (a)

686,000

10,976,000

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

264,000

TOTAL FINANCE

264,001

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%

Industrial Machinery & Equipment - 0.1%

Tenneco Automotive, Inc.

150,000

787,500

Terex Corp. (a)

50,000

706,250

1,493,750

Pollution Control - 0.8%

Allied Waste Industries, Inc. (a)

1,765,000

17,650,000

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

19,143,750

Shares

Value (Note 1)

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

Benedek Communications Corp.
warrants 7/1/07 (a)

57,600

$ 115,200

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

3,100

102,639

Motient Corp. warrants 4/1/08 (a)

3,435

127,095

UIH Australia/Pacific, Inc.
warrants 5/15/06 (a)

26,805

804,150

1,149,094

Entertainment - 0.3%

Premier Parks, Inc. (a)

325,000

7,393,750

Lodging & Gaming - 0.0%

Motels of America, Inc. (a)

3,000

43,500

TOTAL MEDIA & LEISURE

8,586,344

RETAIL & WHOLESALE - 0.1%

Apparel Stores - 0.1%

Mothers Work, Inc. (a)(e)

294,100

3,308,625

Mothers Work, Inc. (a)(h)

2,952

33,210

3,341,835

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

DecisionOne Corp.

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

172

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

16,200

Electronics - 0.0%

Insilco Corp. warrants 8/15/07 (a)

7,380

7

TOTAL TECHNOLOGY

16,379

UTILITIES - 0.7%

Cellular - 0.3%

Cellnet Data Systems, Inc.
warrants 10/1/07 (a)(f)

18,000

180

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

114,825

warrants 1/15/07 (CV ratio .6) (a)

5,585

23,736

McCaw International Ltd.
warrants 4/16/07 (a)(f)

42,305

105,763

WebLink Wireless, Inc. Class A (a)

528,034

6,996,451

7,240,955

Telephone Services - 0.4%

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

904,400

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

KMC Telecom Holdings, Inc.
warrants 4/15/08 (a)(f)

12,650

$ 31,625

Optel Communications Corp.
warrants 12/30/04 (a)(h)

2,559,515

6,718,727

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

7,857,302

TOTAL UTILITIES

15,098,257

TOTAL COMMON STOCKS

(Cost $82,503,250)

70,940,129

Preferred Stocks - 13.5%

Convertible Preferred Stocks - 0.1%

TECHNOLOGY - 0.1%

Computer Services & Software - 0.1%

PSINet, Inc. $3.50 (f)

100,000

3,400,000

Nonconvertible Preferred Stocks - 13.4%

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

International Utility Structures, Inc.
13% pay-in-kind (f)

713

499,100

Real Estate Investment Trusts - 0.4%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

0

mezzanine (h)

79,800

28,890

senior (h)

79,800

8,815,611

8,844,501

TOTAL CONSTRUCTION & REAL ESTATE

9,343,601

FINANCE - 0.4%

Insurance - 0.4%

American Annuity Group Capital Trust II 8.875%

8,910

7,932,230

HEALTH - 0.5%

Medical Facilities Management - 0.5%

Fresenius Medical Care Capital Trust II 7.875%

10,524

9,600,845

Shares

Value (Note 1)

MEDIA & LEISURE - 2.4%

Broadcasting - 2.4%

Citadel Broadcasting Co. Series B, 13.25% pay-in-kind

54,339

$ 5,596,917

CSC Holdings, Inc.:

11.125% pay-in-kind

197,957

20,686,507

Series H, 11.75% pay-in-kind

200,061

21,106,436

Granite Broadcasting Corp.
12.75% pay-in-kind

7,825

6,573,000

53,962,860

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

422

658,320

UTILITIES - 9.7%

Cellular - 3.9%

Nextel Communications, Inc.:

11.125% pay-in-kind

47,183

45,531,595

Series D, 13% pay-in-kind

38,807

40,553,315

86,084,910

Telephone Services - 5.8%

Adelphia Business Solution, Inc.
12.875% pay-in-kind

2,988

2,674,260

e.spire Communications, Inc.
$127.50 pay-in-kind

17,801

3,204,180

ICG Holdings, Inc. 14.25% pay-in-kind

26,893

21,514,400

Intermedia Communications, Inc.
13.5% pay-in-kind

22,827

22,142,190

NEXTLINK Communications, Inc.
13.50% pay-in-kind

24,242

23,514,740

NEXTLINK Communications, Inc.
14% pay-in-kind

1,125,487

57,399,830

130,449,600

TOTAL UTILITIES

216,534,510

TOTAL NONCONVERTIBLE PREFERRED STOCKS

298,032,366

TOTAL PREFERRED STOCKS

(Cost $325,176,740)

301,432,366

Purchased Bank Debt - 0.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Dynatech LLC term loan 10.03% 9/1/07 (g)

-

$ 2,000,000

1,990,000

Synthetic Industries, Inc. term loan 14% 12/13/00 (g)

-

3,600,000

3,564,000

Purchased Bank Debt - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Total Renal Care Holdings, Inc. term loan 11.5% 3/31/06 (g)

Ba2

$ 2,620,105

$ 2,436,697

Voicestream Pcs Holding LLC term loan 9.76% 2/25/09 (g)

B+

5,000,000

4,987,500

TOTAL PURCHASED BANK DEBT

(Cost $12,855,286)

12,978,197

Cash Equivalents - 4.7%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint
trading account at 6.58%,
dated 6/30/00 due 7/3/00
(Cost $104,463,000)

$ 104,520,295

104,463,000

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $2,508,743,347)

2,204,296,011

NET OTHER ASSETS - 1.2%

26,704,251

NET ASSETS - 100%

$ 2,231,000,262

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers
Work, Inc.

$ -

$ 112,038

$ -

$ 3,308,625

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $286,945,596
or 12.9% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Optel Communications Corp.
warrants 12/30/04

12/31/97

$ 759,408

Optel Communications Corp.
15% 12/30/04

12/31/97 - 12/30/99

$ 14,148,203

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $777,266,740 and $888,471,783.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $7,030 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $38,108,624 and 1.7% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

Distribution of investments by country of issue, as a percentage of total
net assets, is as follows:

United States of America

89.2%

Canada

3.4

United Kingdom

2.4

Luxembourg

1.6

Mexico

1.5

Netherlands

1.4

Others (individually less than 1%)

0.5

100.0%

The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.2%

BBB

0.2%

Ba

3.7%

BB

3.2%

B

50.2%

B

56.1%

Caa

12.9%

CCC

7.2%

Ca, C

0.4%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 7.6%. FMR has determined that unrated debt securities that are lower quality account for 7.6% of the total value of investment in securities.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $2,510,663,320. Net unrealized depreciation aggregated $306,367,309, of which $36,552,593 related to appreciated investment securities and $342,919,902 related to depreciated investment securities.

At December 31, 1999, the fund had a capital loss carryforward of approximately $78,395,000, all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $104,463,000)
(cost $2,508,743,347) -
See accompanying schedule

$ 2,204,296,011

Cash

1,173,022

Receivable for investments sold

10,237,395

Receivable for fund shares sold

1,824,525

Dividends receivable

395,382

Interest receivable

39,095,601

Other receivables

551,687

Total assets

2,257,573,623

Liabilities

Payable for investments purchased

$ 24,668,573

Payable for fund shares redeemed

630,403

Accrued management fee

1,052,289

Distribution fees payable

21,721

Other payables and
accrued expenses

200,375

Total liabilities

26,573,361

Net Assets

$ 2,231,000,262

Net Assets consist of:

Paid in capital

$ 2,569,113,584

Undistributed net investment income

195,475,174

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(229,141,160)

Net unrealized appreciation (depreciation) on investments

(304,447,336)

Net Assets

$ 2,231,000,262

Initial Class :
Net Asset Value, offering
price and redemption price
per share ($1,962,074,921
÷
195,501,395 shares)

$10.04

Service Class :
Net Asset Value, offering
price and redemption price
per share ($267,877,765
÷
26,761,288 shares)

$10.01

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,047,576
÷ 104,806 shares)

$10.00

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Dividends

$ 19,576,105

Interest

115,899,684

Total income

135,475,789

Expenses

Management fee

$ 6,594,093

Transfer agent fees

738,215

Distribution fees

126,321

Accounting fees and expenses

306,723

Non-interested trustees' compensation

6,473

Custodian fees and expenses

33,438

Registration fees

4,288

Audit

22,467

Legal

10,848

Interest

5,745

Miscellaneous

20,986

Total expenses before reductions

7,869,597

Expense reductions

(38,341)

7,831,256

Net investment income

127,644,533

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $45,477 on sales of investments in affiliated issuers)

(148,333,381)

Change in net unrealized appreciation (depreciation)
on investment securities

(97,254,537)

Net gain (loss)

(245,587,918)

Net increase (decrease) in net assets resulting from operations

$ (117,943,385)

Other Information

Expense reductions

Directed brokerage arrangements

$ 35,786

Custodian credits

2,555

$ 38,341

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 127,644,533

$ 247,259,596

Net realized gain (loss)

(148,333,381)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(97,254,537)

55,361,896

Net increase (decrease) in net assets resulting from operations

(117,943,385)

206,441,868

Distributions to shareholders
From net investment income

(160,774,244)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,244)

(239,621,253)

Share transactions - net increase (decrease)

(1,863,609)

66,219,533

Total increase (decrease) in net assets

(280,581,238)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income
of $195,475,174 and $245,962,442, respectively)

$ 2,231,000,262

$ 2,511,581,500

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

34,881,654

$ 357,036,731

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(52,613,342)

(547,562,808)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(3,918,326)

$ (46,452,711)

(4,233,548)

$ (57,895,752)

Service Class
Sold

7,232,634

$ 74,033,462

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(4,572,624)

(47,192,023)

(5,904,384)

(66,145,483)

Net increase (decrease)

4,263,683

$ 43,535,671

11,243,928

$ 124,115,285

Service Class 2 A
Sold

104,183

$ 1,046,949

-

$ -

Reinvested

639

6,643

-

-

Redeemed

(16)

(161)

-

-

Net increase (decrease)

104,806

$ 1,053,431

-

$ -

Distributions

From net investment income
Initial Class

$ 144,073,368

$ 219,412,458

Service Class

16,694,233

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,244

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,244

$ 239,621,253

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

$ 10.750

Income from Investment Operations

Net investment income

.580 D

1.095 D

1.111 D

1.124 D

.927

.856

Net realized and unrealized gain (loss)

(1.110)

(.195)

(1.591)

.936

.643

1.224

Total from investment operations

(.530)

.900

(.480)

2.060

1.570

2.080

Less Distributions

From net investment income

(.750)

(1.075)

(.970)

(.890)

(.920)

(.780)

From net realized gain

-

(.030)

(.600)

(.110)

(.180)

-

In excess of net realized gain

-

(.005)

-

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

(.780)

Net asset value, end of period

$ 10.040

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Total Return B, C

(4.93)%

8.25%

(4.33)%

17.67%

14.03%

20.72%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,962,075

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

$ 1,040,000

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.71%

.71%

Ratio of net investment income to average net assets

11.22% A

9.80%

9.14%

8.88%

9.09%

9.32%

Portfolio turnover rate

71% A

82%

92%

118%

123%

132%

Financial Highlights - Service Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997 E

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.570

1.074

1.082

.203

Net realized and unrealized gain (loss)

(1.110)

(.194)

(1.562)

(.013)

Total from investment operations

(.540)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075)

(.970)

-

From net realized gain

-

(.030)

(.600)

-

In excess of net realized gain

-

(.005)

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 10.010

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(5.03)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 267,878

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78% A

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78% A

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.12% A

9.69%

9.51%

10.75% A

Portfolio turnover rate

71% A

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.476

Net realized and unrealized gain (loss)

(.876)

Total from investment operations

(.400)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 10.000

Total Return B, C

(3.85)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,048

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.96% A, F

Ratio of net investment income to average net assets

10.93% A

Portfolio turnover rate

71% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of Service Class 2's 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended June 30, 2000

Past 1
year

Past 5
years

Past 10 years

Fidelity VIP: Investment Grade Bond -
Service Class 2

4.39%

5.93%

7.25%

LB Aggregate Bond

4.57%

6.25%

7.82%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2 on June 30, 1990. By June 30, 2000, the value of the investment would have grown to $20,145 - a 101.45% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,227 - a 112.27% increase.

Investment Summary

Quality Diversification as of June 30, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

60.2

Aa

1.9

A

11.6

Baa

20.3

Ba and Below

0.9

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of June 30, 2000

Years

9.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of June 30, 2000

% of fund's
net assets

Finance

10.6

Utilities

4.8

Construction & Real Estate

3.5

Media & Leisure

2.7

Energy

2.0

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform compared to its benchmark, Kevin?

A. For the six- and 12-month periods that ended June 30, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 3.99% over the past six months and 4.57% over the past 12 months.

Q. What was the six-month period like for bonds overall?

A. Concerns about the Federal Reserve Board raising short-term interest rates further to cool the economy kept bond performance in check early on. Then came the announcement by the U.S. Treasury in late January of its intention to reduce new borrowing and use government surplus proceeds to buy back outstanding debt. This action sent the prices of long-dated Treasuries soaring. The Fed delivered the first of three rate hikes made during the period in early February, causing an inversion in the yield curve, which occurs when short-term bonds offer higher yields than their longer-dated counterparts. Historically, an inverted yield curve has been a precursor of recession and the yield curve has not been this inverted since 1981. These unique technical factors allowed Treasuries to outperform all comparable-duration spread sectors - namely corporate bonds, mortgage securities and government agency issues - during the period. An increasing prevalence of share buybacks and leveraged buyouts also weighed heavily on corporates during the period. Agencies retreated in response to rumblings in Washington threatening to strip Fannie Mae and Freddie Mac of their implicit government backing.

Q. How did you position the fund in response to this changing environment?

A. We were rewarded for recognizing the impact of the Treasury buybacks on the market and boosting the fund's weighting in higher-coupon Treasuries in response. In terms of the spread sectors, as it became clear to me that the Fed was going to continue to raise interest rates, I decided to scale back a bit on the fund's exposure to corporate bonds, which had enjoyed a strong fourth quarter of 1999. I began by reducing a long-standing overweighting in banks - a posture that worked out beautifully for the fund in the past - because I felt that it would be extremely difficult for bank securities to outperform in a rising rate environment. This strategy paid off as the market proceeded to punish the group during the first half of the period. Overall, I became much more defensive, reducing our risk exposure through increased diversification. Despite the fact that most corporates had a very difficult period, tactical allocations into different subsectors, such as media and telecommunications, aided relative performance. The fund benefited from owning a number of issuers from these groups that were acquired during the period, which sweetened the valuations of their debt securities. Owning Yankee bonds - issues guaranteed by foreign governments - at the expense of banks also helped, as did some good picks in energy, a sector that benefited from a rally in oil prices. On the flip side, having some notably poor performers in electric and gas utilities and consumer nondurables constrained fund returns. In hindsight, I wish I had sold a larger percentage of corporates in exchange for more Treasuries.

Q. How did the fund's mortgage holdings fare?

A. The fund got a lift from my focus on seasoned discount mortgages - ranging from three-to-five years old - which benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a nice, steady windfall for us each month as we got prepaid at par, or face value.

Q. What's your outlook?

A. The Treasury buyback program is a new and very powerful factor in the market that's expected to remain the overriding concern for bond investors going forward. Admittedly, further Fed tightening and a growing budget surplus could continue to impact the Treasury yield curve and increase the volatility of the broader market. However, right now, we feel that the spread sectors are oversold and thus offer compelling value opportunities. Unlike the market, we see little evidence of a recession on the horizon. Since it seems like it will be tougher to make money on Treasuries going forward, we plan to maintain an overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's position while valuations remain attractive.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of June 30, 2000, more than
$620 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 29.7%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03 (c)

Baa2

$ 705,000

$ 706,946

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.3%

Monsanto Co. 5.75% 12/1/05

A2

2,000,000

1,866,200

Paper & Forest Products - 0.1%

Fort James Corp. 6.625% 9/15/04

Baa2

350,000

336,574

TOTAL BASIC INDUSTRIES

2,202,774

CONSTRUCTION & REAL ESTATE - 3.5%

Real Estate - 0.5%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,265,110

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,474,050

2,739,160

Real Estate Investment Trusts - 3.0%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

475,116

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,753,473

6.625% 2/15/05

Baa1

4,500,000

4,251,330

6.75% 2/15/08

Baa1

4,020,000

3,682,682

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

538,163

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,417,880

6.8% 5/1/04

Baa2

705,000

675,743

18,794,387

TOTAL CONSTRUCTION & REAL ESTATE

21,533,547

DURABLES - 0.1%

Consumer Electronics - 0.1%

Whirlpool Corp. 8.6% 5/1/10

Baa1

610,000

629,459

ENERGY - 2.0%

Oil & Gas - 2.0%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,248,100

7.2% 3/15/29

Baa1

2,490,000

2,271,453

Apache Corp.:

7.625% 7/1/19

Baa1

210,000

202,768

7.7% 3/15/26

Baa1

550,000

529,997

Apache Finance Property Ltd. 6.5% 12/15/07

Baa1

940,000

853,050

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Conoco, Inc. 5.9% 4/15/04

A3

$ 850,000

$ 811,240

Petro-Canada 7% 11/15/28

A3

1,380,000

1,205,016

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

915,000

963,879

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,200,000

1,131,960

Tosco Corp. 8.125% 2/15/30

Baa2

3,000,000

3,007,050

YPF Sociedad Anonima:

7.75% 8/27/07

B1

55,000

51,308

8% 2/15/04

B1

380,000

372,776

12,648,597

FINANCE - 10.6%

Banks - 4.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

1,000,000

988,110

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

995,810

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,789,940

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

1,000,000

1,009,800

Barclays Bank PLC yankee 5.95% 7/15/01

A1

2,150,000

2,134,647

Capital One Bank 6.375% 2/15/03

Baa2

1,130,000

1,083,501

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,200,539

Commonwealth Bank of Australia 8.5% 6/1/10

A1

600,000

622,644

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A2

250,000

248,993

Kansallis-Osake-Pankki (NY Branch) yankee 10% 5/1/02

A1

260,000

270,694

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,572,837

7.375% 9/17/04

Baa2

1,320,000

1,279,212

yankee 6.5% 11/15/02

Baa2

240,000

232,296

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

335,265

6.875% 11/15/02

Baa2

1,750,000

1,725,115

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,925,030

Sanwa Finance Aruba AEC 8.35% 7/15/09

Baa1

4,700,000

4,679,132

Sumitomo Bank International Finance NV 8.5% 6/15/09

Baa1

500,000

502,345

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Banks - continued

Union Planters Corp. 6.75% 11/1/05

Baa2

$ 400,000

$ 381,628

Union Planters National Bank 6.81% 8/20/01

A3

500,000

496,360

25,473,898

Credit & Other Finance - 5.9%

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,022,963

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,109,233

6% 7/15/05

Aa3

2,500,000

2,336,925

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

1,100,000

1,095,600

Chrysler Financial Corp. 5.69% 11/15/01

A1

4,400,000

4,299,460

CIT Group, Inc. 5.5% 2/15/04

A1

500,000

460,880

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A1

250,000

247,028

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,133,406

7.1% 6/23/04

A3

1,000,000

969,760

Finova Capital Corp.:

6.11% 2/18/03

Baa2

600,000

528,000

6.27% 9/29/00

Baa2

400,000

388,000

First Security Capital I 8.41% 12/15/26

A3

510,000

472,484

Ford Motor Credit Co.:

6.5% 2/28/02

A2

7,000,000

6,889,050

7.875% 6/15/10

A2

700,000

700,994

General Motors Acceptance Corp. 7.625% 6/15/04

A2

2,000,000

2,002,220

GS Escrow Corp. 7.125% 8/1/05

Ba1

2,825,000

2,509,561

Household Finance Corp. 8% 5/9/05

A2

2,000,000

2,016,940

HSBC Capital Funding LP 10.176% 12/31/49 (b)(c)

A1

485,000

519,362

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

2,120,000

2,017,201

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,394,648

5.875% 5/1/04

Baa1

3,080,000

2,901,483

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

793,800

TXU Eastern Funding 6.75% 5/15/09

Baa1

480,000

429,202

36,238,200

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

$ 750,000

$ 712,095

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

749,168

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A3

2,900,000

2,701,582

TOTAL FINANCE

65,874,943

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,267,155

Pollution Control - 0.2%

WMX Technologies, Inc. 7.1% 8/1/26

Ba1

905,000

851,804

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

2,118,959

MEDIA & LEISURE - 2.7%

Broadcasting - 2.5%

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

2,100,000

1,964,424

Clear Channel Communications, Inc. 7.25% 10/15/27

Baa3

3,000,000

2,631,690

Continental Cablevision, Inc. 8.3% 5/15/06

A2

1,260,000

1,289,849

Nielsen Media Research, Inc. 7.6% 6/15/09

Baa2

1,190,000

1,135,474

TCI Communications, Inc.:

8.75% 8/1/15

A2

660,000

705,712

9.8% 2/1/12

A2

1,915,000

2,175,689

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,657,200

Time Warner, Inc. 8.18% 8/15/07

Baa3

1,240,000

1,264,416

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,857,500

15,681,954

Publishing - 0.2%

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa2

1,200,000

1,209,780

TOTAL MEDIA & LEISURE

16,891,734

NONDURABLES - 1.7%

Beverages - 1.3%

Seagram JE & Sons, Inc. 6.625% 12/15/05

Baa3

8,265,000

7,899,687

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - continued

Foods - 0.2%

ConAgra, Inc. 7.125% 10/1/26

Baa1

$ 1,270,000

$ 1,171,245

Tobacco - 0.2%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,800,000

1,671,768

TOTAL NONDURABLES

10,742,700

RETAIL & WHOLESALE - 0.7%

Drug Stores - 0.3%

Rite Aid Corp.:

6.5% 12/15/05 (c)

Caa1

3,360,000

1,730,400

7.125% 1/15/07

Caa1

790,000

418,700

2,149,100

General Merchandise Stores - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,715,589

Grocery Stores - 0.1%

Kroger Co. 6% 7/1/00

Baa3

530,000

529,899

TOTAL RETAIL & WHOLESALE

4,394,588

TECHNOLOGY - 1.6%

Computers & Office Equipment - 1.6%

Comdisco, Inc.:

5.95% 4/30/02

Baa1

3,000,000

2,847,630

6.375% 11/30/01

Baa1

3,200,000

3,096,288

7.23% 8/16/01

Baa1

3,000,000

2,985,450

7.25% 9/1/02

Baa1

1,000,000

967,890

9,897,258

TRANSPORTATION - 1.1%

Air Transportation - 0.4%

Continental Airlines, Inc. pass thru trust certificates:

7.434% 3/15/06

Baa1

550,000

531,795

7.73% 9/15/12

Baa1

222,809

212,805

Delta Air Lines, Inc. equipment trust certificate 8.54% 1/2/07

Baa1

352,386

336,077

United Air Lines, Inc. 9% 12/15/03

Baa3

1,100,000

1,085,590

2,166,267

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Railroads - 0.7%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

$ 3,000,000

$ 2,907,330

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,661,512

4,568,842

TOTAL TRANSPORTATION

6,735,109

UTILITIES - 4.8%

Electric Utility - 1.4%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,336,020

7.05% 12/11/07 (c)

Baa2

3,000,000

2,775,660

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

1,055,000

1,062,132

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A2

1,500,000

1,485,960

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,628,585

Texas Utilities Co. 6.375% 1/1/08

Baa3

510,000

460,658

8,749,015

Gas - 0.7%

CMS Panhandle Holding Co.:

6.125% 3/15/04

Baa3

1,350,000

1,275,075

7% 7/15/29

Baa3

1,000,000

839,200

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

999,800

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,032,030

4,146,105

Telephone Services - 2.7%

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

700,000

695,681

8.125% 6/15/09 (c)

Baa1

3,000,000

3,028,980

Deutsche Telekom International Finance BV 8.25% 6/15/30

Aa2

5,835,000

5,927,952

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa2

1,730,000

1,611,114

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,131,770

7.7% 7/20/29

Baa1

2,591,000

2,439,867

16,835,364

TOTAL UTILITIES

29,730,484

TOTAL NONCONVERTIBLE BONDS

(Cost $193,297,122)

184,107,098

U.S. Government and Government Agency Obligations - 23.7%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.2%

Fannie Mae:

6.5% 4/29/09

Aaa

$ 8,500,000

$ 7,940,870

7.125% 2/15/05

Aaa

6,355,000

6,380,801

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

9,981

Federal Home Loan Bank:

6.75% 2/1/02

Aaa

3,490,000

3,479,076

7.59% 3/10/05

Aaa

10,000

10,203

Freddie Mac:

5.75% 3/15/09

Aaa

5,000,000

4,553,900

6.25% 7/15/04

Aaa

7,765,000

7,549,055

6.77% 9/15/02

Aaa

150,000

149,133

6.875% 1/15/05

Aaa

2,045,000

2,032,219

7% 7/15/05

Aaa

2,800,000

2,796,080

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,493,771

1,556,076

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

397,146

404,564

Class 2-E, 9.4% 5/15/02

Aaa

258,789

262,503

Class 3-T, 9.625% 5/15/02

Aaa

15,000

15,269

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

4,000

3,842

Series 1993-D, 5.23% 5/15/05

Aaa

8,511

8,134

Series 1994-A, 7.12% 4/15/06

Aaa

6,043

6,079

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank)
Series 1994-B, 7.5% 1/26/06

Aaa

6,058

6,102

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of
Trust guaranteed by U.S. Government through
Export-Import Bank)
Series 1994-1, 6.88% 1/26/03

Aaa

$ 7,059

$ 7,044

Overseas Private Investment Corp. U.S. Government guaranteed participation certificate Series 1994-195, 6.08% 8/15/04 (callable)

Aaa

98,175

96,624

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

121,500

119,296

6.86% 4/30/04

Aaa

916,733

909,847

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

38,296,698

U.S. Treasury Obligations - 17.5%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

15,100,000

15,251,000

8.875% 8/15/17

Aaa

9,940,000

12,670,419

9.875% 11/15/15

Aaa

3,810,000

5,166,131

14% 11/15/11

Aaa

1,465,000

2,034,519

U.S. Treasury Notes:

5.5% 2/15/08

Aaa

14,545,000

13,922,329

5.625% 9/30/01

Aaa

11,500,000

11,377,755

5.875% 11/15/04

Aaa

6,100,000

6,011,367

6.5% 5/31/02

Aaa

8,000,000

8,010,000

7% 7/15/06

Aaa

20,610,000

21,357,113

U.S. Treasury Notes - coupon STRIPS 0% 11/15/11

Aaa

26,700,000

13,250,142

TOTAL U.S. TREASURY OBLIGATIONS

109,050,775

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $148,365,354)

147,347,473

U.S. Government Agency -
Mortgage Securities - 34.2%

Fannie Mae - 28.7%

6% 2/1/11 to 2/1/29

Aaa

12,890,851

11,936,164

6.5% 2/1/10 to 7/1/29

Aaa

87,169,130

82,350,146

7% 12/1/24 to 1/1/30

Aaa

29,769,952

28,816,016

7.5% 7/1/07 to 7/1/30

Aaa

43,393,905

42,829,090

8% 3/1/24 to 12/1/29

Aaa

1,285,727

1,297,033

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 7/1/30 (d)

Aaa

$ 10,700,000

$ 10,740,125

8.5% 3/1/25 to 6/1/25

Aaa

18,047

18,386

TOTAL FANNIE MAE

177,986,960

Freddie Mac - 0.3%

8.5% 3/1/20 to 1/1/28

Aaa

2,072,159

2,116,142

Government National Mortgage Association - 5.2%

6% 8/15/08 to 5/15/09

Aaa

2,721,986

2,623,726

6.5% 2/15/28 to 4/15/29

Aaa

21,907,350

20,796,105

7.5% 3/15/06 to 10/15/28

Aaa

8,781,726

8,735,756

8% 2/15/17

Aaa

120,882

123,110

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

32,278,697

TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES

(Cost $219,986,676)

212,381,799

Asset-Backed Securities - 3.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,442,227

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

851,813

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,876,875

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

830,000

818,717

6.4% 12/15/02

Aa2

480,000

473,760

7.03% 11/15/03

Aaa

209,000

208,837

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,618,282

Key Auto Finance Trust:

6.3% 10/15/03

A2

125,809

125,180

6.65% 10/15/03

Baa3

82,161

82,058

Premier Auto Trust 5.59% 2/9/04

Aaa

6,000,000

5,821,860

Railcar Trust 7.75% 6/1/04

Aaa

492,380

504,685

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

1,300,000

1,300,000

TOTAL ASSET-BACKED SECURITIES

(Cost $22,844,512)

22,124,294

Commercial Mortgage Securities - 2.4%

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

$ 1,080,000

$ 992,841

Series 1998-FL1:

Class D, 7.1415% 12/10/00 (c)(e)

A2

2,100,000

2,096,802

Class E, 7.4913% 1/10/13 (c)(e)

Baa2

2,650,000

2,638,200

DLJ Commercial Mortgage Corp. 7.62% 5/10/10

Aaa

3,000,000

3,008,906

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

495,879

Class C1, 7.52% 5/15/06 (c)

A2

500,000

491,094

Fannie Mae ACES REMIC sequential pay Series 1996 M5 Class A1, 7.141% 7/25/10

Aaa

138,048

137,056

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 7.1905% 4/13/31 (c)(e)

Baa3

1,000,000

864,570

Prudential Securities
Secured Financing Corp. Series 2000-C1, Class A2 7.727% 2/15/10

Aaa

2,890,000

2,917,997

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

1,500,000

1,419,727

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $15,325,912)

15,063,072

Foreign Government and Government
Agency Obligations (f) - 3.4%

British Columbia Province yankee 7% 1/15/03

Aa2

500,000

498,260

Korean Republic yankee:

8.75% 4/15/03

Baa2

775,000

788,919

8.875% 4/15/08

Baa2

1,194,000

1,231,611

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

495,780

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

236,145

7.5% 7/15/23

A2

8,550,000

8,428,590

7% 1/30/07

A2

1,000,000

980,520

Foreign Government and Government
Agency Obligations (f) - continued

Moody's Ratings
(unaudited) (a)

Principal Amount

Value
(Note 1)

Quebec Province: - continued

7.5% 9/15/29

A2

$ 6,480,000

$ 6,366,017

United Mexican States 9.875% 2/1/10

Baa3

2,290,000

2,393,050

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,550,794)

21,418,892

Supranational Obligations - 0.6%

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

3,810,480

Cash Equivalents - 5.1%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.83%, dated 6/30/00 due 7/3/00
(Cost $31,619,000)

$ 31,637,007

31,619,000

TOTAL INVESTMENT PORTFOLIO - 102.7%

(Cost $657,964,210)

637,872,108

NET OTHER ASSETS - (2.7)%

(16,874,271)

NET ASSETS - 100%

$ 620,997,837

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $25,317,582 or 4.1% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

73.7%

AAA, AA, A

67.0%

Baa

20.3%

BBB

18.9%

Ba

0.5%

BB

1.6%

B

0.1%

B

0.3%

Caa

0.3%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $467,642,183 and $520,876,687, respectively, of which long-term U.S. government and government agency obligations aggregated $384,782,549 and $401,954,052, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $21,767,000. The weighted average interest rate was 5.86%. Interest earned from the interfund lending program amounted to $21,253 and is included in interest income on the Statement of Operations.

Income Tax Information

At June 30, 2000, the aggregate cost of investment securities for income tax purposes was $658,225,459. Net unrealized depreciation aggregated $20,353,351, of which $1,723,809 related to appreciated investment securities and $22,077,160 related to depreciated investment securities.

At December 31, 1999, the fund had a capital loss carryforward of approximately $11,269,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $31,619,000)
(cost $657,964,210) -
See accompanying schedule

$ 637,872,108

Cash

106

Receivable for investments sold

6,380,828

Receivable for fund shares sold

231,457

Interest receivable

8,078,601

Total assets

652,563,100

Liabilities

Payable for investments purchased
Regular delivery

$ 20,040,145

Delayed delivery

10,721,326

Payable for fund shares redeemed

510,735

Accrued management fee

223,058

Distribution fees payable

22

Other payables and accrued expenses

69,977

Total liabilities

31,565,263

Net Assets

$ 620,997,837

Net Assets consist of:

Paid in capital

$ 641,249,230

Undistributed net investment income

19,896,010

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(20,055,301)

Net unrealized appreciation (depreciation) on investments

(20,092,102)

Net Assets

$ 620,997,837

Initial Class:
Net Asset Value, offering price
and redemption price per share
($620,890,223
÷
52,845,848 shares)

$11.75

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($107,614
÷ 9,165 shares)

$11.74

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Investment Income

Interest

$ 21,822,522

Security lending

63,152

Total income

21,885,674

Expenses

Management fee

$ 1,325,329

Transfer agent fees

207,178

Distribution fees

121

Accounting and security lending fees

89,154

Non-interested trustees' compensation

1,005

Custodian fees and expenses

22,606

Audit

16,173

Legal

2,425

Miscellaneous

412

Total expenses before reductions

1,664,403

Expense reductions

(1,188)

1,663,215

Net investment income

20,222,459

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(8,016,907)

Change in net unrealized appreciation (depreciation) on investment securities

10,456,223

Net gain (loss)

2,439,316

Net increase (decrease) in net assets resulting from operations

$ 22,661,775

Other Information

Expense reductions
Custodian credits

$ 1,188

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Operations
Net investment income

$ 20,222,459

$ 43,183,071

Net realized gain (loss)

(8,016,907)

(11,737,244)

Change in net unrealized appreciation (depreciation)

10,456,223

(38,771,648)

Net increase (decrease) in net assets resulting from operations

22,661,775

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,424)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,424)

(37,458,779)

Share transactions - net increase (decrease)

(17,176,281)

28,823,589

Total increase (decrease) in net assets

(37,853,930)

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $19,896,010 and $42,809,963, respectively)

$ 620,997,837

$ 658,851,767

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

6,302,773

$ 73,176,423

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(11,451,016)

(133,795,101)

(21,798,580)

(267,602,641)

Net increase (decrease)

(1,320,287)

$ (17,286,219)

2,087,683

$ 28,823,589

Service Class 2 A
Sold

8,552

$ 102,980

-

$ -

Reinvested

614

6,965

-

-

Redeemed

(1)

(7)

-

-

Net increase (decrease)

9,165

$ 109,938

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class 2 A

6,965

-

Total

$ 43,339,424

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class 2 A

-

-

Total

$ -

$ 8,945,380

$ 43,339,424

$ 37,458,779

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2000

Years ended December 31,

Selected Per-Share Data

(Unaudited)

1999

1998

1997

1996

1995

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

$ 11.020

Income from Investment Operations

Net investment income

.378C

.743 C

.725 C

.759 C

.670

.320

Net realized and unrealized gain (loss)

.052

(.873)

.335

.291

(.290)

1.530

Total from investment operations

.430

(.130)

1.060

1.050

.380

1.850

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

(.390)

From net realized gain

-

(.160)

(.070)

-

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

(.390)

Net asset value, end of period

$ 11.750

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Total ReturnB

3.80%

(1.05)%

8.85%

9.06%

3.19%

17.32%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 620,890

$ 658,852

$ 674,813

$ 324,525

$ 228,594

$ 181,546

Ratio of expenses to average net assets

.54% A

.54%

.57%

.58%

.58%

.59%

Ratio of net investment income to average net assets

6.53% A

6.07%

5.85%

6.34%

6.49%

6.53%

Portfolio turnover rate

154% A

87%

239%

191%

81%

182%

Financial Highlights - Service Class 2

Six months ended
June 30, 2000
D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income C

.339

Net realized and unrealized gain (loss)

.181

Total from investment operations

.520

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 11.740

Total ReturnB

4.56%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 108

Ratio of expenses to average net assets

.80% A

Ratio of net investment income to average net assets

6.32% A

Portfolio turnover rate

154%A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio - Service Class 2
Performance

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns and yields prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended June 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Service Class 2

5.47%

5.44%

5.16%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Semiannual Report

Yield

6/28/00

3/29/00

12/29/99

9/29/99

6/30/99

Fidelity VIP:

Money Market -

Service Class 2

6.16%

5.51%

5.72%

5.20%

4.85%

MMDA

2.11%

2.04%

2.07%

2.08%

2.03%




Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio
Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager
of Money Market Portfolio

Q. Bob, what was the investment environment like during the six months that ended June 30, 2000?

A. Interest rates rose due to strong economic performance, evidenced by the lowest unemployment rate in approximately 30 years and robust gains in real GDP - gross domestic product adjusted for inflation. Personal consumption, business investment and a strong real estate market fueled growth. The wealth effect created by appreciating equity and real estate markets also boosted consumer spending, a significant component of real GDP. Commodity prices increased due to improving global economic conditions and strong domestic demand.

Q. How did the market react to this backdrop?

A. Market participants expected that the Federal Reserve Board would hike short-term interest rates in order to slow growth and head off inflation. That argument was bolstered by the fact that, in spite of improvements in productivity, consumer and producer prices ultimately rose during the period, sparked mainly by increasing energy prices.

Q. What was the Fed's reaction to these developments?

A. Strong real GDP growth and concerns about the impact of wage pressures within firm labor markets encouraged the Fed to continue its program of interest-rate hikes. During the first half of 2000, the Fed raised the rate banks charge each other for overnight loans - known as the fed funds target rate - three times. Two of these rate hikes - in February and March - came in increments of 0.25 percentage points, but not the last hike, which occurred in May.

Q. What happened in May?

A. Faced with continued strong GDP growth, an increase in the core rate of inflation, a decline in the unemployment rate and a larger-than-expected increase in average hourly earnings, the Fed in May raised the fed funds rate by 0.50 percentage points, the first increase of such magnitude in over five years. However, recent evidence of an economic slowdown prompted the Fed to keep rates unchanged at its June 2000 meeting.

Q. What was your strategy with the fund?

A. During the period, our strategy shifted to capitalize on Fed rate hikes while at the same time maintaining adequate portfolio liquidity to accommodate cash outflows. The fund's average maturity was shortened at times when the market priced in overly optimistic expectations for changes in monetary policy. Conversely, the fund's average maturity was lengthened when the market priced in overly aggressive expectations of Fed rate hikes.

Q. What is your outlook?

A. Recent economic data suggests that Fed monetary policy has begun to dampen economic activity. Fed rate hikes appear to have tempered consumer spending, as evidenced by recent statistics showing slower retail and home sales. As a result, manufacturing activity has softened within interest-rate sensitive sectors, while employment has recently declined from record levels. It's uncertain at this point if the economy is taking a breather or if the Fed has achieved a so-called "soft landing." Market prices currently reflect the belief that the Fed has finished its rate-hike program. However, we believe the Fed might implement at least one more rate hike in the near future.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, please see page 2.


Fund Facts

Goal: as high a level of current income as is consistent with preservation of capital and liquidity

Start date: April 1, 1982

Size: as of June 30, 2000, more than $2.0 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments June 30, 2000

(Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 38.2%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 5.7%

Chase Manhattan Bank USA NA

9/5/00

6.70%

$ 25,000,000

$ 25,000,000

Citibank NA, New York

11/15/00

7.02

30,000,000

30,000,000

First Union National Bank, North Carolina

7/20/00

6.85 (b)

25,000,000

25,000,000

11/21/00

6.48

10,000,000

10,000,000

5/15/01

7.35

15,000,000

15,000,000

U.S. Bank NA, Minnesota

7/3/00

6.72 (b)

10,000,000

10,000,000

115,000,000

London Branch, Eurodollar, Foreign Banks - 15.7%

Abbey National Treasury Services PLC

11/6/00

6.75

25,000,000

25,000,000

11/9/00

6.50

20,000,000

20,000,000

5/17/01

7.36

25,000,000

25,000,000

Barclays Bank PLC

7/28/00

5.80

9,000,000

9,000,000

Bayerische Hypo-und Vereinsbank AG

8/21/00

6.76

15,000,000

15,000,000

10/19/00

6.75

50,000,000

50,000,000

11/20/00

7.01

25,000,000

25,000,000

Deutsche Bank AG

9/19/00

6.40

31,000,000

30,993,318

Dresdner Bank AG

8/3/00

6.25

25,000,000

24,999,976

8/21/00

6.75

60,000,000

59,999,996

Halifax PLC

12/18/00

6.51

10,000,000

10,000,000

RaboBank Nederland Coop. Central

11/6/00

6.83

25,000,000

25,000,000

319,993,290

New York Branch, Yankee Dollar, Foreign Banks - 16.8%

Banque Nationale de Paris (BNP)

8/2/00

5.85

10,000,000

9,999,581

Canadian Imperial Bank of Commerce

7/6/00

6.62 (b)

25,000,000

24,986,250

8/17/00

6.75

10,000,000

10,000,000

Commerzbank AG

8/23/00

6.65

25,000,000

25,000,000

Credit Agricole Indosuez

7/3/00

6.63 (b)

25,000,000

24,992,398

Deutsche Bank AG

11/16/00

7.01

25,000,000

25,000,000

Dresdner Bank AG

7/23/00

6.62 (b)

20,000,000

19,999,510

National Westminster Bank PLC

7/10/00

6.58

25,000,000

25,000,000

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Norddeutsche Landesbank Girozentrale

7/12/00

5.76%

$ 10,000,000

$ 9,999,856

2/8/01

6.75

10,000,000

9,997,115

5/8/01

7.15

25,000,000

24,995,975

Royal Bank of Canada

7/3/00

6.62 (b)

25,000,000

24,988,249

5/3/01

7.10

25,000,000

24,994,053

Societe Generale

7/10/00

6.61 (b)

15,000,000

14,995,612

7/29/00

6.67 (b)

7,000,000

6,997,834

Svenska Handelsbanken AB

5/2/01

7.00

35,000,000

34,994,462

UBS AG

12/7/00

6.45

25,000,000

24,963,178

341,904,073

TOTAL CERTIFICATES OF DEPOSIT

776,897,363

Commercial Paper - 44.8%

Aegon Funding Corp.

9/12/00

6.38

6,000,000

5,924,810

Bank of Scotland Treasury Services PLC

9/12/00

6.71

25,000,000

24,665,417

Citibank Credit Card Master Trust I (Dakota Certificate Program)

7/18/00

6.67

25,000,000

24,922,083

8/17/00

6.65

10,000,000

9,914,094

ConAgra, Inc.

7/10/00

6.77

5,000,000

4,991,588

7/25/00

6.79

8,000,000

7,964,000

7/27/00

6.80

7,000,000

6,965,875

Corporate Receivables Corp.

8/22/00

6.65

25,000,000

24,762,750

8/22/00

6.75

25,000,000

24,759,861

Countrywide Home Loans, Inc.

7/17/00

6.85

5,000,000

4,984,822

CXC, Inc.

8/10/00

6.75

50,000,000

49,630,556

Daimler-Chrysler North America Holding Corp.

9/14/00

6.72

20,000,000

19,724,583

Deutsche Bank Financial, Inc.

8/15/00

6.76

25,000,000

24,792,188

Dominion Resources, Inc.

7/19/00

6.91

5,000,000

4,982,850

Falcon Asset Securitization Corp.

7/18/00

6.82

15,000,000

14,951,833

8/9/00

6.66

29,335,000

29,125,573

General Electric Capital Corp.

7/25/00

6.65

50,000,000

49,780,333

8/15/00

6.67

50,000,000

49,588,750

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp.

8/23/00

6.74%

$ 50,000,000

$ 49,512,694

8/31/00

6.78

25,000,000

24,718,299

Goldman Sachs Group, Inc.

8/14/00

6.66

20,000,000

19,839,156

8/16/00

6.65

21,242,000

21,063,673

GTE Corp.

8/1/00

6.69

6,000,000

5,965,693

Kitty Hawk Funding Corp.

8/15/00

6.27

5,000,000

4,962,000

9/20/00

6.41

5,000,000

4,930,138

12/1/00

7.08

10,000,000

9,709,725

Lehman Brothers Holdings, Inc.

8/2/00

6.54 (b)

14,000,000

14,000,000

Lower Colorado River Auth. Tax Rev.

8/2/00

6.59

10,000,000

10,000,000

Merrill Lynch & Co., Inc.

8/23/00

6.78

35,000,000

34,656,825

New Center Asset Trust

7/17/00

6.67

25,000,000

24,926,667

Newport Funding Corp.

7/6/00

6.58

25,000,000

24,977,257

9/18/00

6.35

10,000,000

9,865,042

Park Avenue Receivables Corp.

7/20/00

6.63

50,000,000

49,825,833

Preferred Receivables Funding Corp.

7/3/00

6.65

20,000,000

19,992,667

Sears Roebuck Acceptance Corp.

7/25/00

6.79

6,000,000

5,973,000

7/26/00

6.79

5,000,000

4,976,563

Societe Generale NA

8/3/00

6.25

25,000,000

24,861,125

Three Rivers Funding Corp.

7/5/00

6.59

25,000,000

24,981,806

7/28/00

6.65

35,240,000

35,065,562

Triple-A One Funding Corp.

7/20/00

6.62

60,000,000

59,791,633

Tyco International Group SA

7/19/00

6.92

5,000,000

4,982,813

7/25/00

6.95

5,000,000

4,977,000

UBS Finance, Inc.

7/5/00

7.06

4,200,000

4,196,710

Ventures Business Trust

7/3/00

7.05

29,997,000

29,985,251

TOTAL COMMERCIAL PAPER

911,169,098

Bank Notes - 2.5%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Bank of America NA

11/20/00

7.00%

$ 15,000,000

$ 15,000,000

First National Bank, Chicago

7/12/00

5.75

10,000,000

9,999,856

Fleet National Bank

7/3/00

6.71 (b)

25,000,000

24,999,607

TOTAL BANK NOTES

49,999,463

Master Notes - 3.2%

Goldman Sachs Group, Inc.

8/22/00

6.73 (c)

50,000,000

50,000,000

J.P. Morgan Securities, Inc.

7/7/00

6.64 (b)

15,000,000

15,000,000

TOTAL MASTER NOTES

65,000,000

Medium-Term Notes - 7.1%

AT&T Corp.

7/6/00

6.67 (b)

25,000,000

25,000,000

CIESCO LP

7/15/00

6.63 (b)

10,000,000

9,999,914

CIT Group, Inc.

7/3/00

6.61 (b)

10,000,000

9,994,445

7/3/00

6.80 (b)

15,000,000

14,996,960

Ford Motor Credit Co.

8/23/00

6.80 (b)

25,000,000

24,997,512

GE Life & Annuity Assurance Co.

7/3/00

6.76 (b)(c)

15,000,000

15,000,000

General Motors Acceptance Corp. Mortgage Credit

7/3/00

6.69 (b)

10,000,000

9,996,305

7/3/00

6.71 (b)

25,000,000

24,990,734

Merrill Lynch & Co., Inc.

7/3/00

6.63 (b)

10,000,000

9,999,244

TOTAL MEDIUM-TERM NOTES

144,975,114

Short-Term Notes - 3.6%

Jackson National Life Insurance Co.

7/3/00

7.00 (b)(c)

7,000,000

7,000,000

Monumental Life Insurance Co.

7/3/00

6.78 (b)(c)

5,000,000

5,000,000

7/3/00

6.81 (b)(c)

5,000,000

5,000,000

New York Life Insurance Co.

7/3/00

6.41 (b)(c)

4,000,000

4,000,000

Short-Term Notes - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

New York Life Insurance Co. - continued

8/28/00

6.96% (b)(c)

$ 5,000,000

$ 5,000,000

RACERS Series 00 10mm,

6/22/01

6.67 (a)(b)

10,000,000

10,000,000

Strategic Money Market Trust Series 1999 A6,

7/13/00

6.40 (a)(b)

17,000,000

17,000,000

Strategic Money Market Trust Series 2000 B,

9/13/00

6.81 (a)(b)

5,000,000

5,000,000

Strategic Money Market Trust Series 2000 E,

7/14/00

6.67 (a)(b)

5,000,000

5,000,000

Transamerica Occidental Life Insurance Co.

9/29/00

6.56 (b)(c)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

73,000,000

Repurchase Agreements - 2.5%

Maturity Amount

In a joint trading account (U.S. Government Obligations) dated 6/30/00 due 7/3/00 At 6.83%

$ 31,018

31,000

With:

Bank of America NA
At 7.21%, dated 6/30/00 due 7/3/00 (Commercial Paper Obligations)
(principal amount $30,000,000) 6.65% - 6.95%, 7/5/00 - 7/20/00

30,018,025

30,000,000

Deutsche Bank Securities, Inc.
At 7.21%, dated 6/30/00 due 7/3/00 (Corporate Obligations)
(principal amount $20,000,000) 5.98% - 6.05%, 11/17/08 - 3/1/09

20,012,017

20,000,000

TOTAL REPURCHASE AGREEMENTS

50,031,000

TOTAL INVESTMENT
PORTFOLIO - 101.9%

2,071,072,038

NET OTHER ASSETS - (1.9)%

(37,716,448)

NET ASSETS - 100%

$ 2,033,355,590

Total Cost for Income Tax Purposes $2,071,072,038

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $37,000,000 or 1.8% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co.
6.76%, 7/3/00

4/6/00

$ 15,000,000

Goldman Sachs Group, Inc.
6.73%, 8/22/00

6/14/00

$ 50,000,000

Jackson National Life Insurance Co.
7.0%, 7/3/00

7/6/99

$ 7,000,000

Monumental Life Insurance Co.:
6.78%, 7/3/00

9/17/98

$ 5,000,000

6.81%, 7/3/00

3/12/99

$ 5,000,000

New York Life Insurance Co.:
6.41%, 7/3/00

12/20/99

$ 4,000,000

6.96%, 8/28/00

8/13/99

$ 5,000,000

Transamerica Occidental Life
Insurance Co. 6.56%, 9/29/00

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $101,000,000 or 5.0% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $10,351,708. The weighted average interest rate was 6.06%. Interest earned from the interfund lending program amounted to $41,853 and is included in interest income on the Statement of Operations.

Income Tax Information

At December 31, 1999, the fund had a capital loss carryforward of approximately $102,000 of which $1,000, $28,000 and $73,000 will expire on December 31, 2002, 2005 and 2007, respectively.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements

Statement of Assets and Liabilities

June 30, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $50,031,000) -
See accompanying schedule

$ 2,071,072,038

Receivable for fund shares sold

3,301,546

Interest receivable

11,922,327

Prepaid expenses

40,981

Total assets

2,086,336,892

Liabilities

Payable to custodian bank

$ 38,588

Payable for investments purchased

24,986,250

Payable for fund shares redeemed

27,396,441

Accrued management fee

446,877

Other payables and accrued expenses

113,146

Total liabilities

52,981,302

Net Assets

$ 2,033,355,590

Net Assets consist of:

Paid in capital

$ 2,033,466,514

Accumulated net realized gain (loss) on investments

(110,924)

Net Assets

$ 2,033,355,590

Initial Class:
Net Asset Value, offering price
and redemption price per share
($2,033,252,913
÷
2,033,348,781 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($102,677
÷ 102,677 shares)

$1.00

Statement of Operations

Six months ended June 30, 2000 (Unaudited)

Interest Income

$ 63,230,620

Expenses

Management fee

$ 2,332,410

Transfer agent fees

695,684

Distribution fees

117

Accounting fees and expenses

97,285

Non-interested trustees' compensation

3,231

Custodian fees and expenses

21,274

Registration fees

923

Audit

13,574

Legal

7,404

Miscellaneous

71,873

Total expenses before reductions

3,243,775

Expense reductions

(217)

3,243,558

Net interest income

59,987,062

Net Realized Gain (Loss)
on Investments

(8,777)

Net increase in net assets resulting from operations

$ 59,978,285

Other Information

Expense reductions
Custodian credits

$ 217

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2000
(Unaudited)

Year ended December 31,

1999

Operations
Net interest income

$ 59,987,062

$ 89,685,301

Net realized gain (loss)

(8,777)

(73,427)

Net increase (decrease) in net assets resulting from operations

59,978,285

89,611,874

Distributions to shareholders from net interest income

(59,987,062)

(89,685,301)

Share transactions - net increase (decrease)

93,873,698

432,074,680

Total increase (decrease) in net assets

93,864,921

432,001,253

Net Assets

Beginning of period

1,939,490,669

1,507,489,416

End of period

$ 2,033,355,590

$ 1,939,490,669

Other Information:

Six months ended June 30, 2000
(Unaudited)

Year ended
December 31,
1999

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 3,072,502,306

$ 3,933,097,969

Reinvestment of distributions from net interest income

60,021,807

88,893,196

Cost of shares redeemed

(3,038,753,092)

(3,589,916,485)

Net increase (decrease) in net assets and shares
resulting from share transactions

$ 93,771,021

$ 432,074,680

Service Class 2 A
Proceeds from sales of shares

$ 100,000

$ -

Reinvestment of distributions from net interest income

2,677

-

Cost of shares redeemed

-

-

Net increase (decrease) in net assets and shares
resulting from share transactions

$ 102,677

$ -

Distributions
From net interest income
Initial Class

$ (59,984,377)

$ (89,685,301)

Service Class 2 A

(2,685)

-

Total

$ (59,987,062)

$ (89,685,301)

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2000

Years ended December 31,

(Unaudited)

1999

1998

1997

1996

1995

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net interest income

.029

.050

.053

.053

.052

.057

Less Distributions

From net interest income

(.029)

(.050)

(.053)

(.053)

(.052)

(.057)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

2.98%

5.17%

5.46%

5.51%

5.41%

5.87%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,033,253

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

$ 808,874

Ratio of expenses to average net assets

.32% A

.27%

.30%

.31%

.30%

.33%

Ratio of net interest income to average net assets

5.93% A

5.06%

5.33%

5.32%

5.28%

5.72%

Financial Highlights - Service Class 2

Six months ended June 30, 2000 C

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net interest income

.027

Less Distributions

From net interest income

(.027)

Net asset value, end of period

$ 1.000

Total Return B

2.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 103

Ratio of expenses to average net assets

.57% A

Ratio of net interest income to average net assets

5.72% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to June 30, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2000 (Unaudited)

1. Significant Accounting Policies.

The Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Investment Grade Bond Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap Portfolio (the funds) are funds of Variable Insurance Products Fund III. Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund, except Money Market Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio, offers three classes of shares: the funds' original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its respective distribution plan. On April 20, 2000, the Board of Trustees of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio approved the creation of Service Class, a new class of shares of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio. The Service Class shares of Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500 Portfolio will be subject to an annual distribution and service fee of .10% of the class' average net assets. These shares are expected to be available on July 14, 2000.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation:

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

High Income, Asset Manager and Balanced Portfolios. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth and Mid Cap Portfolios. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of the business of the funds, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund is not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income:

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Investment Grade Bond, High Income, Asset Manager, Balanced, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Mid Cap and Overseas Portfolios. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the funds. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the funds until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net interest income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, redemptions in kind, partnerships, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a bank custodian. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Central Cash Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in the Taxable Central Cash Fund and the Central Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income. Income distributions from the Cash Funds are declared daily and paid monthly from net interest income. Income distributions earned by the funds are recorded as either interest income or security lending income in the accompanying financial statements.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information

regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock market and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

Value

% of Net Assets

Asset Manager

$58,533,087

1.3%

Asset Manager: Growth

$9,260,883

1.6%

High Income

$12,978,197

0.6%

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For the Money Market Portfolio, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The income-based fee is added only when the fund's gross yield exceeds 5%. At that time the income-based fee would equal 6% of that portion of the fund's gross income that represents a gross yield of more than 5% per year. The maximum income-based component is .24% of average net assets. For the period, the total management fee was equivalent to an annualized rate of .23%. The income-based portion of this fee was equal to $755,805, or an annualized rate of .07% of the fund's average net assets.

For the Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

For all the other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the Investment Grade Bond and High Income Portfolios and .2167% to .5200% for the period for the Asset Manager, Balanced, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Mid Cap and Overseas Portfolios for the period. The annual individual fund fee rate is .30% for Investment Grade Bond, Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, and Mid Cap Portfolios, .45% for High Income and Overseas Portfolios, .25% for Asset Manager Portfolio, .15% for Balanced Portfolio, and .20% for Equity-Income and Growth & Income Portfolios. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

For the period, each fund's management fee was equivalent to the following annualized rates expressed as a percentage of average net assets:

Money Market

.23%

Investment Grade Bond

.43%

High Income

.58%

Asset Manager

.53%

Balanced

.43%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Index 500

.24%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Mid Cap

.56%

Overseas

.72%

Sub-Adviser Fee. As the Money Market and Investment Grade Bond Portfolios' investment sub-adviser, FIMM, a wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

FMR, on behalf of the Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

FMR and Index 500 Portfolio entered into a sub-advisory agreement with Bankers Trust Company (Bankers Trust). Bankers Trust receives a sub-advisory fee for providing investment management and custodial services to the fund. For these services, FMR pays Bankers Trust fees at an annual rate of 0.006% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sub-Adviser Fee - continued

Under a separate securities lending agreement with Bankers Trust, Index 500 Portfolio receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $90,941.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which were reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Money Market

Service Class 2

$ 117

Investment Grade Bond

Service Class 2

121

High Income

Service Class

126,071

Service Class 2

250

Asset Manager

Service Class

12,967

Service Class 2

195

Balanced

Service Class

13,703

Service Class 2

213

Asset Manager: Growth

Service Class

5,971

Service Class 2

204

Equity-Income

Service Class

221,204

Service Class 2

4,873

Index 500

Service Class 2

116

Growth & Income

Service Class

64,293

Service Class 2

492

Growth Opportunities

Service Class

170,539

Service Class 2

934

Contrafund

Service Class

472,035

Service Class 2

12,537

Growth

Service Class

650,795

Service Class 2

1,896

Mid Cap

Service Class

36,074

Service Class 2

8,716

Overseas

Service Class

99,503

Service Class 2

583

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each funds' transfer agent fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

MONEY MARKET

.07%

INVESTMENT GRADE BOND

.07%

HIGH INCOME

.07%

ASSET MANAGER

.07%

BALANCED

.07%

ASSET MANAGER: GROWTH

.07%

EQUITY-INCOME

.07%

GROWTH & INCOME

.07%

INDEX 500

.07%

GROWTH OPPORTUNITIES

.07%

CONTRAFUND

.07%

GROWTH

.07%

MID CAP

.08%

OVERSEAS

.07%

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, each class paid the following amounts:

Money Market

Initial Class

$ 695,651

Service Class 2

33

Investment Grade Bond

Initial Class

207,145

Service Class 2

33

High Income

Initial Class

655,017

Service Class

83,102

Service Class 2

96

Asset Manager

Initial Class

1,526,085

Service Class

8,951

Service Class 2

42

Balanced

Initial Class

92,789

Service Class

9,127

Service Class 2

55

Asset Manager: Growth

Initial Class

179,131

Service Class

4,189

Service Class 2

61

Equity-Income

Initial Class

3,206,951

Service Class

146,559

Service Class 2

1,525

Index 500

Initial Class

1,638,142

Service Class 2

33

Growth & Income

Initial Class

351,138

Service Class 2

43,630

Service Class 2

132

Growth Opportunities

Initial Class

417,276

Service Class

113,605

Service Class 2

426

Contrafund

Initial Class

2,952,107

Service Class

316,815

Service Class 2

3,771

Growth

Initial Class

5,897,805

Service Class

451,666

Service Class 2

848

Mid Cap

Initial Class

13,418

Service Class

27,121

Service Class 2

2,882

Overseas

Initial Class

925,813

Service Class

69,985

Service Class 2

301

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Money Market Insurance. Pursuant to an Exemptive Order issued by the the SEC, the Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. During the period, the fund paid premiums of $81,961 for the calendar year 2000 to FIDFUNDS, which are being amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

7. Expense Reductions.

FMR voluntarily agreed to reimburse Index 500 Portfolio's operating expenses (excluding interest, taxes, brokerage commissions, extraordinary expenses and sub-advisory fees paid by the fund associated with securities lending) above an annualized rate of .28% of average net assets for Initial Class and .53% of average net assets for Service Class 2.

FMR has directed certain portfolio trades to brokers who paid a portion of certain fund's expenses.

In addition, through arrangements with certain funds' custodians, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

8. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were record owners of 10% or more of the total outstanding shares of the following funds:

FILI

UNAFFILIATED INSURANCE COMPANIES

FUND

% OF OWNERSHIP

# OF

% OF OWNERSHIP

MONEY MARKET

64%

0

0%

INVESTMENT GRADE BOND

31%

2

21%

HIGH INCOME

11%

2

61%

ASSET MANAGER

18%

1

22%

BALANCED

36%

1

52%

ASSET MANAGER: GROWTH

63%

1

10%

EQUITY-INCOME

12%

2

39%

GROWTH & INCOME

40%

3

42%

INDEX 500

27%

1

13%

GROWTH OPPORTUNITIES

15%

1

66%

CONTRAFUND

20%

2

34%

GROWTH

13%

1

29%

MID CAP

44%

1

28%

OVERSEAS

14%

1

33%

9. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's schedule of investments.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Money Market, Asset Manager, Balanced, Investment
Grade Bond and Asset Manager: Growth Portfolios

Fidelity Management & Research (U.K.) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Fidelity International Investment Advisors
Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
High Income, Mid Cap, Asset Manager, Asset Manager:
Growth, Contrafund, Balanced, Growth Opportunities,
Growth & Income, and Overseas Portfolios

Bankers Trust
Index 500 Portfolio

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Growth, Mid Cap,
Contrafund and Growth Opportunities Portfolios

Richard A. Spillane, Jr., Vice President - Equity-Income,
Overseas, Balanced and Growth & Income Portfolios

Dwight D. Churchill, Vice President -
Money Market and Investment Grade Bond Portfolios
Boyce I. Greer, Vice President - Money Market Portfolio
Robert A. Lawrence, Vice President - Index 500, Asset Manager, Asset Manager: Growth and High Income Portfolios
David L. Murphy, Vice President - Investment Grade Bond Portfolio
John Avery, Vice President - Balanced Portfolio
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
Robert K. Duby, Vice President - Money Market Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President - Investment Grade Bond
and Balanced Portfolios
Bart A. Grenier, Vice President - Asset Manager
and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio
John J. Todd, Vice President - Asset Manager
and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Bettina Doulton, Vice President -
Growth Opportunities Portfolio

Steven J. Snider, Vice President - Asset Manager
and Asset Manager: Growth Portfolios
Jason L. Weiner, Vice President - Contrafund Portfolio
Eric D. Roiter, Secretary
Robert A Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith, Assistant Vice President - Money Market

and Investment Grade Bond Portfolios
John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer - Money Market
and Investment Grade Bond Portfolios

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
Money Market, Investment Grade Bond and
High Income Portfolios

The Chase Manhattan Bank, New York, NY

Equity-Income, Asset Manager, Asset Manager: Growth,
Growth & Income, Balanced and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA
Growth, Growth Opportunities, Mid Cap
and Contrafund Portfolios

Bankers Trust, New York, NY
Index 500 Portfolio

* Independent trustees

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