VARIABLE INSURANCE PRODUCTS III
497, 2000-05-22
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SUPPLEMENT TO THE FIDELITY(registered trademark) VARIABLE INSURANCE
PRODUCTS INITIAL CLASS BALANCED PORTFOLIO
APRIL 30, 2000
PROSPECTUS

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth & Income Portfolio will be held to approve
various proposals. Shareholders of record on May 22, 2000 are entitled
to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth & Income Portfolio will be held to approve
various proposals. Shareholders of record on May 22, 2000 are entitled
to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth & Income Portfolio will be held to approve
various proposals. Shareholders of record on May 22, 2000 are entitled
to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth Opportunities Portfolio will be held to
approve various proposals. Shareholders of record on May 22, 2000 are
entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth Opportunities Portfolio will be held to
approve various proposals. Shareholders of record on May 22, 2000 are
entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Growth Opportunities Portfolio will be held to
approve various proposals. Shareholders of record on May 22, 2000 are
entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Mid Cap Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Mid Cap Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Mid Cap Portfolio will be held to approve various
proposals. Shareholders of record on May 22, 2000 are entitled to vote
at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio, VIP Growth & Income Portfolio,
VIP Growth Opportunities Portfolio, and VIP Mid Cap Portfolio will be
held to approve various proposals. Shareholders of record on May 22,
2000 are entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio, VIP Growth & Income Portfolio,
VIP Growth Opportunities Portfolio, and VIP Mid Cap Portfolio will be
held to approve various proposals. Shareholders of record on May 22,
2000 are entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio, VIP Growth & Income Portfolio,
VIP Growth Opportunities Portfolio, and VIP Mid Cap Portfolio will be
held to approve various proposals. Shareholders of record on May 22,
2000 are entitled to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.

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

SHAREHOLDER MEETING. On or about July 19, 2000, a meeting of the
shareholders of VIP Balanced Portfolio, VIP Growth & Income Portfolio,
and VIP Growth Opportunities Portfolio, will be held to approve
various proposals. Shareholders of record on May 22, 2000 are entitled
to vote at the meeting.

For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-5429 to request a
free copy of the proxy statement.




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