N-30D 1 main.htm

Fidelity® Variable Insurance Products:

Equity-Income Portfolio

Annual Report

December 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Market Environment

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A review of what happened in world markets during the past 12 months.

Performance and Investment Summary

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

Fund Talk

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

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

Report of Independent Accountants

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The auditors' opinion.

Trustees and Officers

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Distributions

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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

Despite a very strong showing in the fourth quarter of 2001, most major equity indexes in the United States and abroad finished with negative returns for the second consecutive year. In most cases, equity investors suffered larger losses in 2001 than in 2000. In the U.S., of the 10 most widely recognized sectors of the market, only two - consumer discretionary and materials - had positive returns for the past year, compared to six sectors in 2000. Overseas, none of the 10 sectors could manage positive growth during the past 12 months, compared to five in 2000. Information technology and telecommunications continued to be among the worst performing segments of the market both domestically and internationally, although tech realized dramatic gains during the fourth-quarter rally. Investment-grade bonds, the overall high-yield market and most emerging-markets debt offered investors welcome relief - and positive returns - throughout most of 2001.

U.S. Stock Markets

Terrorism, war and an economic recession were just a few of the factors that put downward pressure on stocks during 2001, as most major equity indexes declined for the second year in a row. Noteworthy events occurred early and often in 2001, beginning on the second trading day of the year when the Federal Reserve Board surprised the markets with a 0.50 percentage point cut in the fed funds target rate. This would be the first of a calendar-year record 11 cuts made by the Fed in 2001. Stocks had a mixed response to the Fed's stimuli, fluctuating between steady declines and brief rallies throughout the first half of the year. By the tail end of the summer, however, it appeared the economy was taking a turn for the better. Unfortunately, that optimism was obliterated on September 11 and in the two weeks following the devastating terrorist attacks. But with the help of the Fed's aggressive easing efforts, investors stepped back to the table in the fourth quarter with hopes of an economic rebound in early 2002. For the year overall, the large-cap weighted Standard & Poor's 500SM Index fell 11.89%, the blue-chip Dow Jones Industrial AverageSM declined 5.39%, and the tech-heavy NASDAQ Composite® Index dropped 20.82%.

Foreign Stock Markets

The correlation between U.S. and foreign stock market performance has been a growing phenomenon in recent years, as more and more foreign nations become dependent on the U.S. as a trading partner. That theme was played out once again in 2001. Japan was one of the weakest performers during the past year. The world's second largest economy behind the U.S., Japan's economy fell into recession, and its bellwether equity index - the Tokyo Stock Exchange Stock Price Index - declined 29.35% in 2001. The Morgan Stanley Capital International SM Europe, Australasia and Far East (MSCI® EAFE®) Index - designed to represent the performance of developed stock markets outside the U.S. and Canada, dropped 21.27% over the past 12 months. Canadian stock markets also trailed their neighbors to the south, as the Toronto Stock Exchange 300 fell 17.74%.

U.S. Bond Markets

A harsh economic climate, geopolitical unrest, double-digit stock market declines and a record number of interest rate cuts drove investors to bonds in 2001. The Lehman Brothers® Aggregate Bond Index, a proxy of the overall taxable-bond market, gained 8.44% during the year. Corporate bonds, which offered better yields than Treasuries, were highest on the performance ladder, as the Lehman Brothers Credit Bond Index climbed 10.40%. Treasuries had an up and down year, benefiting from a flight to safety after the tragic events of September 11, but losing significant ground late in 2001 as investors began to anticipate an economic recovery. The Lehman Brothers Treasury Index gained 6.75% for the year. Agency and mortgage-backed securities also outperformed Treasuries, as seen by the 8.31% return of the Lehman Brothers U.S. Agency Index and the 8.22% advance of the Lehman Brothers Mortgage-Backed Securities Index. The high-yield bond market rebounded in 2001, particularly in the fourth quarter, when it posted its best quarterly performance since the second quarter of 1995. Overall, the Merrill Lynch High Yield Master II Index - a proxy of the overall high-yield bond market - returned 4.48%.

Foreign Bond Markets

It was a challenging year for foreign developed-nation bonds, as the Salomon Smith Barney® Non-U.S. Dollar World Government Bond Index - a market value-weighted index designed to represent the performance of 16 world government bond markets, excluding the United States - declined 3.54% for the 12-month period ending December 31, 2001. A slowing economy and eventual recession in the United States, exacerbated by the September 11 terrorist attacks, contributed to slower economic growth worldwide. The continued strength of the U.S. dollar also muted international bond performance on a relative basis. In emerging markets, every country but one in the J.P. Morgan Emerging Markets Bond Index Global had a positive return, but the benchmark gained only 1.36% due to a host of problems in Argentina, one of the index's largest components on average during the year. Plagued by its long-running economic recession, a potential currency devaluation and rising debt obligations, Argentina's president resigned and the government was forced into default.

Annual Report

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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® VIP: Equity-Income -
Initial Class

-4.96%

9.40%

13.61%

Russell 3000® Value

-4.33%

11.02%

14.15%

Variable Annuity Equity
Income Funds Average

-4.26%

9.82%

11.76%

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. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 47 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,812 - a 258.12% 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 $37,572 - a 275.72% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Citigroup, Inc.

3.7

Fannie Mae

3.6

Exxon Mobil Corp.

3.4

SBC Communications, Inc.

2.1

BellSouth Corp.

1.9

14.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Financials

27.5

Industrials

14.3

Consumer Discretionary

12.5

Energy

12.2

Information Technology

6.4

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

96.4%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.9%



* Foreign investments

6.6%

Annual Report

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 service 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' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Equity-Income -
Service Class

-5.09%

9.30%

13.56%

Russell 3000® Value

-4.33%

11.02%

14.15%

Variable Annuity Equity
Income Funds Average

-4.26%

9.82%

11.76%

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. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 47 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,656 - a 256.56% 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 $37,572 - a 275.72% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Citigroup, Inc.

3.7

Fannie Mae

3.6

Exxon Mobil Corp.

3.4

SBC Communications, Inc.

2.1

BellSouth Corp.

1.9

14.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Financials

27.5

Industrials

14.3

Consumer Discretionary

12.5

Energy

12.2

Information Technology

6.4

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

96.4%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.9%



* Foreign investments

6.6%

Annual Report

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 service 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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Equity-Income -
Service Class 2

-5.23%

9.24%

13.52%

Russell 3000® Value

-4.33%

11.02%

14.15%

Variable Annuity Equity
Income Funds Average

-4.26%

9.82%

11.76%

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. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 47 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,549 - a 255.49% 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 $37,572 - a 275.72% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Citigroup, Inc.

3.7

Fannie Mae

3.6

Exxon Mobil Corp.

3.4

SBC Communications, Inc.

2.1

BellSouth Corp.

1.9

14.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Financials

27.5

Industrials

14.3

Consumer Discretionary

12.5

Energy

12.2

Information Technology

6.4

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

96.4%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.9%



* Foreign investments

6.6%

Annual 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 12-month period ending December 31, 2001, the fund marginally underperformed the Russell 3000® Value Index and the Lipper Inc. variable annuity equity income funds average, which fell 4.33% and 4.26%, respectively. The fund's underperformance was due primarily to its higher weighting in energy stocks and stock selection in pharmaceutical issues during the period.

Q. How did you position the fund in a difficult year for equities?

A. Throughout most of the period, I focused on cyclical and economically sensitive stocks. The fund's sector weightings stayed relatively the same throughout the period, with an emphasis on stocks of companies that were attractively valued and paid dividends. I looked to industrial stocks, which were among the cheapest stocks due to the recessionary environment. I also focused on financial stocks - the largest sector weighting in the portfolio - which delivered mixed performance in a slowing economy. Additionally, I was able to find attractively priced technology companies in the more conservative areas of the sector. I reduced the fund's exposure to health care stocks early in the period because they had performed very well and I wanted to lock in profits. However, the fund's pharmaceutical holdings were negatively affected by investors' concerns that the industry's future growth could be slower than in the past. The fund's large-cap orientation hurt performance relative to its peer group through much of the year, but during the fourth-quarter rally the fund performed better than the Russell index because of our slightly more aggressive stance.

Q. Which of your stock selections in these sectors helped performance?

A. Good performers included Bank of America, a larger holding, which went through a fairly long and difficult merger with NationsBank a few years ago. By focusing on cutting costs and streamlining operations following the merger, it avoided the riskier lending practices that came back to haunt some of its competitors this year when the economy slowed. Investors also gravitated to IBM, a steady and consistent performer that survived the volatile year in good shape. The company expanded its business services operations, which were not as affected by the slowing economy's technology fallout. IBM continued to meet earnings expectations, delivering better relative performance than many of its competitors. Staples and Office Depot benefited from their conservative approach this year after years of rapid expansion. Staples' Web site recently broke even in terms of profitability, and the company's acquisitions in Europe were doing well at the end of 2001. Office Depot also performed well by strengthening its share in existing markets.

Q. Which stocks hurt the fund's performance?

A. Although Fannie Mae's underlying fundamentals were intact throughout the period, its performance suffered late in the year as investors became increasingly interested in other companies that had greater potential to increase earnings growth. Halliburton, an energy services company involved in exploration and drilling, was hurt by the lower worldwide demand for oil and by asbestos-related litigation against several of its subsidiaries. Exxon Mobil was another large fund holding whose performance suffered from the declining global demand for oil. SBC Communications, a regional telephone company and a top fund holding, was hurt by the slowing growth in business and consumer lines, as well as lower demand for second telephone lines as customers substituted wireless phones and other types of providers for Internet access.

Q. What's your outlook, Steve?

A. I think it's becoming increasingly apparent that underlying business conditions are, if not actually improving, holding steady. The Federal Reserve Board's efforts to reduce interest rates and provide liquidity, combined with the U.S. government's tax reduction and economic stimulus programs, may be starting to work, which may have been reflected in the stock market's 2001 fourth-quarter rally. Hopefully, the economy will show more positive signs in 2002, with perhaps the first indicator being better first-quarter GDP growth. I am somewhat concerned about the potential for a stumble, given that we've already had a strong stock market recovery and technology stocks still look expensive. In general, though, economic trends look more positive, and the outlook for corporate earnings should improve.

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 reasonable income while achieving 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 December 31, 2001, more than $10.3 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments December 31, 2001

Showing Percentage of Net Assets

Common Stocks - 94.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.6%

Auto Components - 0.5%

Johnson Controls, Inc.

328,900

$ 26,558,675

TRW, Inc.

524,600

19,431,184

45,989,859

Automobiles - 0.4%

Ford Motor Co.

391,900

6,160,668

General Motors Corp.

738,600

35,895,960

42,056,628

Hotels, Restaurants & Leisure - 2.1%

Harrah's Entertainment, Inc. (a)

407,730

15,090,087

Mandalay Resort Group (a)

889,100

19,026,740

McDonald's Corp.

2,280,400

60,362,188

MGM Mirage, Inc. (a)

1,814,070

52,372,201

Park Place Entertainment Corp. (a)

1,649,600

15,126,832

Six Flags, Inc. (a)

1,364,556

20,986,871

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

30,368,823

213,333,742

Household Durables - 1.1%

Black & Decker Corp.

595,500

22,468,215

Maytag Corp.

1,100,820

34,158,445

Snap-On, Inc.

1,102,000

37,093,320

Whirlpool Corp.

270,900

19,865,097

113,585,077

Media - 4.0%

Clear Channel Communications, Inc. (a)

1,003,500

51,088,185

Dow Jones & Co., Inc.

375,800

20,567,534

Fox Entertainment Group, Inc. Class A (a)

1,251,600

33,204,948

Gannett Co., Inc.

486,200

32,687,226

Liberty Media Corp. Class A (a)

1,430,200

20,022,800

News Corp. Ltd.:

ADR

297,734

9,470,919

sponsored ADR

303,867

8,040,321

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

1,357,303

31,326,553

Tribune Co.

991,100

37,096,873

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

3,261,318

143,987,190

Walt Disney Co.

1,342,900

27,824,888

415,317,437

Multiline Retail - 1.7%

Big Lots, Inc.

864,056

8,986,185

Costco Wholesale Corp. (a)

94,690

4,202,342

Dillard's, Inc. Class A

658,900

10,542,400

Federated Department Stores, Inc. (a)

953,000

38,977,700

JCPenney Co., Inc.

164,500

4,425,050

Kmart Corp. (a)

1,245,375

6,799,748

Sears, Roebuck & Co.

554,100

26,397,324

Target Corp.

1,166,100

47,868,405

Wal-Mart Stores, Inc.

522,400

30,064,120

178,263,274

Shares

Value (Note 1)

Specialty Retail - 1.7%

Charming Shoppes, Inc. (a)

612,800

$ 3,253,968

Gap, Inc.

1,612,400

22,476,856

Office Depot, Inc. (a)

1,167,100

21,638,034

RadioShack Corp.

634,600

19,101,460

Staples, Inc. (a)

3,626,562

67,816,709

The Limited, Inc.

2,698,200

39,717,504

174,004,531

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

14,714,288

TOTAL CONSUMER DISCRETIONARY

1,197,264,836

CONSUMER STAPLES - 5.2%

Beverages - 0.2%

The Coca-Cola Co.

385,500

18,176,325

Food & Drug Retailing - 0.3%

Albertson's, Inc.

821,200

25,859,588

CVS Corp.

251,400

7,441,440

Rite Aid Corp. (a)

8,323

42,114

33,343,142

Food Products - 0.5%

H.J. Heinz Co.

396,400

16,299,968

Kellogg Co.

613,500

18,466,350

Kraft Foods, Inc. Class A

624,400

21,248,332

56,014,650

Household Products - 1.2%

Kimberly-Clark Corp.

1,215,300

72,674,940

Procter & Gamble Co.

646,400

51,149,632

123,824,572

Personal Products - 1.8%

Avon Products, Inc.

915,600

42,575,400

Estee Lauder Companies, Inc. Class A

308,300

9,884,098

Gillette Co.

3,872,320

129,335,488

181,794,986

Tobacco - 1.2%

Philip Morris Companies, Inc.

2,794,900

128,146,165

TOTAL CONSUMER STAPLES

541,299,840

ENERGY - 12.2%

Energy Equipment & Services - 1.8%

Baker Hughes, Inc.

1,658,000

60,467,260

Halliburton Co.

3,159,800

41,393,380

Schlumberger Ltd. (NY Shares)

1,508,800

82,908,560

184,769,200

Oil & Gas - 10.4%

Anadarko Petroleum Corp.

136,900

7,782,765

BP PLC sponsored ADR

3,305,342

153,731,456

Burlington Resources, Inc.

512,900

19,254,266

ChevronTexaco Corp.

976,471

87,501,566

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Conoco, Inc.

3,142,815

$ 88,941,665

Devon Energy Corp.

293,965

11,361,734

Exxon Mobil Corp.

8,805,436

346,053,635

Royal Dutch Petroleum Co. (NY Shares)

1,934,900

94,848,798

TotalFinaElf SA:

Class B

448,000

62,935,040

sponsored ADR

2,183,396

153,361,735

USX - Marathon Group

1,491,400

44,742,000

1,070,514,660

TOTAL ENERGY

1,255,283,860

FINANCIALS - 27.1%

Banks - 9.2%

Bank of America Corp.

2,438,190

153,484,061

Bank of New York Co., Inc.

3,077,800

125,574,240

Bank One Corp.

2,471,138

96,497,939

Comerica, Inc.

1,309,400

75,028,620

FleetBoston Financial Corp.

1,924,100

70,229,650

Huntington Bancshares, Inc.

60,200

1,034,838

Mellon Financial Corp.

2,266,900

85,280,778

PNC Financial Services Group, Inc.

706,400

39,699,680

U.S. Bancorp, Delaware

4,207,038

88,053,305

Wachovia Corp.

2,120,052

66,484,831

Wells Fargo & Co.

3,483,800

151,371,110

952,739,052

Diversified Financials - 13.9%

American Express Co.

3,233,596

115,407,041

Brascan Corp. Class A (ltd. vtg.)

297,600

5,375,723

Charles Schwab Corp.

2,037,700

31,523,219

Citigroup, Inc.

7,517,820

379,499,531

Fannie Mae

4,652,500

369,873,750

Freddie Mac

747,100

48,860,340

Household International, Inc.

2,289,547

132,656,353

J.P. Morgan Chase & Co.

3,879,950

141,036,183

Kinder Morgan Management LLC

141,195

5,351,291

Merrill Lynch & Co., Inc.

1,210,800

63,106,896

Morgan Stanley Dean Witter & Co.

1,841,600

103,019,104

Nomura Holdings, Inc.

1,622,000

20,695,374

Washington Mutual Capital Trust unit (f)

339,000

16,314,375

1,432,719,180

Insurance - 2.9%

ACE Ltd.

841,500

33,786,225

Allstate Corp.

1,480,900

49,906,330

American International Group, Inc.

702,550

55,782,470

Conseco, Inc. (a)

1,142,100

5,093,766

Hartford Financial Services Group, Inc.

1,560,100

98,021,083

Shares

Value (Note 1)

Highlands Insurance Group, Inc. (a)

32,600

$ 3,586

Marsh & McLennan Companies, Inc.

294,400

31,633,280

Prudential Financial, Inc.

89,900

2,983,781

The Chubb Corp.

164,400

11,343,600

UnumProvident Corp.

543,700

14,413,487

302,967,608

Real Estate - 1.1%

Crescent Real Estate Equities Co.

673,100

12,189,841

Equity Office Properties Trust

524,500

15,776,960

Equity Residential Properties Trust (SBI)

1,299,000

37,294,290

Liberty Property Trust (SBI)

884,250

26,394,863

Public Storage, Inc.

609,700

20,363,980

112,019,934

TOTAL FINANCIALS

2,800,445,774

HEALTH CARE - 5.1%

Health Care Equipment & Supplies - 0.4%

Becton, Dickinson & Co.

680,800

22,568,520

Guidant Corp. (a)

301,380

15,008,724

37,577,244

Health Care Providers & Services - 0.1%

McKesson Corp.

389,300

14,559,820

Pharmaceuticals - 4.6%

American Home Products Corp.

1,050,400

64,452,544

Bristol-Myers Squibb Co.

2,837,700

144,722,700

Eli Lilly & Co.

829,000

65,109,660

Merck & Co., Inc.

1,583,100

93,086,280

Pfizer, Inc.

661,700

26,368,745

Schering-Plough Corp.

2,129,530

76,258,469

469,998,398

TOTAL HEALTH CARE

522,135,462

INDUSTRIALS - 14.1%

Aerospace & Defense - 2.7%

Boeing Co.

510,200

19,785,556

General Dynamics Corp.

287,700

22,912,428

Honeywell International, Inc.

2,740,325

92,677,792

Lockheed Martin Corp.

767,900

35,837,893

Northrop Grumman Corp.

191,500

19,305,115

Raytheon Co.

255,900

8,309,073

Rockwell Collins, Inc.

181,800

3,545,100

United Technologies Corp.

1,195,400

77,258,702

279,631,659

Building Products - 0.4%

Masco Corp.

1,839,700

45,072,650

Commercial Services & Supplies - 1.8%

Avery Dennison Corp.

703,700

39,780,161

Ceridian Corp. (a)

454,000

8,512,500

IMS Health, Inc.

1,304,800

25,456,648

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

New England Business Service, Inc.

207,200

$ 3,967,880

Pitney Bowes, Inc.

1,181,300

44,428,693

R.R. Donnelley & Sons Co.

535,300

15,893,057

Republic Services, Inc. (a)

1,184,100

23,646,477

Viad Corp.

775,800

18,370,944

180,056,360

Electrical Equipment - 0.3%

Rockwell International Corp.

1,863,700

33,285,682

Industrial Conglomerates - 4.2%

General Electric Co.

4,238,740

169,888,699

Minnesota Mining & Manufacturing Co.

356,400

42,130,044

Textron, Inc.

959,200

39,768,432

Tyco International Ltd.

3,126,846

184,171,229

435,958,404

Machinery - 3.0%

Caterpillar, Inc.

1,120,200

58,530,450

Deere & Co.

1,138,650

49,713,459

Eaton Corp.

428,300

31,869,803

Illinois Tool Works, Inc.

514,400

34,835,168

Ingersoll-Rand Co.

1,074,144

44,909,961

Kennametal, Inc.

366,203

14,746,995

Milacron, Inc.

181,130

2,863,665

Navistar International Corp.

387,600

15,310,200

Parker Hannifin Corp.

1,047,700

48,099,907

Pentair, Inc.

300,200

10,960,302

311,839,910

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

2,998,700

85,552,911

CSX Corp.

660,400

23,147,020

Norfolk Southern Corp.

159,700

2,927,301

Union Pacific Corp.

1,015,900

57,906,300

169,533,532

TOTAL INDUSTRIALS

1,455,378,197

INFORMATION TECHNOLOGY - 5.7%

Communications Equipment - 0.4%

Lucent Technologies, Inc.

911,600

5,733,964

Motorola, Inc.

2,536,200

38,093,724

43,827,688

Computers & Peripherals - 2.3%

Compaq Computer Corp.

1,648,900

16,093,264

Dell Computer Corp. (a)

1,843,500

50,106,330

Hewlett-Packard Co.

2,648,000

54,389,920

International Business Machines Corp.

778,000

94,106,880

NCR Corp. (a)

227,100

8,370,906

Sun Microsystems, Inc. (a)

791,400

9,734,220

232,801,520

Shares

Value (Note 1)

Electronic Equipment & Instruments - 0.8%

Arrow Electronics, Inc. (a)

604,700

$ 18,080,530

Avnet, Inc.

851,730

21,693,563

Tektronix, Inc. (a)

274,200

7,068,876

Thermo Electron Corp.

1,539,600

36,734,856

83,577,825

IT Consulting & Services - 0.3%

Computer Sciences Corp. (a)

215,100

10,535,598

Unisys Corp. (a)

1,722,317

21,597,855

32,133,453

Semiconductor Equipment & Products - 1.1%

Intel Corp.

2,298,200

72,278,390

Micron Technology, Inc. (a)

723,300

22,422,300

National Semiconductor Corp. (a)

440,975

13,577,620

108,278,310

Software - 0.8%

Computer Associates International, Inc.

728,400

25,122,516

Compuware Corp. (a)

389,700

4,594,563

Microsoft Corp. (a)

871,600

57,743,500

87,460,579

TOTAL INFORMATION TECHNOLOGY

588,079,375

MATERIALS - 5.9%

Chemicals - 2.4%

Arch Chemicals, Inc.

352,800

8,184,960

Crompton Corp.

469,251

4,223,259

Dow Chemical Co.

1,112,300

37,573,494

E.I. du Pont de Nemours & Co.

1,024,149

43,536,574

Great Lakes Chemical Corp.

409,900

9,952,372

Hercules Trust II unit

15,700

6,142,625

Hercules, Inc. (a)

649,700

6,497,000

Lyondell Chemical Co.

821,000

11,764,930

Millennium Chemicals, Inc.

853,650

10,755,990

PolyOne Corp.

1,076,100

10,545,780

Praxair, Inc.

1,203,612

66,499,563

Solutia, Inc.

2,360,900

33,099,818

248,776,365

Containers & Packaging - 0.2%

Smurfit-Stone Container Corp. (a)

1,242,900

19,849,113

Metals & Mining - 2.0%

Alcan, Inc.

820,900

29,476,272

Alcoa, Inc.

1,936,416

68,839,589

Allegheny Technologies, Inc.

636,350

10,658,863

Dofasco, Inc.

926,300

15,021,238

Newmont Mining Corp.

446,300

8,528,793

Nucor Corp.

540,900

28,646,064

Pechiney SA Series A

421,511

21,763,593

Phelps Dodge Corp.

811,800

26,302,320

209,236,732

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Paper & Forest Products - 1.3%

Bowater, Inc.

798,600

$ 38,093,220

Georgia-Pacific Group

1,657,600

45,766,336

International Paper Co.

485,000

19,569,750

Weyerhaeuser Co.

469,900

25,412,192

128,841,498

TOTAL MATERIALS

606,703,708

TELECOMMUNICATION SERVICES - 6.2%

Diversified Telecommunication Services - 6.2%

AT&T Corp.

4,479,321

81,254,883

BellSouth Corp.

5,040,599

192,298,852

BT Group PLC sponsored ADR

79,800

2,932,650

Qwest Communications International, Inc.

1,504,960

21,265,085

SBC Communications, Inc.

5,542,893

217,115,119

Verizon Communications, Inc.

2,592,502

123,040,145

637,906,734

UTILITIES - 1.8%

Electric Utilities - 1.6%

American Electric Power Co., Inc.

428,700

18,661,311

Cinergy Corp.

286,600

9,581,038

DPL, Inc.

532,354

12,819,084

Entergy Corp.

2,080,900

81,383,999

FirstEnergy Corp.

90,600

3,169,188

Niagara Mohawk Holdings, Inc. (a)

64,300

1,140,039

Northeast Utilities

1,648,400

29,061,292

Southern Co.

448,300

11,364,405

167,180,356

Multi-Utilities - 0.2%

SCANA Corp.

788,500

21,943,955

TOTAL UTILITIES

189,124,311

TOTAL COMMON STOCKS

(Cost $7,940,631,040)

9,793,622,097

Preferred Stocks - 1.5%

Convertible Preferred Stocks - 1.5%

CONSUMER DISCRETIONARY - 0.3%

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

388,400

9,224,500

Media - 0.2%

Cox Communications, Inc. $6.858 PRIZES

154,200

8,951,310

MediaOne Group, Inc. (Vodafone Group PLC) $3.04 PIES

317,100

8,601,338

17,552,648

TOTAL CONSUMER DISCRETIONARY

26,777,148

Shares

Value (Note 1)

FINANCIALS - 0.3%

Diversified Financials - 0.1%

Equity Securities Trust I (Cablevision Systems Corp. - NY Group Class A) $2.3725

193,300

$ 8,601,850

Xerox Capital Trust II $3.75 (f)

74,300

5,147,876

13,749,726

Insurance - 0.2%

ACE Ltd. $4.125 PRIDES

225,800

18,522,374

Prudential Financial, Inc. $3.375 (a)

65,500

3,784,132

22,306,506

TOTAL FINANCIALS

36,056,232

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Raytheon Co. $4.13

177,700

9,973,413

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Lucent Technologies, Inc. $80.00 (f)

5,660

6,258,545

Motorola, Inc. $3.50

273,200

12,702,980

18,961,525

IT Consulting & Services - 0.1%

Electronic Data Systems Corp. $3.81

227,800

12,813,750

TOTAL INFORMATION TECHNOLOGY

31,775,275

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

9,721,395

UTILITIES - 0.4%

Electric Utilities - 0.3%

Cinergy Corp. $4.75 PRIDES

159,300

8,793,360

TXU Corp.:

$1.6575 PRIDES

398,400

9,960,000

$4.38

226,400

11,713,936

30,467,296

Gas Utilities - 0.1%

NiSource, Inc. $3.875 PIES

299,300

13,618,150

TOTAL UTILITIES

44,085,446

TOTAL CONVERTIBLE PREFERRED STOCKS

158,388,909

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

CSC Holdings, Inc. Series M, $11.125

18,573

1,982,668

TOTAL PREFERRED STOCKS

(Cost $161,885,228)

160,371,577

Corporate Bonds - 1.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 1.3%

CONSUMER DISCRETIONARY - 0.5%

Hotels, Restaurants & Leisure - 0.0%

Royal Caribbean Cruises Ltd. liquid yield option note 0% 2/2/21

Ba2

$ 15,369,000

$ 4,858,141

Media - 0.4%

Adelphia Communications Corp. 6% 2/15/06

B3

9,440,000

8,302,197

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

26,600,000

11,318,300

Liberty Media Corp.3.5% 1/15/31 (f)

Baa3

11,400,000

8,649,750

News America, Inc. liquid yield option note 0% 2/28/21 (f)

Baa3

22,670,000

11,128,703

39,398,950

Multiline Retail - 0.0%

JCPenney Co., Inc. 5% 10/15/08 (f)

Ba3

5,080,000

5,702,300

Specialty Retail - 0.1%

Lowe's Companies, Inc. liquid yield option note 0% 2/16/21 (f)

A3

7,800,000

6,490,380

TOTAL CONSUMER DISCRETIONARY

56,449,771

FINANCIALS - 0.1%

Diversified Financials - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (f)

-

3,680,000

3,532,800

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,566,715

TOTAL FINANCIALS

8,099,515

INDUSTRIALS - 0.1%

Machinery - 0.1%

SPX Corp.:

liquid yield option note 0% 2/6/21 (f)

Ba3

19,570,000

14,229,347

0% 2/6/21

Ba3

4,620,000

3,359,202

17,588,549

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.2%

Corning, Inc. 3.5% 11/1/08

Baa1

$ 13,700,000

$ 15,419,898

Nortel Networks Corp. 4.25% 9/1/08 (f)

Baa2

4,800,000

4,629,024

20,048,922

Computers & Peripherals - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

6,802,400

Electronic Equipment & Instruments - 0.1%

Agilent Technologies, Inc. 3% 12/1/21 (f)

Baa2

6,670,000

7,462,730

Sanmina-SCI Corp. 0% 9/12/20

Ba3

480,000

178,176

7,640,906

Semiconductor Equipment & Products - 0.0%

Teradyne, Inc. 3.75% 10/15/06 (f)

-

3,880,000

5,294,687

TOTAL INFORMATION TECHNOLOGY

39,786,915

MATERIALS - 0.1%

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. 8.25% 1/31/06 (f)

CCC

6,790,000

8,088,248

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (f)

B1

8,950,000

5,404,010

5.25% 1/15/10

B1

3,350,000

2,022,730

7,426,740

TOTAL CONVERTIBLE BONDS

137,439,738

Nonconvertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.0%

Domino's, Inc. 10.375% 1/15/09

B3

670,000

710,200

Extended Stay America, Inc. 9.875% 6/15/11

B2

640,000

659,200

International Game Technology 8.375% 5/15/09

Ba1

910,000

955,500

Park Place Entertainment Corp. 8.125% 5/15/11

Ba1

915,000

887,550

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

940,000

984,650

4,197,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 0.1%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

$ 795,000

$ 763,200

Adelphia Communications Corp.:

10.25% 11/1/06

B2

80,000

80,800

10.25% 6/15/11

B2

1,060,000

1,049,400

10.875% 10/1/10

B2

80,000

81,400

CanWest Media, Inc. 10.625% 5/15/11

B2

785,000

832,100

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 0% 1/15/10 (e)

B2

1,445,000

1,018,725

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

Caa3

1,670,000

384,100

Nextmedia Operating, Inc. 10.75% 7/1/11 (f)

B3

720,000

741,600

Radio One, Inc. 8.875% 7/1/11

B3

1,190,000

1,237,600

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

15,000

14,100

Telewest PLC yankee 11% 10/1/07

B2

655,000

465,050

UIH Australia/Pacific, Inc. 14% 5/15/06 (d)

Ca

1,115,000

55,750

Yell Finance BV 0% 8/1/11 (e)

B2

760,000

448,400

7,172,225

Specialty Retail - 0.0%

AutoNation, Inc. 9% 8/1/08 (f)

Ba2

600,000

612,000

TOTAL CONSUMER DISCRETIONARY

11,981,325

CONSUMER STAPLES - 0.0%

Beverages - 0.0%

Canandaigua Brands, Inc. 8.5% 3/1/09

Ba3

1,020,000

1,040,400

Food & Drug Retailing - 0.0%

Rite Aid Corp. 12.5% 9/15/06

B-

1,285,000

1,320,338

Food Products - 0.0%

Dean Foods Co.:

6.625% 5/15/09

Baa2

150,000

135,000

6.75% 6/15/05

Baa2

230,000

228,850

8.15% 8/1/07

Baa2

130,000

127,400

491,250

TOTAL CONSUMER STAPLES

2,851,988

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

ENERGY - 0.0%

Oil & Gas - 0.0%

Chesapeake Energy Corp. 8.125% 4/1/11

B1

$ 1,150,000

$ 1,109,750

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

720,000

662,400

10% 11/1/08 (f)

Ba3

490,000

514,500

2,286,650

FINANCIALS - 0.0%

Diversified Financials - 0.0%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

1,055,000

1,094,563

Real Estate - 0.0%

Meditrust Corp. 7.82% 9/10/26

Ba3

735,000

723,975

TOTAL FINANCIALS

1,818,538

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

DaVita, Inc. 9.25% 4/15/11

B2

880,000

932,800

Service Corp. International (SCI) 6.5% 3/15/08

B1

720,000

626,400

Tenet Healthcare Corp. 8.125% 12/1/08

Ba1

855,000

910,575

2,469,775

INDUSTRIALS - 0.0%

Building Products - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

605,000

614,075

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Crown Castle International Corp.:

9.375% 8/1/11

B3

340,000

311,950

10.75% 8/1/11

B3

570,000

558,600

870,550

Electronic Equipment & Instruments - 0.0%

Fisher Scientific International, Inc. 7.125% 12/15/05

B1

800,000

788,000

TOTAL INFORMATION TECHNOLOGY

1,658,550

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - 0.1%

Chemicals - 0.0%

IMC Global, Inc. 10.875% 6/1/08

Ba1

$ 735,000

$ 782,775

Containers & Packaging - 0.1%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

660,000

699,600

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

540,000

507,600

7.8% 5/15/18

B3

160,000

132,000

7.85% 5/15/04

B3

160,000

155,200

8.1% 5/15/07

B3

90,000

81,000

1,575,400

Metals & Mining - 0.0%

Phelps Dodge Corp. 8.75% 6/1/11

Baa3

680,000

656,200

TOTAL MATERIALS

3,014,375

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

NTL Communications Corp. 11.5% 10/1/08

B3

320,000

99,200

Triton PCS, Inc. 0% 5/1/08 (e)

B2

1,055,000

954,775

1,053,975

Wireless Telecommunication Services - 0.1%

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,460,000

1,518,400

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

1,735,000

1,223,175

2,741,575

TOTAL TELECOMMUNICATION SERVICES

3,795,550

UTILITIES - 0.1%

Electric Utilities - 0.1%

AES Corp.:

8% 12/31/08

Ba1

795,000

659,850

9.375% 9/15/10

Ba1

620,000

542,500

9.5% 6/1/09

Ba1

60,000

52,800

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

$ 915,000

$ 878,400

6.25% 3/1/04

B3

375,000

360,000

6.75% 10/1/23

B3

1,120,000

1,075,200

3,568,750

Multi-Utilities - 0.0%

Enron Corp. 7.375% 5/15/19 (d)

Ca

520,000

98,800

PG&E National Energy Group, Inc. 10.375% 5/16/11

Baa2

425,000

442,000

540,800

TOTAL UTILITIES

4,109,550

TOTAL NONCONVERTIBLE BONDS

34,600,376

TOTAL CORPORATE BONDS

(Cost $175,277,651)

172,040,114

Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Tenneco Automotive, Inc.:

Tranche B term loan 5.95% 12/30/07 (g)

B2

547,250

448,745

Tranche C term loan 6.2% 6/30/08 (g)

B2

547,250

448,745

897,490

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 4.6875% 7/21/06 (g)

Ba3

675,029

668,279

Tranche C term loan 4.9194% 7/21/07 (g)

Ba3

810,035

801,934

1,470,213

TOTAL FLOATING RATE LOANS

(Cost $2,288,824)

2,367,703

Money Market Funds - 2.0%

Shares

Value
(Note 1)

Fidelity Cash Central Fund, 1.94% (c)

197,091,501

$ 197,091,501

Fidelity Securities Lending Cash Central Fund, 1.93% (c)

5,908,800

5,908,800

TOTAL MONEY MARKET FUNDS

(Cost $203,000,301)

203,000,301

TOTAL INVESTMENT
PORTFOLIO - 100.1%

(Cost $8,483,083,044)

10,331,401,792

NET OTHER ASSETS - (0.1)%

(13,101,923)

NET ASSETS - 100%

$ 10,318,299,869

Security Type Abbreviations

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIERS

-

Preferred Income Equity Redeemable Security

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable 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. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(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 $110,200,875 or 1.1% of net assets.

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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $2,786,649,410 and $2,478,959,379, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $183,147 for the period.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loans were outstanding amounted to $3,458,750. The weighted average interest rate was 5.21%. Interest expense includes $2,001 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loans were outstanding amounted to $4,526,000. The weighted average interest rate was 5.31%. Interest expense includes $2,669 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $2,367,703 or 0.0% of net assets.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $8,487,022,190. Net unrealized appreciation aggregated $1,844,379,602, of which $2,567,493,643 related to appreciated investment securities and $723,114,041 related to depreciated investment securities.

The fund hereby designates approximately $493,631,000 as a 20%-rate capital gain dividend for the purpose of the dividend paid deduction.

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

December 31, 2001

Assets

Investment in securities,
at value (including securities
loaned of $5,906,672)
(cost $8,483,083,044) -
See accompanying schedule

$ 10,331,401,792

Receivable for investments sold

2,294,697

Receivable for fund shares sold

13,528,608

Dividends receivable

13,566,529

Interest receivable

2,536,293

Other receivables

43,501

Total assets

10,363,371,420

Liabilities

Payable for investments purchased

$ 1,579,181

Payable for fund shares redeemed

32,711,040

Accrued management fee

4,067,840

Distribution fees payable

112,366

Other payables and accrued expenses

692,324

Collateral on securities loaned,
at value

5,908,800

Total liabilities

45,071,551

Net Assets

$ 10,318,299,869

Net Assets consist of:

Paid in capital

$ 8,090,393,503

Undistributed net investment income

152,099,880

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

227,529,812

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

1,848,276,674

Net Assets

$ 10,318,299,869

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($9,256,205,291 ÷
406,950,402 shares)

$22.75

Service Class:
Net Asset Value, offering price
and redemption price
per share ($836,016,927 ÷
36,875,672 shares)

$22.67

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($226,077,651 ÷
10,009,195 shares)

$22.59

Statement of Operations

Year ended December 31, 2001

Investment Income

Dividends

$ 198,279,609

Interest

15,284,496

Security lending

250,061

213,814,166

Less foreign taxes withheld

(2,487,006)

Total income

211,327,160

Expenses

Management fee

$ 49,568,227

Transfer agent fees

6,884,172

Distribution fees

1,025,224

Accounting and security lending fees

889,583

Non-interested trustees' compensation

3,935

Custodian fees and expenses

178,814

Registration fees

4,929

Audit

74,491

Legal

66,215

Interest

4,670

Miscellaneous

2,623,654

Total expenses before reductions

61,323,914

Expense reductions

(1,355,145)

59,968,769

Net investment income

151,358,391

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

232,993,751

Foreign currency transactions

(101,176)

232,892,575

Change in net unrealized appreciation (depreciation) on:

Investment securities

(947,174,552)

Assets and liabilities in foreign currencies

(6,114)

(947,180,666)

Net gain (loss)

(714,288,091)

Net increase (decrease) in net assets resulting from operations

$ (562,929,700)

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

Annual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 151,358,391

$ 172,079,690

Net realized gain (loss)

232,892,575

500,168,037

Change in net unrealized appreciation (depreciation)

(947,180,666)

94,926,588

Net increase (decrease) in net assets resulting from operations

(562,929,700)

767,174,315

Distributions to shareholders
From net investment income

(175,168,717)

(187,986,087)

From net realized gain

(493,630,239)

(694,753,499)

Total distributions

(668,798,956)

(882,739,586)

Share transactions - net increase (decrease)

906,134,648

(692,163,922)

Total increase (decrease) in net assets

(325,594,008)

(807,729,193)

Net Assets

Beginning of period

10,643,893,877

11,451,623,070

End of period (including undistributed net investment income of $152,099,880 and
$170,138,206, respectively)

$ 10,318,299,869

$ 10,643,893,877

Other Information:

Year ended
December 31, 2001

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

89,050,962

$ 2,064,705,585

45,973,673

$ 1,098,402,964

Reinvested

25,863,825

625,387,269

38,143,296

847,544,035

Redeemed

(98,534,150)

(2,255,942,678)

(121,903,326)

(2,861,778,639)

Net increase (decrease)

16,380,637

$ 434,150,176

(37,786,357)

$ (915,831,640)

Service Class
Sold

13,139,614

$ 303,254,722

9,905,652

$ 235,854,814

Reinvested

1,673,997

40,376,818

1,585,963

35,176,653

Redeemed

(2,882,957)

(64,472,868)

(3,590,373)

(84,741,881)

Net increase (decrease)

11,930,654

$ 279,158,672

7,901,242

$ 186,289,586

Service Class 2 A
Sold

9,931,367

$ 225,467,799

1,666,464

$ 39,694,526

Reinvested

126,086

3,034,869

852

18,898

Redeemed

(1,618,683)

(35,676,868)

(96,891)

(2,335,292)

Net increase (decrease)

8,438,770

$ 192,825,800

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 164,164,158

$ 180,623,926

Service Class

10,221,979

7,358,208

Service Class 2 A

782,580

3,953

Total

$ 175,168,717

$ 187,986,087

From net realized gain
Initial Class

$ 461,223,111

$ 666,920,109

Service Class

30,154,839

27,818,445

Service Class 2 A

2,252,289

14,945

Total

$ 493,630,239

$ 694,753,499

$ 668,798,956

$ 882,739,586

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

Years ended December 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Income from Investment Operations

Net investment income E

.34

.40

.41

.38

.36

Net realized and unrealized gain (loss)

(1.51)

1.46

1.10

2.31

5.06

Total from investment operations

(1.17)

1.86

1.51

2.69

5.42

Less Distributions

From net investment income

(.42)

(.44) G

(.38)

(.34)

(.36)

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

(1.81)

Total distributions

(1.60)

(2.05)

(1.22)

(1.55)

(2.17)

Net asset value, end of period

$ 22.75

$ 25.52

$ 25.71

$ 25.42

$ 24.28

Total Return C, D

(4.96)%

8.42%

6.33%

11.63%

28.11%

Ratios to Average Net Assets H

Expenses before expense reductions

.58%

.56%

.57%

.58%

.58%

Expenses net of voluntary waivers, if any

.58%

.56%

.57%

.58%

.58%

Expenses net of all reductions

.57%

.55%

.56%

.57%

.57%

Net investment income

1.47%

1.68%

1.57%

1.58%

1.65%

Supplemental Data

Net assets, end of period (000 omitted)

$ 9,256,205

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

Portfolio turnover rate

24%

22%

27%

28%

44%

Financial Highlights - Service Class

Years ended December 31,

2001

2000

1999

1998

1997 F

Selected Per-Share Data

Net asset value, beginning of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income E

.31

.37

.38

.36

.05

Net realized and unrealized gain (loss)

(1.51)

1.46

1.11

2.31

.78

Total from investment operations

(1.20)

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.40)

(.43) G

(.38)

(.34)

-

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

-

Total distributions

(1.58)

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 22.67

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C, D

(5.09)%

8.30%

6.25%

11.54%

3.54%

Ratios to Average Net Assets H

Expenses before expense reductions

.68%

.66%

.67%

.68%

.68% A

Expenses net of voluntary waivers, if any

.68%

.66%

.67%

.68%

.68% A

Expenses net of all reductions

.67%

.65%

.66%

.67%

.65% A

Net investment income

1.37%

1.58%

1.47%

1.51%

1.63% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 836,017

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Portfolio turnover rate

24%

22%

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

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

G The amounts shown reflect certain reclassifications related to book to tax differences.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 25.41

$ 25.18

Income from Investment Operations

Net investment income E

.27

.32

Net realized and unrealized gain (loss)

(1.50)

1.95

Total from investment operations

(1.23)

2.27

Less Distributions

From net investment income

(.41)

(.43) G

From net realized gain

(1.18)

(1.61) G

Total distributions

(1.59)

(2.04)

Net asset value, end of period

$ 22.59

$ 25.41

Total Return B, C, D

(5.23)%

10.19%

Ratios to Average Net Assets H

Expenses before expense reductions

.84%

.83% A

Expenses net of voluntary waivers, if any

.84%

.83% A

Expenses net of all reductions

.83%

.82% A

Net investment income

1.21%

1.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 226,078

$ 39,911

Portfolio turnover rate

24%

22%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period January 12, 2000 (commencement of sale of shares) to December 31, 2000.

G The amounts shown reflect certain reclassifications related to book to tax differences.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Equity-Income Portfolio

Notes to Financial Statements

For the period ended December 31, 2001

1. Significant Accounting Policies.

Equity-Income Portfolio (the fund) is a fund of Variable Insurance Products Fund, (the trust) (referred to in this report as Fidelity Variable Insurance Products: Equity-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: Initial Class shares, Service Class shares and Service Class 2 shares. 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 differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. 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 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 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 (including restricted securities) for which 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. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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 all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which 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 amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. The fund 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 fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), non-interested Trustees 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 fund until distributed in accordance with the Plan.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

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 are primarily due to differing treatments for litigation proceeds, foreign currency transactions, market discount, contingent interest, 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. Temporary book and tax basis differences will reverse in a subsequent period.

As of December 31, 2001 undistributed net income and undistributed accumulated gain on a tax basis was as follows:

Undistributed ordinary income

$ 173,360,104

Undistributed long-term capital gains

$ 208,724,239

The tax character of distributions paid during the year was as follows:

Ordinary
Income

Long-Term
Capital Gains

Initial Class

$ 164,164,158

$ 461,223,111

Service Class

10,221,979

30,154,839

Service Class 2

782,580

2,252,289

$ 175,168,717

$ 493,630,239

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.

Change in Accounting Principle. Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $137,981 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on January 1, 2001.

2. Operating Policies.

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 custodian bank. 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.

Restricted Securities. The fund may 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 captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The fund may 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. Information regarding loans and other direct debt instruments 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 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. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .48% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee. For the period, the Service 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.

Equity-Income Portfolio

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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.

Service Class

$ 723,293

Service Class 2

301,931

$ 1,025,224

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 annual rate of .07% of average net assets.

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

Initial Class

$ 6,308,392

Service Class

485,933

Service Class 2

89,847

$ 6,884,172

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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $3,810,265 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Certain security trades were directed to brokers who paid $1,353,005 of the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $2,140.

9. Other Information.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, held 13% of the total outstanding shares of the fund. In addition, one unaffiliated insurance company held 26% of the total outstanding shares of the fund.

Equity-Income Portfolio

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and the Shareholders of Equity-Income Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Equity-Income Portfolio (a fund of Variable Insurance Products Fund) at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Equity-Income Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 11, 2002

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy and William S. Stavropoulos, each of the Trustees oversees 262 funds advised by FMR. Mr. McCoy oversees 264 funds advised by FMR and Mr. Stavropoulos oversees 180 funds advised by FMR.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any Special Meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-888-622-3175.

Interested Trustees*:

The business address of each Trustee who is an "interested person" (as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (71)**

Year of Election or Appointment: 1981

President of VIP Equity-Income. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; a Director of Fidelity Management & Research (U.K.) Inc.; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (40)**

Year of Election or Appointment: 2001

Senior Vice President of VIP Equity-Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (58)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with one or more of the trust, the fund's investment adviser, FMR, and the fund's distribution agent, FDC.

** Edward C. Johnson 3d, Trustee and President of the funds, is Abigail P. Johnson's father.

Annual Report

Trustees and Officers - continued

Non-Interested Trustees:

The business address of each non-interested Trustee (that is, the Trustees other than the Interested Trustees) is Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (59)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of AT&T (2001), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

Ralph F. Cox (69)

Year of Election or Appointment: 1991

President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of Waste Management Inc. (non-hazardous waste), CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (70)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (cosmetics) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (industrial conglomerate), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998).

Robert M. Gates (58)

Year of Election or Appointment: 1997

Consultant, educator, and lecturer. Mr. Gates was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Mr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), TRW Inc. (automotive, space, defense, and information technology), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Mr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines) and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Mr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (69)

Year of Election or Appointment: 1987

Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section, a Public Governor of the National Association of Securities Dealers, Inc. (1996), and of the American Stock Exchange (2001), a Director and former Chairman of the Board of Directors of National Arts Stabilization Inc., a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, and a Director of the Yale-New Haven Health Services Corp. (1998). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (55)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (57)

Year of Election or Appointment: 2000

Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation ("IBM") from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (telecommunications testing and management). He is also Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (industrial conglomerate, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Marvin L. Mann (68)

Year of Election or Appointment: 1993

Chairman of the non-interested Trustees (2001), Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of IBM and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of Imation Corp. (imaging and information storage, 1997). He is also a Board member of Acterna Corporation (telecommunications testing and management, 1999).

William O. McCoy (68)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility, 1996), and Acterna Corporation (telecommunications testing and management, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (62)

Year of Election or Appointment: 2001

Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Equity-Income Portfolio

Trustees and Officers - continued

Executive Officers:

The business address of each executive officer is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Bart A. Grenier (42)

Year of Election or Appointment: 2001

Vice President of VIP Equity-Income. Mr. Grenier also serves as Vice President of certain Equity Funds (2001), a position he previously held from 1999 to 2000. He is Senior Vice President of FMR (1999) and FMR Co., Inc. (2001), and Group Leader of Fidelity's Asset Allocation Group (2000) and Fidelity's Income Growth Group (2001). Previously, Mr. Grenier served as President of Fidelity Ventures (2000), Vice President of certain High Income Bond Funds (1997-2000), Group Leader of the Income-Growth and Asset Allocation-Income Groups (1996-2000), and Assistant Equity Division Head (1997-2000).

Stephen R. Petersen (45)

Year of Election or Appointment: 1997

Vice President of VIP Equity-Income and other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Petersen managed a variety of Fidelity funds.

Eric D. Roiter (53)

Year of Election or Appointment: 1998

Secretary of VIP Equity-Income. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Secretary of Fidelity Southwest Company (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Robert A. Dwight (43)

Year of Election or Appointment: 2000

Treasurer of VIP Equity-Income. Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and Vice President of FMR (2000). Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). He also served as Vice President of FMR Co., Inc. (2001). Before joining Fidelity, Mr. Dwight was Senior Vice President of fund accounting operations for The Boston Company.

Maria F. Dwyer (43)

Year of Election or Appointment: 2000

Deputy Treasurer of VIP Equity-Income. She also serves as Deputy Treasurer of other Fidelity funds (2000) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

John H. Costello (55)

Year of Election or Appointment: 1986

Assistant Treasurer of VIP Equity-Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Paul F. Maloney (52)

Year of Election or Appointment: 2001

Assistant Treasurer of VIP Equity-Income. Mr. Maloney also serves as Assistant Treasurer of other Fidelity funds (2001) and is an employee of FMR. Previously, Mr. Maloney served as Vice President of Fidelity Reporting, Accounting and Pricing Services (FRAPS).

Thomas J. Simpson (43)

Year of Election or Appointment: 2000

Assistant Treasurer of VIP Equity-Income. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Equity-Income Portfolio

Distributions

The Board of Trustees of Equity-Income Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Pay Date

Record Date

Dividends

Capital Gains

Initial Class

2/8/02

2/8/02

$.36

$.49

Service Class

2/8/02

2/8/02

$.34

$.49

Service Class 2

2/8/02

2/8/02

$.34

$.49

Initial Class designates 100%; Service Class designates 77%; and Service Class 2 designates 95% of the dividends distributed during

the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Annual Report

Annual Report

Equity-Income Portfolio

Equity-Income Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPEI-ANN-0202 154169
1.540027.104

Fidelity® Variable Insurance Products:

Growth Portfolio

Annual Report

December 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Market Environment

<Click Here>

A review of what happened in world markets during the past 12 months.

Performance and Investment Summary

<Click Here>

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

Fund Talk

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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.

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.

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.

Annual Report

Market Environment

Despite a very strong showing in the fourth quarter of 2001, most major equity indexes in the United States and abroad finished with negative returns for the second consecutive year. In most cases, equity investors suffered larger losses in 2001 than in 2000. In the U.S., of the 10 most widely recognized sectors of the market, only two - consumer discretionary and materials - had positive returns for the past year, compared to six sectors in 2000. Overseas, none of the 10 sectors could manage positive growth during the past 12 months, compared to five in 2000. Information technology and telecommunications continued to be among the worst performing segments of the market both domestically and internationally, although tech realized dramatic gains during the fourth-quarter rally. Investment-grade bonds, the overall high-yield market and most emerging-markets debt offered investors welcome relief - and positive returns - throughout most of 2001.

U.S. Stock Markets

Terrorism, war and an economic recession were just a few of the factors that put downward pressure on stocks during 2001, as most major equity indexes declined for the second year in a row. Noteworthy events occurred early and often in 2001, beginning on the second trading day of the year when the Federal Reserve Board surprised the markets with a 0.50 percentage point cut in the fed funds target rate. This would be the first of a calendar-year record 11 cuts made by the Fed in 2001. Stocks had a mixed response to the Fed's stimuli, fluctuating between steady declines and brief rallies throughout the first half of the year. By the tail end of the summer, however, it appeared the economy was taking a turn for the better. Unfortunately, that optimism was obliterated on September 11 and in the two weeks following the devastating terrorist attacks. But with the help of the Fed's aggressive easing efforts, investors stepped back to the table in the fourth quarter with hopes of an economic rebound in early 2002. For the year overall, the large-cap weighted Standard & Poor's 500SM Index fell 11.89%, the blue-chip Dow Jones Industrial AverageSM declined 5.39%, and the tech-heavy NASDAQ Composite® Index dropped 20.82%.

Foreign Stock Markets

The correlation between U.S. and foreign stock market performance has been a growing phenomenon in recent years, as more and more foreign nations become dependent on the U.S. as a trading partner. That theme was played out once again in 2001. Japan was one of the weakest performers during the past year. The world's second largest economy behind the U.S., Japan's economy fell into recession, and its bellwether equity index - the Tokyo Stock Exchange Stock Price Index - declined 29.35% in 2001. The Morgan Stanley Capital International SM Europe, Australasia and Far East (MSCI® EAFE®) Index - designed to represent the performance of developed stock markets outside the U.S. and Canada, dropped 21.27% over the past 12 months. Canadian stock markets also trailed their neighbors to the south, as the Toronto Stock Exchange 300 fell 17.74%.

U.S. Bond Markets

A harsh economic climate, geopolitical unrest, double-digit stock market declines and a record number of interest rate cuts drove investors to bonds in 2001. The Lehman Brothers® Aggregate Bond Index, a proxy of the overall taxable-bond market, gained 8.44% during the year. Corporate bonds, which offered better yields than Treasuries, were highest on the performance ladder, as the Lehman Brothers Credit Bond Index climbed 10.40%. Treasuries had an up and down year, benefiting from a flight to safety after the tragic events of September 11, but losing significant ground late in 2001 as investors began to anticipate an economic recovery. The Lehman Brothers Treasury Index gained 6.75% for the year. Agency and mortgage-backed securities also outperformed Treasuries, as seen by the 8.31% return of the Lehman Brothers U.S. Agency Index and the 8.22% advance of the Lehman Brothers Mortgage-Backed Securities Index. The high-yield bond market rebounded in 2001, particularly in the fourth quarter, when it posted its best quarterly performance since the second quarter of 1995. Overall, the Merrill Lynch High Yield Master II Index - a proxy of the overall high-yield bond market - returned 4.48%.

Foreign Bond Markets

It was a challenging year for foreign developed-nation bonds, as the Salomon Smith Barney® Non-U.S. Dollar World Government Bond Index - a market value-weighted index designed to represent the performance of 16 world government bond markets, excluding the United States - declined 3.54% for the 12-month period ending December 31, 2001. A slowing economy and eventual recession in the United States, exacerbated by the September 11 terrorist attacks, contributed to slower economic growth worldwide. The continued strength of the U.S. dollar also muted international bond performance on a relative basis. In emerging markets, every country but one in the J.P. Morgan Emerging Markets Bond Index Global had a positive return, but the benchmark gained only 1.36% due to a host of problems in Argentina, one of the index's largest components on average during the year. Plagued by its long-running economic recession, a potential currency devaluation and rising debt obligations, Argentina's president resigned and the government was forced into default.

Annual Report

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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® VIP: Growth - Initial Class

-17.67%

11.66%

13.40%

Russell 3000 ® Growth Index

-19.63%

7.72%

10.41%

Variable Annuity Growth
Funds Average

-17.50%

8.64%

11.64%

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. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 299 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,156 - a 251.56% 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 $26,924 - a 169.24% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Microsoft Corp.

6.1

Pfizer, Inc.

4.3

Intel Corp.

4.2

General Electric Co.

2.7

Wal-Mart Stores, Inc.

2.4

19.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Information Technology

32.2

Health Care

18.6

Consumer Discretionary

16.1

Financials

10.3

Industrials

8.9

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

99.4%

Short-Term Investments
and Net Other Assets

0.6%



* Foreign investments 6.2%

Annual Report

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 service 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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Growth - Service Class

-17.74%

11.56%

13.35%

Russell 3000® Growth Index

-19.63%

7.72%

10.41%

Variable Annuity Growth
Funds Average

-17.50%

8.64%

11.64%

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. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 299 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,013 - a 250.13% 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 $26,924 - a 169.24% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Microsoft Corp.

6.1

Pfizer, Inc.

4.3

Intel Corp.

4.2

General Electric Co.

2.7

Wal-Mart Stores, Inc.

2.4

19.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Information Technology

32.2

Health Care

18.6

Consumer Discretionary

16.1

Financials

10.3

Industrials

8.9

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

99.4%

Short-Term Investments
and Net Other Assets

0.6%



* Foreign investments 6.2%

Annual Report

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 service 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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Growth - Service Class 2

-17.87%

11.49%

13.31%

Russell 3000® Growth Index

-19.63%

7.72%

10.41%

Variable Annuity Growth
Funds Average

-17.50%

8.64%

11.64%

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. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 299 variable annuities. These benchmarks 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.


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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $34,898 - a 248.98% 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 $26,924 - a 169.24% increase.

Investment Summary

Top Five Stocks as of December 31, 2001

% of fund's
net assets

Microsoft Corp.

6.1

Pfizer, Inc.

4.3

Intel Corp.

4.2

General Electric Co.

2.7

Wal-Mart Stores, Inc.

2.4

19.7

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Information Technology

32.2

Health Care

18.6

Consumer Discretionary

16.1

Financials

10.3

Industrials

8.9

Asset Allocation as of December 31, 2001

% of fund's net assets *

Stocks

99.4%

Short-Term Investments
and Net Other Assets

0.6%



* Foreign investments 6.2%

Annual 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. For the 12 months that ended December 31, 2001, the fund outperformed the Russell 3000 Growth Index which returned -19.63% and slightly trailed the variable annuity growth funds average, which returned -17.50% according to Lipper Inc.

Q. Why did the fund beat its index, but trail its Lipper peer average during the period?

A. The fund's relatively light exposure to technology stocks explains the difference in both cases. I kept the fund's tech weighting below that of the Russell 3000 during the period, which helped relative to the index as growth stocks - particularly in the tech sector - struggled. Many of the fund's peers, however, appeared to be less committed to the growth style of investing, and my hunch is that many competitors went even lighter on tech stocks.

Q. Technology stocks still accounted for nearly one-third of the fund's investments during the period. What was your strategy within the sector?

A. Two areas of focus were semiconductors and PCs. Semiconductor fundamentals began to look attractive again, as chip customers trimmed inventories they had stockpiled during the 1990s bubble - when supply was tight and customers were afraid of not being able to obtain parts. When the bubble burst, many semiconductor companies produced below-end-demand levels to help reduce inventories. I started adding to semiconductor positions - such as Intel and Micron Technology - late in the summer as it began to look as if this artificially low production could be nearing an end. The September 11 tragedy, however, overshadowed these developments by threatening to delay the economic recovery, and the fund's semiconductor positions produced mixed results. On the PC front, I saw several positives. New products from Microsoft and Intel - as well as the aging of corporate PCs purchased in preparation for the year 2000 changeover - could all bode well for the industry. With this in mind, I added to our positions in both Microsoft and Dell Computer. Microsoft was a strong performer during the period, while Dell lagged.

Q. Considering the environment, it seems as though pharmaceutical stocks - with their defensive characteristics - would have thrived during the period. Was this the case?

A. Unfortunately, that model didn't hold true to form as it was an atypical year for most of the big drug stocks. Drug companies tend to offer relatively stable earnings growth during periods of economic weakness, but this time patent expirations - combined with difficulty getting new drugs approved - led to earnings disappointments within the group. Bristol-Myers Squibb, for example, suffered several legal setbacks surrounding patents on its diabetes drug, Glucophage, and Schering-Plough had to contend with manufacturing issues, which led to delays in the approval of its new allergy medicine, Clarinex. Both stocks, along with Merck, were disappointing. Pfizer - the fund's largest drug position - declined only marginally as the company managed to successfully deliver its original earnings projections. I also made ill-timed bets on several biotechnology stocks during the period, including Amgen and Human Genome Sciences, which performed poorly as investors looked to companies with better near-term earnings prospects. Two areas in health care that did perform well were hospitals and drug distributors. These companies benefited as demand for their products and services was relatively independent of the economy. Two solid performers in these areas were Tenet Healthcare and McKesson.

Q. Your highest weighting during the period - relative to the index - was in financial stocks. How did this group fare?

A. Finance stocks helped performance overall, as the group responded well to the 11 interest rate cuts that occurred during the period. As for my strategy within finance, I entered the period in a cautious mindset, and shifted to a more aggressive stance as the period progressed. Early on, for example, I focused on defensive areas within finance - such as mortgage lenders Fannie Mae and Freddie Mac - that benefited from lower interest rates and increased refinancing activity. The fund also was helped by its positions in banks, including Bank of America, which saw reduced borrowing costs due to the Fed rate cuts. As I began to believe the worst was over for the economy, I added to the fund's brokerage positions. This move hurt the fund following September 11, but stocks such as Citigroup began to come back toward the end of November.

Q. Which other stocks influenced fund returns?

A. Two retail names that helped were AutoZone and home-improvement chain Lowe's, which continued to compete effectively with Home Depot. Additional disappointments included Internet infrastructure stocks such as Cisco Systems, Sun Microsystems and EMC.

Q. What's your outlook, Jennifer?

A. I'm reasonably optimistic that growth stocks will come back into favor at some point in 2002. We're coming off a dramatic stretch of underperformance for growth versus the broader market, so now may be a good time to own these types of stocks. We've also had an unprecedented number of rate cuts in one year, and this powerful stimulus may begin to have a positive economic impact soon. It's too early to tell for sure, but I do see some encouraging signs.

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 December 31, 2001, more than $13.3 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments December 31, 2001

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.1%

Auto Components - 0.1%

Cooper Tire & Rubber Co.

1,356,000

$ 21,641,760

Automobiles - 0.1%

Nissan Motor Co. Ltd.

1,890,000

9,976,076

Hotels, Restaurants & Leisure - 1.4%

Brinker International, Inc. (a)

1,212,450

36,082,512

Harrah's Entertainment, Inc. (a)

261,400

9,674,414

McDonald's Corp.

1,398,700

37,023,589

Outback Steakhouse, Inc. (a)

1,127,810

38,627,493

Tricon Global Restaurants, Inc. (a)

893,850

43,977,420

Wendy's International, Inc.

550,000

16,043,500

181,428,928

Household Durables - 2.6%

Black & Decker Corp.

874,140

32,981,302

Centex Corp.

566,000

32,312,940

D.R. Horton, Inc.

1,368,800

44,431,248

KB Home

246,800

9,896,680

Leggett & Platt, Inc.

1,149,300

26,433,900

Lennar Corp.

770,200

36,060,764

Maytag Corp.

1,057,070

32,800,882

Nintendo Co. Ltd.

93,600

16,314,421

Pulte Homes, Inc.

1,140,500

50,946,135

Sony Corp.

812,900

36,661,788

Whirlpool Corp.

382,000

28,012,060

346,852,120

Leisure Equipment & Products - 0.8%

Hasbro, Inc.

2,461,500

39,950,145

Mattel, Inc.

3,595,400

61,840,880

101,791,025

Media - 2.1%

AOL Time Warner, Inc. (a)

4,128,452

132,523,309

Clear Channel Communications, Inc. (a)

1,040,600

52,976,946

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

2,055,625

90,755,844

276,256,099

Multiline Retail - 4.1%

Dillard's, Inc. Class A

1,200,730

19,211,680

Family Dollar Stores, Inc.

1,386,800

41,576,264

JCPenney Co., Inc.

2,448,100

65,853,890

Kmart Corp. (a)

7,997,500

43,666,350

Kohls Corp. (a)

385,900

27,182,796

Sears, Roebuck & Co.

595,180

28,354,375

Wal-Mart Stores, Inc.

5,649,100

325,105,705

550,951,060

Specialty Retail - 4.5%

Abercrombie & Fitch Co. Class A (a)

1,655,900

43,931,027

AutoZone, Inc. (a)

721,500

51,803,700

Bed Bath & Beyond, Inc. (a)

414,600

14,054,940

Best Buy Co., Inc. (a)

1,033,600

76,982,528

Home Depot, Inc.

4,141,200

211,242,612

Lowe's Companies, Inc.

3,149,100

146,149,731

Shares

Value (Note 1)

Office Depot, Inc. (a)

1,820,500

$ 33,752,070

Toys 'R' Us, Inc. (a)

1,394,580

28,923,589

606,840,197

Textiles & Apparel - 0.4%

NIKE, Inc. Class B

859,400

48,332,656

TOTAL CONSUMER DISCRETIONARY

2,144,069,921

CONSUMER STAPLES - 4.8%

Beverages - 2.6%

Pepsi Bottling Group, Inc.

2,322,800

54,585,800

PepsiAmericas, Inc.

277,100

3,823,980

PepsiCo, Inc.

2,775,380

135,133,252

The Coca-Cola Co.

3,212,200

151,455,230

344,998,262

Food & Drug Retailing - 0.0%

Rite Aid Corp. (a)

1,167,290

5,906,487

Food Products - 0.5%

Kellogg Co.

768,620

23,135,462

Kraft Foods, Inc. Class A

1,355,300

46,120,859

69,256,321

Household Products - 0.3%

Procter & Gamble Co.

451,260

35,708,204

Personal Products - 0.5%

Gillette Co.

1,803,500

60,236,900

Tobacco - 0.9%

Philip Morris Companies, Inc.

2,591,300

118,811,105

TOTAL CONSUMER STAPLES

634,917,279

ENERGY - 3.8%

Energy Equipment & Services - 3.7%

Baker Hughes, Inc.

1,698,070

61,928,613

BJ Services Co. (a)

1,989,660

64,564,467

Cooper Cameron Corp. (a)

425,100

17,157,036

ENSCO International, Inc.

438,900

10,906,665

Global Industries Ltd. (a)

3,357,800

29,884,420

Nabors Industries, Inc. (a)

1,097,410

37,674,085

National-Oilwell, Inc. (a)

1,373,100

28,299,591

Noble Drilling Corp. (a)

257,000

8,748,280

Schlumberger Ltd. (NY Shares)

1,148,300

63,099,085

Smith International, Inc. (a)

655,250

35,134,505

Tidewater, Inc.

924,100

31,326,990

Transocean Sedco Forex, Inc.

915,900

30,975,738

Varco International, Inc. (a)

1,543,900

23,127,622

Weatherford International, Inc. (a)

1,309,540

48,793,460

491,620,557

Oil & Gas - 0.1%

Noble Affiliates, Inc.

394,000

13,904,260

TOTAL ENERGY

505,524,817

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - 10.3%

Banks - 1.9%

Bank of America Corp.

538,600

$ 33,904,870

Bank One Corp.

2,695,590

105,262,790

FleetBoston Financial Corp.

1,099,752

40,140,948

Wells Fargo & Co.

1,624,900

70,601,905

249,910,513

Diversified Financials - 6.4%

American Express Co.

4,487,200

160,148,168

Charles Schwab Corp.

2,527,150

39,095,011

Citigroup, Inc.

3,134,210

158,214,921

Daiwa Securities Group, Inc.

6,360,000

33,280,472

Fannie Mae

1,028,800

81,789,600

Freddie Mac

1,353,700

88,531,980

Goldman Sachs Group, Inc.

679,100

62,986,525

Merrill Lynch & Co., Inc.

1,187,200

61,876,864

Morgan Stanley Dean Witter & Co.

1,261,200

70,551,528

Nikko Cordial Corp.

9,640,000

42,829,799

Nomura Holdings, Inc.

4,038,000

51,521,528

850,826,396

Insurance - 2.0%

AFLAC, Inc.

1,396,820

34,305,899

American International Group, Inc.

2,990,866

237,474,760

Prudential Financial, Inc.

101,200

3,358,828

275,139,487

TOTAL FINANCIALS

1,375,876,396

HEALTH CARE - 18.6%

Biotechnology - 2.7%

Abgenix, Inc. (a)

1,181,842

39,757,165

Alkermes, Inc. (a)

1,145,900

30,205,924

Amgen, Inc. (a)

1,369,500

77,294,580

Cambridge Antibody Technology
Group PLC (a)

1,012,375

28,419,067

Geneprot, Inc. (c)

826,000

9,086,000

Human Genome Sciences, Inc. (a)

1,208,400

40,747,248

Medarex, Inc. (a)

1,158,500

20,806,660

Millennium Pharmaceuticals, Inc. (a)

2,555,380

62,632,364

Protein Design Labs, Inc. (a)

1,233,600

40,462,080

QLT, Inc. (a)

386,800

9,842,548

359,253,636

Health Care Equipment & Supplies - 2.0%

Baxter International, Inc.

1,194,400

64,055,672

Boston Scientific Corp. (a)

1,336,300

32,231,556

Medtronic, Inc.

3,167,000

162,182,070

Zimmer Holdings, Inc. (a)

220,650

6,738,651

265,207,949

Health Care Providers & Services - 1.8%

Cardinal Health, Inc.

689,700

44,596,002

HCA, Inc.

695,000

26,785,300

Shares

Value (Note 1)

McKesson Corp.

3,006,400

$ 112,439,360

Tenet Healthcare Corp. (a)

1,046,600

61,456,352

245,277,014

Pharmaceuticals - 12.1%

Abbott Laboratories

1,935,400

107,898,550

American Home Products Corp.

2,991,200

183,540,032

Bristol-Myers Squibb Co.

1,306,600

66,636,600

Elan Corp. PLC sponsored ADR (a)

695,550

31,341,483

Eli Lilly & Co.

704,600

55,339,284

Forest Laboratories, Inc. (a)

592,800

48,579,960

ImClone Systems, Inc. (a)

292,747

13,601,026

Johnson & Johnson

2,683,500

158,594,850

King Pharmaceuticals, Inc. (a)

810,100

34,129,513

Merck & Co., Inc.

1,150,260

67,635,288

Pfizer, Inc.

14,486,385

577,282,442

Pharmacia Corp.

2,193,200

93,539,980

Schering-Plough Corp.

4,666,800

167,118,108

1,605,237,116

TOTAL HEALTH CARE

2,474,975,715

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.6%

Lockheed Martin Corp.

545,200

25,444,484

Northrop Grumman Corp.

501,800

50,586,458

United Defense Industries, Inc.

43,600

917,780

76,948,722

Airlines - 0.9%

AMR Corp. (a)

1,038,400

23,021,328

Delta Air Lines, Inc.

1,714,800

50,175,048

Northwest Airlines Corp. (a)

1,574,000

24,711,800

UAL Corp.

1,383,100

18,671,850

116,580,026

Commercial Services & Supplies - 1.8%

Automatic Data Processing, Inc.

1,410,800

83,096,120

Cintas Corp.

40,000

1,920,000

Concord EFS, Inc. (a)

2,276,900

74,636,782

First Data Corp.

906,800

71,138,460

Herman Miller, Inc.

245,856

5,816,953

ServiceMaster Co.

613,900

8,471,820

245,080,135

Construction & Engineering - 0.4%

Fluor Corp.

1,658,110

62,013,314

Electrical Equipment - 0.3%

Mitsubishi Electric Corp.

9,338,000

35,956,298

Industrial Conglomerates - 3.3%

General Electric Co.

9,030,340

361,936,027

Minnesota Mining & Manufacturing Co.

620,180

73,311,478

435,247,505

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - 0.2%

Illinois Tool Works, Inc.

506,300

$ 34,286,636

Road & Rail - 1.4%

Burlington Northern Santa Fe Corp.

1,802,200

51,416,766

Canadian National Railway Co.

1,245,010

59,997,655

Union Pacific Corp.

1,284,550

73,219,350

184,633,771

TOTAL INDUSTRIALS

1,190,746,407

INFORMATION TECHNOLOGY - 32.2%

Communications Equipment - 3.6%

Brocade Communications System, Inc. (a)

908,300

30,082,896

CIENA Corp. (a)

2,297,500

32,877,225

Cisco Systems, Inc. (a)

11,711,020

212,086,572

Emulex Corp. (a)

149,500

5,906,745

JDS Uniphase Corp. (a)

3,461,400

30,044,952

Juniper Networks, Inc. (a)

1,725,900

32,705,805

Lucent Technologies, Inc.

1,945,600

12,237,824

McDATA Corp. Class A (a)

481,000

11,784,500

Motorola, Inc.

4,758,400

71,471,168

Nokia Corp. sponsored ADR

635,900

15,598,627

QUALCOMM, Inc. (a)

406,000

20,503,000

Tellium, Inc.

22,400

139,552

475,438,866

Computers & Peripherals - 4.5%

Apple Computer, Inc. (a)

1,654,300

36,229,170

Dell Computer Corp. (a)

5,237,400

142,352,532

EMC Corp. (a)

2,080,460

27,961,382

International Business Machines Corp.

2,609,700

315,669,312

Network Appliance, Inc. (a)

1,536,000

33,592,320

Sun Microsystems, Inc. (a)

3,115,200

38,316,960

594,121,676

Electronic Equipment & Instruments - 1.3%

Agilent Technologies, Inc. (a)

2,555,060

72,844,761

Amphenol Corp. Class A (a)

694,400

33,365,920

Arrow Electronics, Inc. (a)

645,500

19,300,450

Avnet, Inc.

1,345,900

34,280,073

Jabil Circuit, Inc. (a)

364,400

8,279,168

168,070,372

Internet Software & Services - 0.4%

Openwave Systems, Inc. (a)

674,500

6,603,355

Yahoo!, Inc. (a)

2,787,200

49,444,928

56,048,283

Semiconductor Equipment & Products - 14.0%

Advanced Micro Devices, Inc. (a)

2,970,500

47,112,130

Agere Systems, Inc. Class A

11,231,100

63,904,959

Altera Corp. (a)

826,580

17,540,028

Shares

Value (Note 1)

Analog Devices, Inc. (a)

2,152,800

$ 95,562,792

Applied Materials, Inc. (a)

1,850,200

74,193,020

ASML Holding NV (NY Shares) (a)

3,028,300

51,632,515

Atmel Corp. (a)

3,166,100

23,334,157

Chartered Semiconductor Manufacturing Ltd. ADR (a)

1,909,700

50,490,558

Integrated Circuit Systems, Inc. (a)

858,100

19,384,479

Integrated Device Technology, Inc. (a)

804,000

21,378,360

Intel Corp.

17,872,400

562,086,980

International Rectifier Corp. (a)

488,400

17,035,392

Intersil Corp. Class A (a)

663,600

21,401,100

KLA-Tencor Corp. (a)

1,265,120

62,699,347

LAM Research Corp. (a)

1,708,400

39,669,048

Lattice Semiconductor Corp. (a)

1,380,800

28,403,056

Linear Technology Corp.

482,500

18,836,800

Marvell Technology Group Ltd. (a)

1,095,700

39,247,974

Maxim Integrated Products, Inc. (a)

554,500

29,116,795

Micron Technology, Inc. (a)

3,346,800

103,750,800

National Semiconductor Corp. (a)

1,782,820

54,893,028

Novellus Systems, Inc. (a)

324,100

12,785,745

NVIDIA Corp. (a)

904,900

60,537,810

PMC-Sierra, Inc. (a)

38,900

827,014

QLogic Corp. (a)

524,437

23,342,691

Semtech Corp. (a)

861,900

30,761,211

Silicon Storage Technology, Inc. (a)

86,700

835,788

STMicroelectronics NV (NY Shares)

316,000

10,007,720

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

4,120,720

70,752,762

Teradyne, Inc. (a)

1,811,200

54,589,568

Texas Instruments, Inc.

3,125,150

87,504,200

United Microelectronics Corp. sponsored ADR

5,153,500

49,473,600

Xilinx, Inc. (a)

542,500

21,184,625

1,864,276,052

Software - 8.4%

Adobe Systems, Inc.

414,700

12,876,435

Cerner Corp. (a)

377,200

18,833,596

Computer Associates International, Inc.

1,788,200

61,675,018

Compuware Corp. (a)

3,880,500

45,751,095

Electronic Arts, Inc. (a)

672,600

40,322,370

Microsoft Corp. (a)

12,214,423

809,205,523

Nassda Corp.

7,600

170,924

Oracle Corp. (a)

3,346,170

46,210,608

Red Hat, Inc. (a)

2,231,599

15,844,353

Synopsys, Inc. (a)

457,200

27,006,804

VERITAS Software Corp. (a)

1,019,300

45,695,219

1,123,591,945

TOTAL INFORMATION TECHNOLOGY

4,281,547,194

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 0.4%

Chemicals - 0.3%

Lyondell Chemical Co.

3,010,600

$ 43,141,898

Construction Materials - 0.1%

Lafarge North America, Inc.

183,621

6,898,641

TOTAL MATERIALS

50,040,539

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 2.6%

AT&T Corp.

5,985,600

108,578,784

BellSouth Corp.

1,141,010

43,529,532

Qwest Communications International, Inc.

6,774,400

95,722,272

SBC Communications, Inc.

1,515,023

59,343,451

TeraBeam Networks (c)

60,800

60,800

Time Warner Telecom, Inc. Class A (a)

1,724,200

30,501,098

337,735,937

Wireless Telecommunication Services - 1.4%

Nextel Communications, Inc. Class A (a)

3,818,570

41,851,527

Sprint Corp. - PCS Group Series 1 (a)

1,534,280

37,451,775

Vodafone Group PLC

43,004,311

110,435,305

189,738,607

TOTAL TELECOMMUNICATION SERVICES

527,474,544

UTILITIES - 0.3%

Electric Utilities - 0.3%

AES Corp. (a)

2,081,000

34,024,350

TOTAL COMMON STOCKS

(Cost $11,503,551,605)

13,219,197,162

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (c)
(Cost $1,528,257)

88,646

140,061

U.S. Government Agency Obligations - 0.0%

Moody's Ratings
(unaudited) (d)

Principal
Amount

Fannie Mae 5.5% 5/2/06
(Cost $3,592,346)

Aa2

$ 3,605,000

3,674,829

Money Market Funds - 1.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.94% (b)

115,770,008

$ 115,770,008

Fidelity Securities Lending Cash Central Fund, 1.93% (b)

76,429,400

76,429,400

TOTAL MONEY MARKET FUNDS

(Cost $192,199,408)

192,199,408

TOTAL INVESTMENT
PORTFOLIO - 100.8%

(Cost $11,700,871,616)

13,415,211,460

NET OTHER ASSETS - (0.8)%

(109,318,774)

NET ASSETS - 100%

$ 13,305,892,686

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(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

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneprot, Inc.

7/7/00

$ 4,543,000

TeraBeam Networks

4/7/00

$ 228,000

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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $15,039,873,338 and $14,890,187,201, respectively, of which long-term U.S. government and government agency obligations aggregated $3,592,346 and $0, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,029,527 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $9,286,861 or 0.1% 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 $32,759,515. The weighted average interest rate was 3.60%.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $11,781,931,231. Net unrealized appreciation aggregated $1,633,280,229, of which $2,441,922,025 related to appreciated investment securities and $808,641,796 related to depreciated investment securities.

The fund hereby designates approximately $1,122,869,000 as a 20%-rate capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2001, the fund had a capital loss carryforward of approximately $2,090,079,000 all of which will expire on
December 31, 2009.

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

December 31, 2001

Assets

Investment in securities, at value (including securities loaned of $73,254,342) (cost $11,700,871,616) -
See accompanying schedule

$ 13,415,211,460

Receivable for investments sold

5,876,051

Receivable for fund shares sold

6,555,087

Dividends receivable

9,545,072

Interest receivable

192,365

Other receivables

98,324

Total assets

13,437,478,359

Liabilities

Payable for investments purchased

$ 10,227,679

Payable for fund shares redeemed

38,080,244

Accrued management fee

6,466,601

Distribution fees payable

174,306

Other payables and
accrued expenses

207,443

Collateral on securities loaned,
at value

76,429,400

Total liabilities

131,585,673

Net Assets

$ 13,305,892,686

Net Assets consist of:

Paid in capital

$ 13,738,852,958

Undistributed net
investment income

24,523,436

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

(2,171,833,740)

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

1,714,350,032

Net Assets

$ 13,305,892,686

Initial Class:
Net Asset Value, offering price
and redemption price per share
($11,458,659,072 ÷
340,924,762 shares)

$33.61

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,655,758,439 ÷
49,456,228 shares)

$33.48

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($191,475,175 ÷
5,743,219 shares)

$33.34

Statement of Operations

Year ended December 31, 2001

Investment Income

Dividends

$ 105,989,326

Interest

14,337,559

Security lending

1,421,758

Total income

121,748,643

Expenses

Management fee

$ 83,938,016

Transfer agent fees

9,517,850

Distribution fees

1,948,275

Accounting and security
lending fees

1,087,573

Custodian fees and expenses

426,151

Registration fees

52,869

Audit

94,719

Legal

94,307

Interest

101,567

Miscellaneous

3,507,411

Total expenses
before reductions

100,768,738

Expense reductions

(4,975,940)

95,792,798

Net investment income

25,955,845

Realized and Unrealized
Gain (Loss)

Net realized gain (loss) on:

Investment securities

(2,008,495,147)

Foreign currency transactions

(485,636)

(2,008,980,783)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,103,294,681)

Assets and liabilities in
foreign currencies

(4,082)

(1,103,298,763)

Net gain (loss)

(3,112,279,546)

Net increase (decrease) in net assets resulting from operations

$ (3,086,323,701)

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

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 25,955,845

$ 11,145,934

Net realized gain (loss)

(2,008,980,783)

1,012,598,310

Change in net unrealized appreciation (depreciation)

(1,103,298,763)

(3,219,390,093)

Net increase (decrease) in net assets resulting from operations

(3,086,323,701)

(2,195,645,849)

Distributions to shareholders
From net investment income

(10,651,148)

(20,008,543)

From net realized gain

(1,124,534,087)

(2,010,393,014)

Total distributions

(1,135,185,235)

(2,030,401,557)

Share transactions - net increase (decrease)

105,985,623

3,588,722,111

Total increase (decrease) in net assets

(4,115,523,313)

(637,325,295)

Net Assets

Beginning of period

17,421,415,999

18,058,741,294

End of period (including undistributed net investment income of $24,523,436 and $10,649,233, respectively)

$ 13,305,892,686

$ 17,421,415,999

Other Information:

Year ended
December 31, 2001

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

39,041,869

$ 1,384,695,642

60,790,422

$ 3,083,045,212

Reinvested

24,560,455

1,006,978,664

38,128,847

1,912,161,690

Redeemed

(78,112,878)

(2,719,903,391)

(55,558,216)

(2,766,549,803)

Net increase (decrease)

(14,510,554)

$ (328,229,085)

43,361,053

$ 2,228,657,099

Service Class
Sold

13,312,909

$ 479,702,662

25,312,442

$ 1,274,031,890

Reinvested

3,016,784

123,326,141

2,363,626

118,228,594

Redeemed

(9,325,901)

(324,004,271)

(1,943,579)

(95,706,253)

Net increase (decrease)

7,003,792

$ 279,024,532

25,732,489

$ 1,296,554,231

Service Class 2 A
Sold

5,569,506

$ 192,198,699

1,360,003

$ 65,671,999

Reinvested

119,736

4,880,430

225

11,273

Redeemed

(1,260,574)

(41,888,953)

(45,677)

(2,172,491)

Net increase (decrease)

4,428,668

$ 155,190,176

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 10,599,775

$ 19,026,484

Service Class

-

981,965

Service Class 2 A

51,373

94

Total

$ 10,651,148

$ 20,008,543

From net realized gain
Initial Class

$ 996,378,889

$ 1,893,135,205

Service Class

123,326,141

117,246,629

Service Class 2 A

4,829,057

11,180

Total

$ 1,124,534,087

$ 2,010,393,014

$ 1,135,185,235

$ 2,030,401,557

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

Years ended December 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Income from Investment Operations

Net investment income E

.07

.03

.07

.08

.20

Net realized and unrealized gain (loss)

(7.27)

(5.27)

15.10

12.85

6.91

Total from investment operations

(7.20)

(5.24)

15.17

12.93

7.11

Less Distributions

From net investment income

(.03)

(.06)

(.08)

(.19)

(.21)

From net realized gain

(2.82)

(5.97)

(5.03)

(4.97)

(.94)

Total distributions

(2.85)

(6.03)

(5.11)

(5.16)

(1.15)

Net asset value, end of period

$ 33.61

$ 43.66

$ 54.93

$ 44.87

$ 37.10

Total Return C, D

(17.67)%

(10.96)%

37.44%

39.49%

23.48%

Ratios to Average Net Assets G

Expenses before expense reductions

.68%

.65%

.66%

.68%

.69%

Expenses net of voluntary waivers, if any

.68%

.65%

.66%

.68%

.69%

Expenses net of all reductions

.65%

.64%

.65%

.66%

.67%

Net investment income

.19%

.07%

.14%

.21%

.58%

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,458,659

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

Portfolio turnover rate

105%

103%

84%

123%

113%

Financial Highlights - Service Class

Years ended December 31,

2001

2000

1999

1998

1997 F

Selected Per-Share Data

Net asset value, beginning of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) E

.03

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(7.24)

(5.25)

15.07

12.83

.14

Total from investment operations

(7.21)

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

-

(.05)

(.08)

(.19)

-

From net realized gain

(2.82)

(5.97)

(5.03)

(4.97)

-

Total distributions

(2.82)

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 33.48

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C, D

(17.74)%

(11.05)%

37.29%

39.38%

.46%

Ratios to Average Net Assets G

Expenses before expense reductions

.78%

.76%

.77%

.80%

.79% A

Expenses net of voluntary waivers, if any

.78%

.76%

.77%

.80%

.79% A

Expenses net of all reductions

.75%

.74%

.75%

.75%

.77% A

Net investment income (loss)

.09%

(.04)%

.04%

.15%

.70% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,655,758

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Portfolio turnover rate

105%

103%

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 43.43

$ 53.40

Income from Investment Operations

Net investment income (loss) E

(.02)

(.09)

Net realized and unrealized gain (loss)

(7.22)

(3.86)

Total from investment operations

(7.24)

(3.95)

Less Distributions

From net investment income

(.03)

(.05)

From net realized gain

(2.82)

(5.97)

Total distributions

(2.85)

(6.02)

Net asset value, end of period

$ 33.34

$ 43.43

Total Return B, C, D

(17.87)%

(8.88)%

Ratios to Average Net Assets G

Expenses before expense reductions

.93%

.91% A

Expenses net of voluntary waivers, if any

.93%

.91% A

Expenses net of all reductions

.90%

.90% A

Net investment income (loss)

(.06)%

(.19)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 191,475

$ 57,095

Portfolio turnover rate

105%

103%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period January 12, 2000 (commencement of sale of shares) to December 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Growth Portfolio

Notes to Financial Statements

For the period ended December 31, 2001

1. Significant Accounting Policies.

Growth Portfolio (the fund) is a fund of Variable Insurance Products Fund (the trust) (referred to in this report as Fidelity Variable Insurance Products: Growth 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: Initial Class shares, Service Class shares and Service Class 2 shares. 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 differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. 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 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 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 (including restricted securities) for which 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. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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 all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which 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 amortization of premium and accretion of discount on debt securities, as required, 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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees 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 fund 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 are primarily due to differing treatments for litigation proceeds, foreign currency transactions, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Distributions to Shareholders - continued

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

As of December 31, 2001, undistributed net income and accumulated loss on a tax basis were as follows:

Undistributed
ordinary income

$ 24,037,799

Capital loss carryforwards

$ (2,090,078,664)

The tax character of distributions paid during the year was as follows:

Ordinary
Income

Long-Term
Capital Gains

Initial Class

$ 10,599,775

$ 996,378,889

Service Class

-

123,326,141

Service Class 2

51,373

4,829,057

$ 10,651,148

$ 1,124,534,087

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.

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 custodian bank. 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.

Restricted Securities. The fund may 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 captions "Legend" and/or "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 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. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .58% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee. For the period, the Service 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.

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.

Service Class

$ 1,680,520

Service Class 2

267,755

$ 1,948,275

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 annual rate of .07% of average net assets.

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

Initial Class

$ 8,328,070

Service Class

1,113,901

Service Class 2

75,879

$ 9,517,850

Growth Portfolio

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $14,438,593 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $4,974,266 of the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,674.

8. Other Information.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, held approximately 13% of the total outstanding shares of the fund. In addition, one unaffiliated insurance company held approximately 26% of the total outstanding shares of the fund.

Growth Portfolio

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and the Shareholders of Growth Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Growth Portfolio (a fund of Variable Insurance Products Fund) at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Growth Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 11, 2002

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible
for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the
fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for
William O. McCoy and William S. Stavropoulos, each of the Trustees oversees 262 funds advised by FMR. Mr. McCoy oversees 264 funds advised by FMR and Mr. Stavropoulos oversees 180 funds advised by FMR.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any Special Meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-888-622-3175.

Interested Trustees*:

The business address of each Trustee who is an "interested person" (as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (71)**

Year of Election or Appointment: 1981

President of VIP Growth. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; a Director of Fidelity Management & Research (U.K.) Inc.; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (40)**

Year of Election or Appointment: 2001

Senior Vice President of VIP Growth (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (58)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with one or more of the trust, the fund's investment adviser, FMR, and the fund's distribution agent, FDC.

** Edward C. Johnson 3d, Trustee and President of the funds, is Abigail P. Johnson's father.

Annual Report

Trustees and Officers - continued

Non-Interested Trustees:

The business address of each non-interested Trustee (that is, the Trustees other than the Interested Trustees) is Fidelity Investments,
P. O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (59)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of AT&T (2001), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

Ralph F. Cox (69)

Year of Election or Appointment: 1991

President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of Waste Management Inc. (non-hazardous waste), CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (70)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (cosmetics) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (industrial conglomerate), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998).

Robert M. Gates (58)

Year of Election or Appointment: 1997

Consultant, educator, and lecturer. Mr. Gates was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Mr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), TRW Inc. (automotive, space, defense, and information technology), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Mr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines) and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Mr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (69)

Year of Election or Appointment: 1987

Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section, a Public Governor of the National Association of Securities Dealers, Inc. (1996), and of the American Stock Exchange (2001), a Director and former Chairman of the Board of Directors of National Arts Stabilization Inc., a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, and a Director of the Yale-New Haven Health Services Corp. (1998). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Director of
General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (55)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (57)

Year of Election or Appointment: 2000

Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation ("IBM") from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (telecommunications testing and management). He is also Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (industrial conglomerate, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Marvin L. Mann (68)

Year of Election or Appointment: 1993

Chairman of the non-interested Trustees (2001), Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where
he remains a member of the Board. Prior to 1991, he held the positions of Vice President of IBM and President and General
Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of Imation Corp. (imaging and information storage, 1997). He is also a Board member of Acterna Corporation (telecommunications testing and management, 1999).

William O. McCoy (68)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility, 1996), and Acterna Corporation (telecommunications testing and management, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (62)

Year of Election or Appointment: 2001

Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical
Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of
Notre Dame Advisory Council for the College of Science.

Growth Portfolio

Trustees and Officers - continued

Executive Officers:

The business address of each executive officer is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Richard A. Spillane, Jr. (50)

Year of Election or Appointment: 1997

Vice President of VIP Growth. Mr. Spillane also serves as Vice President of certain Equity Funds. He is President and a Director
of Fidelity Management & Research (U.K.) Inc. (2001) and Senior Vice President of FMR Co., Inc. (2001) and FMR (1997).
Previously, Mr. Spillane served as Chief Investment Officer (Europe) for Fidelity International, Limited.

Jennifer Uhrig (40)

Year of Election or Appointment: 1997

Vice President of VIP Growth and another funds advised by FMR. Prior to assuming her current responsibilities, Ms. Uhrig
managed a variety of Fidelity funds.

Eric D. Roiter (53)

Year of Election or Appointment: 1998

Secretary of VIP Growth. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Secretary of Fidelity Southwest Company (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Robert A. Dwight (43)

Year of Election or Appointment: 2000

Treasurer of VIP Growth. Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and Vice President of FMR (2000). Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). He also served as Vice President of FMR Co., Inc. (2001). Before joining Fidelity, Mr. Dwight was Senior Vice President of fund accounting operations for The Boston Company.

Maria F. Dwyer (43)

Year of Election or Appointment: 2000

Deputy Treasurer of VIP Growth. She also serves as Deputy Treasurer of other Fidelity funds (2000) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment
Management.

John H. Costello (55)

Year of Election or Appointment: 1986

Assistant Treasurer of VIP Growth. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee
of FMR.

Paul F. Maloney (52)

Year of Election or Appointment: 2001

Assistant Treasurer of VIP Growth. Mr. Maloney also serves as Assistant Treasurer of other Fidelity funds (2001) and is an employee of FMR. Previously, Mr. Maloney served as Vice President of Fidelity Reporting, Accounting and Pricing Services (FRAPS).

Thomas J. Simpson (43)

Year of Election or Appointment: 2000

Assistant Treasurer of VIP Growth. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Growth Portfolio

Distributions

Initial Class and Service Class 2 designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Annual Report

Annual Report

Growth Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPGRWT-ANN-0202 154188
1.540077.104

Fidelity® Variable Insurance Products:

High Income Portfolio

Annual Report

December 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Market Environment

<Click Here>

A review of what happened in world markets during the past 12 months.

Performance and Investment Summary

<Click Here>

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

Fund Talk

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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.

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.

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.

Annual Report

Market Environment

Despite a very strong showing in the fourth quarter of 2001, most major equity indexes in the United States and abroad finished with negative returns for the second consecutive year. In most cases, equity investors suffered larger losses in 2001 than in 2000. In the U.S., of the 10 most widely recognized sectors of the market, only two - consumer discretionary and materials - had positive returns for the past year, compared to six sectors in 2000. Overseas, none of the 10 sectors could manage positive growth during the past 12 months, compared to five in 2000. Information technology and telecommunications continued to be among the worst performing segments of the market both domestically and internationally, although tech realized dramatic gains during the fourth-quarter rally. Investment-grade bonds, the overall high-yield market and most emerging-markets debt offered investors welcome relief - and positive returns - throughout most of 2001.

U.S. Stock Markets

Terrorism, war and an economic recession were just a few of the factors that put downward pressure on stocks during 2001, as most major equity indexes declined for the second year in a row. Noteworthy events occurred early and often in 2001, beginning on the second trading day of the year when the Federal Reserve Board surprised the markets with a 0.50 percentage point cut in the fed funds target rate. This would be the first of a calendar-year record 11 cuts made by the Fed in 2001. Stocks had a mixed response to the Fed's stimuli, fluctuating between steady declines and brief rallies throughout the first half of the year. By the tail end of the summer, however, it appeared the economy was taking a turn for the better. Unfortunately, that optimism was obliterated on September 11 and in the two weeks following the devastating terrorist attacks. But with the help of the Fed's aggressive easing efforts, investors stepped back to the table in the fourth quarter with hopes of an economic rebound in early 2002. For the year overall, the large-cap weighted Standard & Poor's 500SM Index fell 11.89%, the blue-chip Dow Jones Industrial AverageSM declined 5.39%, and the tech-heavy NASDAQ Composite® Index dropped 20.82%.

Foreign Stock Markets

The correlation between U.S. and foreign stock market performance has been a growing phenomenon in recent years, as more and more foreign nations become dependent on the U.S. as a trading partner. That theme was played out once again in 2001. Japan was one of the weakest performers during the past year. The world's second largest economy behind the U.S., Japan's economy fell into recession, and its bellwether equity index - the Tokyo Stock Exchange Stock Price Index - declined 29.35% in 2001. The Morgan Stanley Capital International SM Europe, Australasia and Far East (MSCI® EAFE®) Index - designed to represent the performance of developed stock markets outside the U.S. and Canada, dropped 21.27% over the past 12 months. Canadian stock markets also trailed their neighbors to the south, as the Toronto Stock Exchange 300 fell 17.74%.

U.S. Bond Markets

A harsh economic climate, geopolitical unrest, double-digit stock market declines and a record number of interest rate cuts drove investors to bonds in 2001. The Lehman Brothers® Aggregate Bond Index, a proxy of the overall taxable-bond market, gained 8.44% during the year. Corporate bonds, which offered better yields than Treasuries, were highest on the performance ladder, as the Lehman Brothers Credit Bond Index climbed 10.40%. Treasuries had an up and down year, benefiting from a flight to safety after the tragic events of September 11, but losing significant ground late in 2001 as investors began to anticipate an economic recovery. The Lehman Brothers Treasury Index gained 6.75% for the year. Agency and mortgage-backed securities also outperformed Treasuries, as seen by the 8.31% return of the Lehman Brothers U.S. Agency Index and the 8.22% advance of the Lehman Brothers Mortgage-Backed Securities Index. The high-yield bond market rebounded in 2001, particularly in the fourth quarter, when it posted its best quarterly performance since the second quarter of 1995. Overall, the Merrill Lynch High Yield Master II Index - a proxy of the overall high-yield bond market - returned 4.48%.

Foreign Bond Markets

It was a challenging year for foreign developed-nation bonds, as the Salomon Smith Barney® Non-U.S. Dollar World Government Bond Index - a market value-weighted index designed to represent the performance of 16 world government bond markets, excluding the United States - declined 3.54% for the 12-month period ending December 31, 2001. A slowing economy and eventual recession in the United States, exacerbated by the September 11 terrorist attacks, contributed to slower economic growth worldwide. The continued strength of the U.S. dollar also muted international bond performance on a relative basis. In emerging markets, every country but one in the J.P. Morgan Emerging Markets Bond Index Global had a positive return, but the benchmark gained only 1.36% due to a host of problems in Argentina, one of the index's largest components on average during the year. Plagued by its long-running economic recession, a potential currency devaluation and rising debt obligations, Argentina's president resigned and the government was forced into default.

Annual Report

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 years total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: High Income -
Initial Class

-11.73%

-3.58%

5.28%

ML High Yield Master II

4.48%

3.45%

7.98%

Variable Annuity High Current
Yield Funds Average

1.17%

1.60%

6.60%

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 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. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 78 variable annuities. These benchmarks 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.

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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $16,729 - a 67.29% 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 $21,543 - a 115.43% increase.

Investment Summary

Top Five Holdings as of December 31, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.2

CSC Holdings, Inc.

3.9

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

2.9

AES Corp.

2.0

EchoStar Communications Corp.

2.0

16.0

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Cable TV

15.7

Telecommunications

13.0

Healthcare

6.2

Electric Utilities

5.8

Gaming

4.7

Quality Diversification as of December 31, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.1

Baa

5.7

Ba

22.7

B

46.1

Caa, Ca, C

10.2

Not Rated

2.0

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 December 31, 2001 account for 2% of the fund's investments.

Annual Report

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 service 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' 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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: High Income -
Service Class

-11.90%

-3.70%

5.22%

ML High Yield Master II

4.48%

3.45%

7.98%

Variable Annuity High Current
Yield Funds Average

1.17%

1.60%

6.60%

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 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. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 78 variable annuities. These benchmarks 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.

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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $16,627 - a 66.27% 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 $21,543 - a 115.43% increase.

Investment Summary

Top Five Holdings as of December 31, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.2

CSC Holdings, Inc.

3.9

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

2.9

AES Corp.

2.0

EchoStar Communications Corp.

2.0

16.0

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Cable TV

15.7

Telecommunications

13.0

Healthcare

6.2

Electric Utilities

5.8

Gaming

4.7

Quality Diversification as of December 31, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.1

Baa

5.7

Ba

22.7

B

46.1

Caa, Ca, C

10.2

Not Rated

2.0

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 December 31, 2001 account for 2% of the fund's investments.

Annual Report

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 service 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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: High Income -
Service Class 2

-11.93%

-3.76%

5.19%

ML High Yield Master II

4.48%

3.45%

7.98%

Variable Annuity High Current
Yield Funds Average

1.17%

1.60%

6.60%

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 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. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 78 variable annuities. These benchmarks 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.

This 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 December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $16,580 - a 65.80% 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 $21,543 - a 115.43% increase.

Investment Summary

Top Five Holdings as of December 31, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.2

CSC Holdings, Inc.

3.9

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

2.9

AES Corp.

2.0

EchoStar Communications Corp.

2.0

16.0

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

Cable TV

15.7

Telecommunications

13.0

Healthcare

6.2

Electric Utilities

5.8

Gaming

4.7

Quality Diversification as of December 31, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.1

Baa

5.7

Ba

22.7

B

46.1

Caa, Ca, C

10.2

Not Rated

2.0

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 December 31, 2001 account for 2% of the fund's investments.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Mark Notkin became Portfolio Manager of High Income Portfolio on October 2, 2001.

Q. How did the fund perform, Mark?

A. Disappointingly. For the 12-month period that ended December 31, 2001, the fund fell well short of the 1.17% average return earned by its competitors, as measured by the Lipper Inc. variable annuity high current yield funds average. The fund also trailed the 4.48% return of the Merrill Lynch High Yield Master II Index, which tracks the types of securities in which the fund invests.

Q. Why did the fund perform worse than its peer group average and the Merrill Lynch index?

A. The fund was heavily invested in areas of the market that performed very poorly. One such example was telecommunications. Early in the period, the fund's holdings were concentrated in emerging wireline carriers - upstart companies offering voice and data services directly to homes and businesses - such as Winstar (purchased by IDT in late December), XO Communications and McLeodUSA. The slowing economy hurt these and other telecoms because they found it harder to secure needed investment capital and successfully compete against more-established firms. Investments in European cable operators such as NTL and United Pan-Europe Communications (UPC) also hurt the fund during the period. These companies struggled with a lack of available financing, weak demand for their new products and excessive debt. The poor performance of individual securities, such as Huntsman, also weakened fund results during the year. Huntsman is a manufacturer of chemicals for a variety of industrial products. The company suffered through an extremely poor business climate for the chemical industry. Also, its high level of debt worried investors, who feared the company's ability to meet future financial obligations might be limited.

Q. You started managing the fund in early October. How did your management approach differ from your predecessor's?

A. I took a somewhat more cautious approach. In my opinion, the key to strong performance in the high-yield market is to avoid credit mistakes, and to seek to maximize yield while preserving principal as much as possible. In other words, I think investing in a speculative bond issue carries much more downside risk than upside potential. So, after assuming control of the fund, I looked to remove some of the fund's riskiest investments - immature companies that rely on unproven business models. These included some of the European cable and telecom names I already mentioned: UPC, XO Communications and McLeod. In their place, I added to the fund's weighting in more defensive sectors, focusing on securities issued by companies with strong asset positions and a record of generating stable earnings. One such area of the market was the U.S. cable industry. We increased our holdings in names such as Cablevision, Charter Communications and Adelphia. Other fund holdings that met my investment criteria during the period included Six Flags, the largest regional theme park operator in the country; Allied Waste, a U.S. company specializing in waste management; and Horseshoe Gaming, which operates riverboat casinos in the South and Midwest. Each of these companies had their debt backed by strong earnings, giving me confidence about their ability to meet their debt obligations. I didn't have that same level of confidence about some of the fund's telecom and other holdings.

Q. Which securities boosted fund performance during the year?

A. One of the fund's strongest-performing securities was Intermedia, a telecom company that benefited from its acquisition by global communications giant WorldCom. Echostar, a successful satellite broadcaster with a strong balance sheet, also performed very well for the fund, as it continued to gain market share in the U.S. pay-television market. Also helping results was Plains Resources, an energy and oil-drilling company that benefited from its strong asset position.

Q. What's your outlook, Mark?

A. Interest rates continue to be very low. This should continue to attract investors to the relatively robust yields available in the high-yield market. In addition, I think market discipline may put some constraints on the supply of new high-yield bonds. If this happens, lower supply coupled with potential stronger demand for such securities could boost returns. But regardless of overall market conditions, I will continue to manage the fund cautiously, looking for attractive high-yield opportunities as they become available and working hard to avoid significant credit problems that could hurt future results.

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: 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 December 31, 2001, more than $1.4 billion

Manager: Mark Notkin, since October 2001; joined Fidelity in 1994

3

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments December 31, 2001

Showing Percentage of Net Assets

Corporate Bonds - 81.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 5.3%

Cable TV - 2.0%

EchoStar Communications Corp. 4.875%
1/1/07 (g)

Caa1

$ 32,665,000

$ 29,112,678

Healthcare - 0.7%

Total Renal Care Holdings:

7% 5/15/09 (g)

B3

1,370,000

1,395,688

7% 5/15/09

B2

9,120,000

9,291,000

10,686,688

Technology - 1.2%

Celestica, Inc. liquid yield option note 0% 8/1/20

Ba2

19,500,000

8,283,600

Sanmina-SCI Corp.
0% 9/12/20

Ba3

22,530,000

8,363,136

16,646,736

Telecommunications - 1.4%

Covad Communications Group, Inc. 6% 9/15/05 (d)(g)

-

9,000,000

1,980,000

Nextel Communications, Inc.:

5.25% 1/15/10

B1

17,595,000

10,623,861

6% 6/1/11 (g)

B1

5,463,000

4,052,863

6% 6/1/11

B1

4,759,000

3,509,763

20,166,487

TOTAL CONVERTIBLE BONDS

76,612,589

Nonconvertible Bonds - 76.4%

Aerospace - 0.8%

Alliant Techsystems, Inc. 8.5% 5/15/11

B2

10,955,000

11,338,425

Air Transportation - 0.5%

American Airlines pass thru trust 7.8% 4/1/08 (g)

Baa2

6,050,000

5,868,500

Delta Air Lines, Inc. pass thru trust certificate
7.92% 5/18/12

A3

1,195,000

1,123,276

6,991,776

Automotive - 0.6%

Lear Corp.:

7.96% 5/15/05

Ba1

3,920,000

3,978,800

8.11% 5/15/09

Ba1

4,000,000

4,040,000

8,018,800

Broadcasting - 1.6%

Nextmedia Operating, Inc. 10.75% 7/1/11 (g)

B3

8,280,000

8,528,400

Radio One, Inc.
8.875% 7/1/11

B3

10,120,000

10,524,800

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

4,580,000

4,305,200

23,358,400

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Building Materials - 0.1%

American Standard, Inc. 7.375% 2/1/08

Ba2

$ 1,180,000

$ 1,180,000

Cable TV - 10.6%

Adelphia
Communications Corp.:

9.875% 3/1/07

B2

3,365,000

3,314,525

10.25% 11/1/06

B2

900,000

909,000

10.25% 6/15/11

B2

17,950,000

17,770,500

10.5% 7/15/04

B2

2,540,000

2,565,400

10.875% 10/1/10

B2

3,470,000

3,530,725

Century
Communications Corp.:

8.375% 12/15/07

B2

843,000

779,775

8.75% 10/1/07

B2

2,100,000

1,974,000

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

8.625% 4/1/09

B2

6,710,000

6,441,600

9.625% 11/15/09

B2

660,000

666,600

10% 4/1/09

B2

7,310,000

7,492,750

10% 5/15/11

B2

17,360,000

17,707,200

11.125% 1/15/11

B2

5,670,000

6,010,200

CSC Holdings, Inc.
7.625% 4/1/11

Ba1

17,670,000

17,404,950

Diamond Cable Communications PLC yankee 13.25% 9/30/04

Caa3

6,435,000

1,769,625

Echostar Broadband Corp. 10.375% 10/1/07

B1

17,640,000

18,345,600

EchoStar DBS Corp. 9.375% 2/1/09

B1

22,150,000

22,814,500

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 11.875% 9/15/07

B2

210,000

219,450

International Cabletel, Inc. 11.5% 2/1/06

Caa2

20,540,000

6,572,800

NTL Communications Corp. 11.5% 10/1/08

B3

2,490,000

771,900

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

B2

5,245,000

5,192,550

Pegasus Satellite Communications, Inc.:

0% 3/1/07 (e)

Caa1

16,665,000

9,665,700

12.375% 8/1/06

B3

1,410,000

1,395,900

153,315,250

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Capital Goods - 0.0%

Kansas City Southern Railway Co.
9.5% 10/1/08

Ba2

$ 270,000

$ 294,300

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

B3

485,000

145,500

439,800

Chemicals - 0.5%

Compass Minerals Group, Inc. 10% 8/15/11 (g)

B3

1,400,000

1,463,000

Huntsman Corp.:

9.5% 7/1/07 (d)(g)

Ca

8,585,000

1,545,300

9.5% 7/1/07 (d)(g)

Ca

8,585,000

1,545,300

OM Group, Inc.
9.25% 12/15/11 (g)

B3

1,950,000

1,969,500

6,523,100

Consumer Products - 2.1%

Cott Beverages, Inc.
8% 12/15/11 (g)

B2

3,530,000

3,459,400

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

1,110,000

1,021,200

9.4% 12/1/02 (f)

Ba2

330,000

336,600

10% 11/1/08 (g)

Ba3

3,880,000

4,074,000

Playtex Products, Inc. 9.375% 6/1/11

B2

2,000,000

2,110,000

Quaker State Corp.
6.625% 10/15/05

Ba2

2,590,000

2,460,500

Revlon Consumer
Products Corp.:

8.125% 2/1/06

Caa3

4,030,000

2,679,950

9% 11/1/06

Caa3

4,800,000

3,216,000

12% 12/1/05 (g)

Caa1

4,790,000

4,742,100

Sealy Mattress Co.:

0% 12/15/07 (e)

B3

3,160,000

2,701,800

9.875% 12/15/07

B2

4,000,000

3,970,000

30,771,550

Containers - 1.5%

Applied Extrusion Technologies, Inc.
10.75% 7/1/11

B2

5,450,000

5,777,000

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

7,300,000

6,862,000

7.35% 5/15/08

B3

440,000

393,800

7.5% 5/15/10

B3

640,000

563,200

7.8% 5/15/18

B3

480,000

396,000

7.85% 5/15/04

B3

2,510,000

2,434,700

8.1% 5/15/07

B3

6,000,000

5,400,000

21,826,700

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Diversified Financial Services - 0.3%

MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. II
10.5% 6/15/09 (g)

B1

$ 3,620,000

$ 3,638,100

Diversified Media - 0.7%

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

Baa1

5,000,000

4,975,000

9.25% 11/1/07

Baa1

3,855,000

4,201,950

Lamar Media Corp. 8.625% 9/15/07

B1

320,000

334,400

9,511,350

Electric Utilities - 5.8%

AES Corp.:

7.375% 6/15/03

Ba1

3,430,000

3,258,500

8.75% 6/15/08

Ba1

970,000

853,600

8.875% 2/15/11

Ba1

3,800,000

3,287,000

9.375% 9/15/10

Ba1

24,840,000

21,735,000

9.5% 6/1/09

Ba1

740,000

651,200

CMS Energy Corp.
9.875% 10/15/07

Ba3

14,700,000

15,288,000

Edison Mission Energy:

9.875% 4/15/11

Baa3

6,390,000

6,453,900

10% 8/15/08

Baa3

7,500,000

7,575,000

Mission Energy Holding Co. 13.5% 7/15/08

Ba2

2,450,000

2,695,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

3,625,000

3,480,000

6.25% 3/1/04

B3

2,875,000

2,760,000

8.375% 5/1/25

B3

1,390,000

1,341,350

PG&E National Energy Group, Inc.
10.375% 5/16/11

Baa2

14,645,000

15,230,800

84,609,350

Energy - 3.9%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp.
8.875% 2/15/08

Ba3

4,620,000

4,793,250

Canadian Forest Oil Ltd. yankee 8.75% 9/15/07

B1

4,420,000

4,552,600

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

7,251,000

7,287,255

8.125% 4/1/11

B1

14,110,000

13,616,150

8.375% 11/1/08 (g)

B1

1,440,000

1,418,400

Forest Oil Corp.
8% 12/15/11 (g)

Ba3

3,450,000

3,450,000

Luscar Coal Ltd.
9.75% 10/15/11 (g)

Ba3

2,120,000

2,194,200

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

5,000,000

5,100,000

Series D, 10.25% 3/15/06

B2

6,615,000

6,747,300

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Energy - continued

Plains Resources, Inc.: - continued

Series F, 10.25% 3/15/06

B2

$ 3,270,000

$ 3,335,400

Westport Resources Corp. 8.25% 11/1/11 (g)

Ba3

4,670,000

4,740,050

57,234,605

Entertainment/Film - 1.5%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,915,000

4,742,975

9.5% 2/1/11

Caa3

5,115,000

4,935,975

Cinemark USA, Inc.:

8.5% 8/1/08

Caa2

8,515,000

7,663,500

9.625% 8/1/08

Caa2

4,925,000

4,678,750

22,021,200

Environmental - 1.8%

Allied Waste
North America, Inc.:

7.625% 1/1/06

Ba3

13,340,000

12,939,800

7.875% 1/1/09

Ba3

710,000

685,150

8.5% 12/1/08 (g)

Ba3

6,090,000

6,090,000

8.875% 4/1/08

Ba3

6,580,000

6,711,600

26,426,550

Food and Drug Retail - 2.1%

AmerisourceBergen Corp. 8.125% 9/1/08

Ba3

1,620,000

1,676,700

Great Atlantic & Pacific Tea, Inc. 9.125% 12/15/11

B2

6,000,000

6,030,000

Rite Aid Corp.:

7.125% 1/15/07

Caa2

4,990,000

4,191,600

7.625% 4/15/05

Caa2

18,750,000

16,312,500

7.7% 2/15/27

Caa2

350,000

248,500

11.25% 7/1/08

Caa2

2,140,000

2,033,000

30,492,300

Food/Beverage/Tobacco - 0.9%

Dean Foods Co.:

6.625% 5/15/09

Baa2

220,000

198,000

8.15% 8/1/07

Baa2

1,190,000

1,166,200

Del Monte Corp.
9.25% 5/15/11

B3

9,955,000

10,353,200

Smithfield Foods, Inc.
8% 10/15/09 (g)

Ba2

1,400,000

1,421,000

13,138,400

Gaming - 4.7%

Argosy Gaming Co.
9% 9/1/11

B2

5,290,000

5,501,600

Coast Hotels & Casinos, Inc. 9.5% 4/1/09

B2

1,393,000

1,427,825

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Harrah's
Operating Co., Inc.:

7.5% 1/15/09

Baa3

$ 3,000,000

$ 2,992,500

8% 2/1/11

Baa3

1,000,000

1,025,000

Horseshoe Gaming LLC 8.625% 5/15/09

B2

24,160,000

25,247,200

International Game Technology:

7.875% 5/15/04

Ba1

2,250,000

2,323,125

8.375% 5/15/09

Ba1

3,550,000

3,727,500

MGM Mirage, Inc.
8.5% 9/15/10

Baa3

990,000

1,009,800

Mirage Resorts, Inc.:

6.625% 2/1/05

Baa3

930,000

909,537

7.25% 10/15/06

Baa3

230,000

226,019

Station Casinos, Inc. 8.375% 2/15/08

Ba3

15,120,000

15,422,400

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

940,000

893,000

yankee:

8.625% 12/15/07

Ba3

2,750,000

2,585,000

9% 3/15/07

Ba3

2,880,000

2,764,800

Wheeling Island
Gaming, Inc.
10.125% 12/15/09 (g)

B3

1,510,000

1,532,650

67,587,956

Healthcare - 4.8%

ALARIS Medical, Inc.:

0% 8/1/08 (e)

Caa2

3,460,000

2,041,400

9.75% 12/1/06

Caa1

4,100,000

3,864,250

11.625% 12/1/06 (g)

B2

2,320,000

2,505,600

Alderwoods Group, Inc.:

11% 1/2/07

-

1,070,000

1,078,025

12.25% 1/2/09

-

700,000

756,000

DaVita, Inc.
9.25% 4/15/11

B2

12,450,000

13,197,000

HealthSouth Corp.:

8.375% 10/1/11 (g)

Ba1

8,020,000

8,190,425

8.5% 2/1/08

Ba1

2,220,000

2,286,600

IASIS Healthcare Corp. 13% 10/15/09

B3

6,750,000

7,374,375

Mariner Post-Acute Network, Inc.
9.5% 11/1/07 (d)

C

11,630,000

1,163

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (g)

Ba3

8,500,000

8,160,000

Service Corp.
International (SCI):

6% 12/15/05

B1

5,000,000

4,300,000

7.2% 6/1/06

B1

1,000,000

920,000

Stewart Enterprises, Inc. 10.75% 7/1/08

B2

5,000,000

5,475,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Healthcare - continued

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

$ 460,000

$ 501,400

Triad Hospitals, Inc.
8.75% 5/1/09

B1

8,940,000

9,297,600

69,948,838

Homebuilding/Real Estate - 3.3%

Beazer Homes USA, Inc. 8.625% 5/15/11

Ba2

3,415,000

3,521,719

D.R. Horton, Inc.:

7.875% 8/15/11

Ba1

1,470,000

1,425,900

8% 2/1/09

Ba1

3,630,000

3,557,400

Lennar Corp.
9.95% 5/1/10

Ba1

3,040,000

3,321,200

LNR Property Corp.:

9.375% 3/15/08

Ba3

3,090,000

3,059,100

10.5% 1/15/09

Ba3

10,000,000

10,200,000

Ryland Group, Inc.
9.125% 6/15/11

Ba3

5,000,000

5,150,000

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

7,900,000

7,979,000

WCI Communities, Inc. 10.625% 2/15/11

B1

10,000,000

10,300,000

48,514,319

Hotels - 0.5%

Host Marriott LP
8.375% 2/15/06

Ba3

3,490,000

3,350,400

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

B2

5,000,000

4,600,000

7,950,400

Leisure - 2.9%

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

7,350,000

7,350,000

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

11,000,000

11,440,000

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,000,000

850,000

9.25% 4/1/06

B3

13,995,000

14,169,938

9.75% 6/15/07

B3

4,610,000

4,656,100

Six Flags, Inc.
9.5% 2/1/09

B3

3,500,000

3,552,500

42,018,538

Metals/Mining - 3.0%

Century Aluminum Co. 11.75% 4/15/08

Ba3

5,000,000

5,175,000

Freeport-McMoRan
Copper & Gold, Inc.:

7.2% 11/15/26

B3

11,000,000

9,762,500

7.5% 11/15/06

B3

1,880,000

1,363,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

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

B1

$ 14,509,000

$ 15,560,903

Phelps Dodge Corp.
8.75% 6/1/11

Baa3

12,725,000

12,279,625

44,141,028

Paper - 2.0%

Packaging Corp. of America 9.625% 4/1/09

Ba2

12,000,000

13,020,000

Riverwood
International Corp.:

10.25% 4/1/06

B-

510,000

525,300

10.625% 8/1/07

B3

6,270,000

6,520,800

Stone Container Corp.:

9.75% 2/1/11

B2

6,775,000

7,249,250

12.58% 8/1/16 (h)

B2

1,150,000

1,207,500

28,522,850

Publishing/Printing - 3.9%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

20,059,600

CanWest Media, Inc. 10.625% 5/15/11

B2

14,680,000

15,560,800

Hollinger Participation
Trust 12.125% 11/15/10 pay-in-kind (g)

B3

7,000,000

5,880,000

World Color Press, Inc. 7.75% 2/15/09

Baa2

590,000

590,000

Yell Finance BV:

0% 8/1/11 (e)

B2

11,180,000

6,596,200

10.75% 8/1/11

B2

8,000,000

8,560,000

57,246,600

Railroad - 1.1%

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

10,180,000

9,111,100

10.25% 6/15/07

B1

7,695,000

7,194,825

16,305,925

Restaurants - 1.6%

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

B2

2,875,000

3,018,750

Domino's, Inc.
10.375% 1/15/09

B3

5,130,000

5,437,800

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

14,180,000

14,853,550

23,310,100

Services - 1.2%

Iron Mountain, Inc.:

8.25% 7/1/11

B2

520,000

533,000

8.625% 4/1/13

B2

10,430,000

10,821,125

8.75% 9/30/09

B2

2,870,000

2,956,100

Pierce Leahy Command Co. yankee 8.125% 5/15/08

B2

755,000

773,875

Pierce Leahy Corp.
9.125% 7/15/07

B2

1,800,000

1,876,500

16,960,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Shipping - 1.1%

Teekay Shipping Corp.:

8.875% 7/15/11 (g)

Ba2

$ 1,550,000

$ 1,588,750

8.875% 7/15/11

Ba2

12,210,000

12,515,250

Transport Maritima Mexicana SA de CV yankee:

9.5% 5/15/03

Ba3

1,000,000

825,000

10.25% 11/15/06

Ba3

970,000

732,350

15,661,350

Super Retail - 1.2%

JCPenney Co., Inc.:

6.9% 8/15/26

Ba2

5,260,000

5,154,800

7.375% 6/15/04

Ba2

670,000

649,900

7.375% 8/15/08

Ba2

1,060,000

1,022,900

7.4% 4/1/37

Ba2

8,920,000

8,697,000

7.6% 4/1/07

Ba2

1,790,000

1,754,200

17,278,800

Technology - 1.1%

Fairchild
Semiconductor Corp.:

10.375% 10/1/07

B2

1,830,000

1,912,350

10.5% 2/1/09

B2

1,840,000

1,941,200

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba2

3,380,000

3,565,900

Micron Technology, Inc. 6.5% 9/30/05 (i)

B3

10,000,000

9,150,000

16,569,450

Telecommunications - 7.9%

American Cellular Corp. 9.5% 10/15/09

B2

1,000,000

975,000

AXXENT, Inc. 15% 12/30/04 (d)(i)

-

17,227,552

689,102

Covad Communications Group, Inc.:

12% 2/15/10 (d)

-

15,500,000

3,720,000

12.5% 2/15/09 (d)

-

7,684,000

2,074,680

Crown Castle
International Corp.:

9.375% 8/1/11

B3

5,490,000

5,037,075

10.75% 8/1/11

B3

5,480,000

5,370,400

Dobson Communications Corp. 10.875% 7/1/10

B3

10,000,000

10,400,000

Millicom International Cellular SA yankee 13.5% 6/1/06

Caa1

11,810,000

7,794,600

Nextel Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

11,395,800

12% 11/1/08

B1

2,495,000

2,170,650

Orbital Imaging Corp.:

11.625% 3/1/05 (d)

-

7,110,000

1,279,800

11.625% 3/1/05 (d)

-

3,680,000

662,400

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

PanAmSat Corp.
6% 1/15/03

Baa3

$ 570,000

$ 550,050

PTC International
Finance II SA yankee 11.25% 12/1/09

B2

12,950,000

13,079,500

Satelites Mexicanos SA
de CV 8.21% 6/30/04 (g)(h)

B1

12,567,000

10,933,290

SBA Communications Corp. 10.25% 2/1/09

B3

3,140,000

2,700,400

SpectraSite Holdings, Inc.:

0% 4/15/09 (e)

B3

14,500,000

4,060,000

0% 3/15/10 (e)

B3

1,030,000

226,600

10.75% 3/15/10

B3

7,885,000

3,863,650

12.5% 11/15/10

B3

2,220,000

1,132,200

TeleCorp PCS, Inc.
0% 4/15/09 (e)

B3

5,000,000

4,375,000

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

7,350,000

6,247,500

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

Baa1

2,637,000

2,248,043

10.375% 11/15/09

Baa1

12,043,000

13,608,590

114,594,330

Textiles & Apparel - 0.8%

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

4,100,000

The William Carter Co. 10.875% 8/15/11 (g)

B3

6,870,000

7,247,850

11,347,850

TOTAL NONCONVERTIBLE BONDS

1,108,794,590

TOTAL CORPORATE BONDS

(Cost $1,242,697,644)

1,185,407,179

Asset-Backed Securities - 0.0%

Airplanes pass thru trust 10.875% 3/15/19
(Cost $776,432)

B2

716,083

93,091

Commercial Mortgage Securities - 1.7%

Commercial Mortgage
Asset Trust Series 1999-C1 Class F,
6.25% 11/17/13 (g)

Ba1

4,750,000

3,311,641

LB Multi-family Mortgage Trust Series 1991-4
Class A1, 6.968% 4/25/21 (h)

Caa1

1,720,963

1,531,658

Meritor Mortgage Security Corp. Series 1987-1
Class B, 9.4% 2/1/10 (g)(j)

-

1,350,000

103,410

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.4977% 11/18/31 (g)(h)

Ba1

$ 4,500,000

$ 3,865,500

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30 (g)

BB

4,500,000

3,595,781

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30 (g)

BB+

2,553,000

1,772,739

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 6.6% 1/15/03 (g)(h)

-

1,915,000

1,843,929

Series 1998-ST1A
Class B1A, 4.83% 1/15/03 (g)(h)

-

4,000,000

3,919,279

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

BB+

2,600,000

2,554,500

Series 1995-C1 Class F, 7.375% 9/25/24 (g)

-

2,000,000

1,980,000

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $23,190,850)

24,478,437

Common Stocks - 0.2%

Shares

Automotive - 0.0%

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

7,380

74

Capital Goods - 0.0%

Tokheim Corp. (a)

171,635

471,996

Diversified Financial Services - 0.1%

Delta Financial Corp. warrants 12/21/10 (a)

14,310

143

Delta Funding Residual Exchange Co. LLC Class A (membership interest) (a)

1,350

515,700

Delta Funding Residual
Management, Inc. (a)

1,350

0

ECM Corp. LP (g)

3,000

258,000

773,843

Healthcare - 0.0%

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

Homebuilding/Real Estate - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (i)

79,800

1

Class B (i)

19,817

0

1

Hotels - 0.0%

MOA Hospitality, Inc. (a)

3,000

12,000

Technology - 0.0%

Ampex Corp. Class A (a)

9,600

1,344

Shares

Value
(Note 1)

Telecommunications - 0.0%

AXXENT, Inc. Class B (a)

448,319

$ 11,267

Textiles & Apparel - 0.1%

Arena Brands Holdings Corp. Class B

48,889

1,087,780

TOTAL COMMON STOCKS

(Cost $15,200,721)

2,358,337

Nonconvertible Preferred Stocks - 8.3%

Cable TV - 2.7%

CSC Holdings, Inc.:

Series H, $11.75

180,761

19,431,808

Series M, $11.125

184,123

19,655,130

39,086,938

Diversified Financial Services - 0.6%

American Annuity Group Capital
Trust II $88.75

8,910

8,480,093

Delta Financial Corp. Series A, $10.00 (a)

1,350

0

8,480,093

Healthcare - 0.7%

Fresenius Medical Care Capital
Trust II $78.75

10,025

10,193,861

Homebuilding/Real Estate - 0.6%

Swerdlow Real Estate Group, Inc.:

junior (i)

19,817

0

mezzanine (i)

79,800

1

senior (i)

79,800

8,309,438

8,309,439

Technology - 0.0%

Ampex Corp. 8% non-cumulative

350

546,000

Telecommunications - 3.7%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

12,550

8,157,500

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

3,629

3,860,349

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

32,309

18,739,220

Series E, $111.25 pay-in-kind

48,027

23,052,960

XO Communications, Inc.
$7.00 pay-in-kind

18

18

53,810,047

TOTAL NONCONVERTIBLE
PREFERRED STOCKS

(Cost $156,131,963)

120,426,378

Floating Rate Loans - 1.4%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Automotive - 0.7%

Accuride Corp. Tranche B term loan 7.5% 1/23/06 (h)

-

$ 4,617,037

$ 3,970,652

Tenneco Automotive, Inc.:

Tranche B term loan
5.95% 12/30/07 (h)

B2

4,223,301

3,463,107

Tranche C term loan
6.2% 6/30/08 (h)

B2

4,223,301

3,463,107

10,896,866

Broadcasting - 0.2%

Telemundo Group, Inc. Tranche B term loan 5.25% 5/15/08 (h)

-

3,000,000

3,007,500

Cable TV - 0.4%

Charter Communication Operating LLC Tranche B term loan 4.87% 3/18/08 (h)

Ba3

6,000,000

5,880,000

Textiles & Apparel - 0.1%

Synthetic Industries, Inc. term loan 15% 6/14/08 (h)

-

3,600,000

1,080,000

TOTAL FLOATING RATE LOANS

(Cost $23,239,985)

20,864,366

Money Market Funds - 4.1%

Shares

Fidelity Cash Central Fund, 1.94% (c)
(Cost $60,178,583)

60,178,583

60,178,583

Cash Equivalents - 0.3%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.65%, dated 12/31/01 due 1/2/02
(Cost $4,067,000)

$ 4,067,373

4,067,000

TOTAL INVESTMENT PORTFOLIO - 97.7%

(Cost $1,525,483,178)

1,417,873,371

NET OTHER ASSETS - 2.3%

33,923,788

NET ASSETS - 100%

$ 1,451,797,159

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. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(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 $159,377,323 or 11.0% of net assets.

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

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

(j) Partial interest payment received on the last interest payment date.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 -
12/31/00

$ 16,695,295

Micron Technology, Inc.
6.5% 9/30/05

3/3/99 -
0/7/99

$ 7,794,500

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

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

0.1%

AAA, AA, A

0.8%

Baa

5.7%

BBB

5.4%

Ba

22.2%

BB

20.1%

B

46.0%

B

51.0%

Caa

10.0%

CCC

4.4%

Ca, C

0.2%

CC, C

0.2%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 2%. FMR has determined that unrated debt securities that are lower quality account for 2% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $2,223,080,248 and $2,079,602,839, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $22,661 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $18,148,542 or 1.3% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $20,864,366 or 1.4% 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 $16,393,833. The weighted average interest rate was 4.71%. Interest expense includes $12,892 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $12,301,333. The weighted average interest rate was 4.3%. Interest earned from the interfund lending program amounted to $4,403 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $10,089,000. The weighted average interest rate was 5.79%. Interest expense includes $4,868 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

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.

$ -

$ 2,402,081

$ -

$ -

Polymer
Group, Inc.

663,660

7,863,553

-

-

Tokheim Corp.

-

141,231

-

-

TOTALS

$ 663,660

$ 10,406,865

$ -

$ -

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $1,518,271,868. Net unrealized depreciation aggregated $100,398,497, of which $49,762,295 related to appreciated investment securities and $150,160,792 related to depreciated investment securities.

At December 31, 2001, the fund had a capital loss carryforward of approximately $1,229,518,000 of which $78,331,000, $378,633,000 and $772,554,000 will expire on December 31, 2007, 2008 and 2009, respectively.

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

December 31, 2001

Assets

Investment in securities, at value (including repurchase agreements of $4,067,000)
(cost $1,525,483,178) -
See accompanying schedule

$ 1,417,873,371

Cash

6,684,147

Receivable for investments sold

4,354,962

Receivable for fund shares sold

10,235,762

Dividends receivable

1,438,459

Interest receivable

30,225,526

Total assets

1,470,812,227

Liabilities

Payable for investments purchased

$ 11,108,246

Payable for fund shares redeemed

7,023,914

Accrued management fee

712,768

Distribution fees payable

23,940

Other payables and
accrued expenses

146,200

Total liabilities

19,015,068

Net Assets

$ 1,451,797,159

Net Assets consist of:

Paid in capital

$ 2,587,750,366

Undistributed net investment income

265,180,350

Accumulated undistributed net realized gain (loss) on investments

(1,293,523,675)

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

(107,609,882)

Net Assets

$ 1,451,797,159

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,201,085,050
÷
187,427,629 shares)

$6.41

Service Class:
Net Asset Value, offering price
and redemption price
per share ($234,203,794
÷
36,682,122 shares)

$6.38

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($16,508,315
÷ 2,596,982
shares)

$6.36

Statement of Operations

Year ended December 31, 2001

Investment Income

Dividends

$ 18,721,823

Interest

188,913,893

Total income

207,635,716

Expenses

Management fee

$ 9,387,257

Transfer agent fees

1,054,065

Distribution fees

269,934

Accounting fees and expenses

478,264

Non-interested trustees' compensation

4,498

Custodian fees and expenses

58,402

Audit

45,186

Legal

27,877

Interest

17,760

Miscellaneous

483,638

Total expenses before reductions

11,826,881

Expense reductions

(107,246)

11,719,635

Net investment income

195,916,081

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $5,961,298 on sales of investments in affiliated issuers)

(848,680,562)

Change in net unrealized appreciation (depreciation) on:

Investment securities

459,973,834

Assets and liabilities in
foreign currencies

(75)

459,973,759

Net gain (loss)

(388,706,803)

Net increase (decrease) in net assets resulting from operations

$ (192,790,722)

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

Annual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 195,916,081

$ 241,029,869

Net realized gain (loss)

(848,680,562)

(394,809,674)

Change in net unrealized appreciation (depreciation)

459,973,759

(345,968,584)

Net increase (decrease) in net assets resulting from operations

(192,790,722)

(499,748,389)

Distributions to shareholders from net investment income

(225,311,206)

(160,774,241)

Share transactions - net increase (decrease)

170,357,427

(151,517,210)

Total increase (decrease) in net assets

(247,744,501)

(812,039,840)

Net Assets

Beginning of period

1,699,541,660

2,511,581,500

End of period (including undistributed net investment income of $265,180,350 and
$308,860,512, respectively)

$ 1,451,797,159

$ 1,699,541,660

Other Information:

Year ended
December 31, 2001

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

144,472,534

$ 1,039,766,530

68,262,740

$ 656,033,666

Reinvested

24,517,471

193,933,192

13,813,362

144,073,366

Redeemed

(160,943,304)

(1,145,326,697)

(102,114,895)

(1,010,388,142)

Net increase (decrease)

8,046,701

$ 88,373,025

(20,038,793)

$ (210,281,110)

Service Class
Sold

28,397,679

$ 203,316,935

14,344,038

$ 139,520,383

Reinvested

3,882,761

30,634,983

1,603,673

16,694,232

Redeemed

(23,505,039)

(165,986,997)

(10,538,595)

(102,893,478)

Net increase (decrease)

8,775,401

$ 67,964,921

5,409,116

$ 53,321,137

Service Class 2 A
Sold

2,198,430

$ 15,105,054

583,490

$ 5,445,535

Reinvested

94,413

743,031

639

6,643

Redeemed

(278,883)

(1,828,604)

(1,107)

(9,415)

Net increase (decrease)

2,013,960

$ 14,019,481

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 193,933,192

$ 144,073,366

Service Class

30,634,983

16,694,232

Service Class 2 A

743,031

6,643

Total

$ 225,311,206

$ 160,774,241

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

Years ended December 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Income from Investment Operations

Net investment income E

.849 H

1.123

1.095

1.111

1.124

Net realized and unrealized gain (loss)

(1.619) H

(3.513)

(.195)

(1.591)

.936

Total from investment operations

(.770)

(2.390)

.900

(.480)

2.060

Less Distributions

From net investment income

(1.000)

(.750)

(1.075)

(.970)

(.890)

From net realized gain

-

-

(.030)

(.600)

(.110)

In excess of net realized gain

-

-

(.005)

-

-

Total distributions

(1.000)

(.750)

(1.110)

(1.570)

(1.000)

Net asset value, end of period

$ 6.410

$ 8.180

$ 11.320

$ 11.530

$ 13.580

Total Return C, D

(11.73)%

(22.54)%

8.25%

(4.33)%

17.67%

Ratios to Average Net Assets G

Expenses before expense reductions

.71%

.68%

.69%

.70%

.71%

Expenses net of voluntary waivers, if any

.71%

.68%

.69%

.70%

.71%

Expenses net of all reductions

.70%

.68%

.69%

.70%

.71%

Net investment income

12.08% H

11.38%

9.80%

9.14%

8.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,201,085

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

Portfolio turnover rate

138%

68%

82%

92%

118%

Financial Highlights - Service Class

Years ended December 31,

2001

2000

1999

1998

1997 F

Selected Per-Share Data

Net asset value, beginning of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income E

.833 H

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(1.613) H

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(.780)

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.990)

(.740)

(1.075)

(.970)

-

From net realized gain

-

-

(.030)

(.600)

-

In excess of net realized gain

-

-

(.005)

-

-

Total distributions

(.990)

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 6.380

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C, D

(11.90)%

(22.68)%

8.08%

(4.34)%

1.42%

Ratios to Average Net Assets G

Expenses before expense reductions

.81%

.78%

.79%

.82%

.81% A

Expenses net of voluntary waivers, if any

.81%

.78%

.79%

.82%

.81% A

Expenses net of all reductions

.81%

.78%

.79%

.82%

.80% A

Net investment income

11.97% H

11.28%

9.69%

9.51%

10.75% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 234,204

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Portfolio turnover rate

138%

68%

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.127 for Initial Class and $.126 for Service Class and decrease net realized and unrealized gain (loss) per share by $.127 for Initial Class and $.126 for Service Class. Without this change the ratio of net investment income to average net assets would have been 10.27% for Initial Class and 10.17% for Service Class. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 8.130

$ 11.140

Income from Investment Operations

Net investment income E

.788 H

.936

Net realized and unrealized gain (loss)

(1.568) H

(3.206)

Total from investment operations

(.780)

(2.270)

Less Distributions

From net investment income

(.990)

(.740)

Net asset value, end of period

$ 6.360

$ 8.130

Total Return B, C, D

(11.93)%

(21.83)%

Ratios to Average Net Assets G

Expenses before expense reductions

.98%

1.01% A

Expenses net of voluntary waivers, if any

.98%

1.01% A

Expenses net of all reductions

.98%

1.01% A

Net investment income

11.81% H

11.04% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 16,508

$ 4,742

Portfolio turnover rate

138%

68%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period January 12, 2000 (commencement of sale of shares) to December 31, 2000.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.121 and decrease net realized and unrealized gain (loss) per share by $.121. Without this change the ratio of net investment income to average net assets would have been 10.00%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

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

High Income Portfolio

Notes to Financial Statements

For the period ended December 31, 2001

1. Significant Accounting Policies.

High Income Portfolio (the fund) is a fund of Variable Insurance Products Fund (the trust) (referred to in this report as Fidelity Variable Insurance Products: High 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: Initial Class shares, Service Class shares and Service Class 2 shares. 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 differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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 all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which 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 amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. The fund 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 fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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 are primarily due to differing treatments for litigation proceeds, defaulted bonds, market discount, non-taxable dividends, 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. Temporary book and tax basis differences will reverse in a subsequent period.

As of December 31, 2001, undistributed net income and accumulated loss on a tax basis were as follows:

Undistributed
ordinary income

$ 146,847,462

Capital loss carryforward

$ (1,229,518,471)

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Distributions to Shareholders - continued

The tax character of distributions paid during the year was as follows:

Ordinary
Income

Long-Term
Capital Gains

Initial Class

$ 193,933,192

$ -

Service Class

30,634,983

-

Service Class 2

743,031

-

$ 225,311,206

$ -

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.

Change in Accounting Principle. Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $14,422,258 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on January 1, 2001.

The effect of this change during the period, was to increase net investment income by $29,333,916; decrease net unrealized appreciation/depreciation by $5,098,784; and decrease net realized gain (loss) by $24,235,132. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

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 custodian bank. 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.

Restricted Securities. The fund may 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 captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The fund may 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. Information regarding loans and other direct debt instruments 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 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. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .45% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .58% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee. For the period, the Service 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.

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.

Service Class

$ 243,657

Service Class 2

26,277

$ 269,934

High Income Portfolio

Notes to Financial Statements - 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 annual rate of .07% of average net assets.

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

Initial Class

$ 883,600

Service Class

161,507

Service Class 2

8,958

$ 1,054,065

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $337,135 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $100,059 of the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $7,187.

8. Other Information.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, held 12% of the total outstanding shares of the fund. In addition, two unaffiliated insurance companies held 58% of the total outstanding shares of the fund.

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 in "Other Information" at the end of each applicable fund's Schedule of Investments.

High Income Portfolio

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and the Shareholders of High Income Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of High Income Portfolio (a fund of Variable Insurance Products Fund) at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the High Income Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 11, 2002

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible
for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for
William O. McCoy and William S. Stavropoulos, each of the Trustees oversees 262 funds advised by FMR. Mr. McCoy oversees 264 funds advised by FMR and Mr. Stavropoulos oversees 180 funds advised by FMR.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any Special Meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or
any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the
past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity
at 1-888-622-3175.

Interested Trustees*:

The business address of each Trustee who is an "interested person" (as defined in the 1940 Act) is 82 Devonshire Street, Boston,
Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (71)**

Year of Election or Appointment: 1981

President of VIP High Income. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; a Director of Fidelity Management & Research (U.K.) Inc.; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (40)**

Year of Election or Appointment: 2001

Senior Vice President of VIP High Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and
a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (58)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity ® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with one or more of the trust, the fund's investment adviser, FMR, and the fund's distribution agent, FDC.

** Edward C. Johnson 3d, Trustee and President of the funds, is Abigail P. Johnson's father.

Annual Report

Trustees and Officers - continued

Non-Interested Trustees:

The business address of each non-interested Trustee (that is, the Trustees other than the Interested Trustees) is Fidelity Investments,
P. O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (59)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP
(accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of AT&T (2001), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the
Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped),
and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

Ralph F. Cox (69)

Year of Election or Appointment: 1991

President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of Waste Management Inc. (non-hazardous waste), CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (70)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (cosmetics) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (industrial conglomerate), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998).

Robert M. Gates (58)

Year of Election or Appointment: 1997

Consultant, educator, and lecturer. Mr. Gates was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Mr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), TRW Inc.
(automotive, space, defense, and information technology), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously,
Mr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines) and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Mr. Gates also is a Trustee of the Forum for
International Policy.

Donald J. Kirk (69)

Year of Election or Appointment: 1987

Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section, a
Public Governor of the National Association of Securities Dealers, Inc. (1996), and of the American Stock Exchange (2001), a Director and former Chairman of the Board of Directors of National Arts Stabilization Inc., a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, and a Director of the Yale-New Haven Health Services Corp. (1998).
Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (55)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO
Chemical Corporation and Vastar Resources, Inc. Ms. Knowles is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (57)

Year of Election or Appointment: 2000

Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation ("IBM") from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (telecommunications testing and management). He is also Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (industrial conglomerate, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Marvin L. Mann (68)

Year of Election or Appointment: 1993

Chairman of the non-interested Trustees (2001), Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where
he remains a member of the Board. Prior to 1991, he held the positions of Vice President of IBM and President and General
Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of Imation Corp. (imaging and information storage, 1997). He is also a Board member of Acterna Corporation (telecommunications testing and management, 1999).

William O. McCoy (68)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty
Corporation (real estate), Progress Energy, Inc. (electric utility, 1996), and Acterna Corporation (telecommunications testing and management, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of
Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (62)

Year of Election or Appointment: 2001

Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy
Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

High Income Portfolio

Trustees and Officers - continued

Executive Officers:

The business address of each executive officer is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Robert A. Lawrence (49)

Year of Election or Appointment: 2000

Vice President of VIP High Income. Mr. Lawrence serves as Vice President of certain High Income Bond Funds (2000), Vice President of Fidelity Real Estate High Income Fund and Fidelity Real Estate High Income Fund II (1996), Vice President of certain Equity Funds (1997), and Senior Vice President of FMR Co., Inc. (2001) and FMR.

Mark J. Notkin (37)

Year of Election or Appointment: 2001

Vice President of VIP High Income and other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Notkin
managed a variety of Fidelity funds.

Eric D. Roiter (53)

Year of Election or Appointment: 1998

Secretary of VIP High Income. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Secretary of Fidelity Southwest Company (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Robert A. Dwight (43)

Year of Election or Appointment: 2000

Treasurer of VIP High Income. Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and Vice President of FMR (2000). Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). He also served as Vice President of FMR Co., Inc. (2001). Before joining Fidelity, Mr. Dwight was Senior Vice President
of fund accounting operations for The Boston Company.

Maria F. Dwyer (43)

Year of Election or Appointment: 2000

Deputy Treasurer of VIP High Income. She also serves as Deputy Treasurer of other Fidelity funds (2000) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

John H. Costello (55)

Year of Election or Appointment: 1986

Assistant Treasurer of VIP High Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee
of FMR.

Paul F. Maloney (52)

Year of Election or Appointment: 2001

Assistant Treasurer of VIP High Income. Mr. Maloney also serves as Assistant Treasurer of other Fidelity funds (2001) and is an employee of FMR. Previously, Mr. Maloney served as Vice President of Fidelity Reporting, Accounting and Pricing Services (FRAPS).

Thomas J. Simpson (43)

Year of Election or Appointment: 2000

Assistant Treasurer of VIP High Income. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

High Income Portfolio

Distributions

Each Class designates 3% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Annual Report

Annual Report

High Income Portfolio

High Income Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPHI-ANN-0202 154189
1.540029.104

Fidelity® Variable Insurance Products:

Money Market Portfolio

Annual Report

December 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Trustees and Officers

<Click Here>

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 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

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
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Money Market -
Initial Class

4.18%

5.32%

4.92%

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

1/2/02

10/3/01

6/27/01

3/28/01

1/3/01

Fidelity VIP:

Money Market -

Initial Class

2.05%

3.21%

3.92%

5.16%

6.35%

MMDA

1.14%

1.50%

1.78%

1.97%

2.11%



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

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio - Service 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. The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset-based service fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past five year and ten year total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Money Market -
Service Class

4.10%

5.28%

4.90%

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

1/2/02

10/3/01

6/27/01

3/28/01

1/3/01

Fidelity VIP:

Money Market -

Service Class

2.00%

3.13%

3.82%

5.08%

6.25%

MMDA

1.14%

1.50%

1.78%

1.97%

2.11%



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

Annual 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 service 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 past five year and ten year total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Money Market -
Service Class 2

3.96%

5.20%

4.86%

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

1/2/02

10/3/01

6/27/01

3/28/01

1/3/01

Fidelity VIP:

Money Market -

Service Class 2

1.84%

2.99%

3.67%

4.96%

6.10%

MMDA

1.14%

1.50%

1.78%

1.97%

2.11%



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.

Annual 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 12 months that ended December 31, 2001?

A. During the entire period, the Federal Reserve Board moved aggressively to bolster economic growth. The Fed opened the year with a surprise cut in the rate banks charge each other for overnight loans - known as the fed funds target rate - and continued to lower it through the first eight months of 2001. As August turned to September, the market was divided as to whether the economy was recovering or if more Fed rate cuts were in the offing. Then came the events of September 11. From that point on, the terrorist attacks and their aftereffects were the most influential developments. After September 11, there was a sharp downturn in economic activity. The Fed responded immediately by implementing a 0.50 percentage-point cut in the fed funds rate on September 17, when the markets reopened. The Fed did so in order to stabilize the markets and reassure investors. Faced with continued evidence of moribund economic activity, the Fed implemented two more 0.50 percentage-point decreases in the fed funds rate at its meetings in October and November, and an additional cut of 0.25 percentage points in December. All told, the Fed brought the fed funds rate from 6.50% at the beginning of the period down to 1.75% at the end of 2001.

Q. What other economic developments had an effect on money markets in 2001?

A. Declining economic growth and the effects of September 11 caused the U.S. gross domestic product to contract by 1.1% in the third quarter of 2001. Through the fourth quarter, emerging data made it difficult to figure out whether or not the economy would recover. While declines in manufacturing activity and rising unemployment indicated a deep recession, consumer confidence and retail sales held up fairly well, indicating that the recession would remain rather moderate. Other factors that had an effect on the money markets were a steepening yield curve, a sharp increase in mortgage refinancing activity and a surge of money market fund inflows. In 2001, more than $430 billion poured into short-term funds, compared to $228 billion in 2000.

Q. What was your strategy with the fund?

A. In a declining interest rate environment, we looked to maintain a relatively long average maturity, in order to lock in yields before they declined. More recently, we sought to maintain a longer average maturity than our peers because we believed that current yields factor in aggressive interest-rate increases by the Fed that we don't think will occur. I focused the portfolio on government agency discount notes, due to concerns regarding the credit quality of longer-term corporate obligations. In addition, issuance of corporate paper declined as funding needs diminished during the economic slowdown, while agency issuance increased significantly. These developments, in turn, made government securities more attractively valued than many corporate alternatives.

Q. What's your outlook, Bob?

A. In spite of the aggressive rate-cutting program implemented by the Federal Reserve Board, the near-term outlook for the U.S. economy remains hard to discern. We expect that the rate cuts should help rekindle economic growth. Fourth-quarter data shows some signs that the economy has reached a bottom and may be headed toward a recovery. Consumer spending has remained steady, inventories have declined and lower interest rates have helped sustain the housing market. In fact, some believe that the rebound will come so quickly that the Fed will be forced to reverse direction and raise rates in order to head off inflation before it can arise. Nonetheless, history shows that the Fed usually waits until we are several months into a recovery before inaugurating rate hikes to curtail growth enough to subdue inflation. In turn, our feeling is that the Fed would not raise rates any earlier than mid-2002.

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: income and share-price stability by investing in high-quality, short-term instruments

Start date: April 1, 1982

Size: as of December 31, 2001, more than $2.7 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments December 31, 2001

Showing Percentage of Net Assets

Certificates of Deposit - 48.9%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 1.0%

J.P. Morgan Chase Bank

3/11/02

1.75%

$ 30,000,000

$ 30,000,000

London Branch, Eurodollar, Foreign Banks - 25.0%

Abbey National Treasury Services PLC

2/20/02

3.50

60,000,000

60,000,000

ABN-AMRO Bank NV

4/23/02

2.21

55,000,000

55,000,000

Alliance & Leicester PLC

2/13/02

1.92

5,000,000

5,000,030

4/26/02

2.23

5,000,000

5,000,079

Australia & New Zealand Banking Group Ltd.

6/11/02

2.10

10,000,000

10,011,677

Bank of Nova Scotia

2/6/02

1.90

40,000,000

40,000,000

Bank of Scotland Treasury Services PLC

2/4/02

1.95

10,000,000

10,000,000

2/6/02

3.56

15,000,000

15,000,127

Barclays Bank PLC

1/22/02

2.05

10,000,000

10,000,000

2/19/02

1.84

15,000,000

15,000,000

Bayerische Hypo-und Vereinsbank AG

2/22/02

2.29

10,000,000

10,000,000

3/11/02

1.86

10,000,000

10,000,000

5/29/02

2.15

15,000,000

15,000,000

Bayerische Landesbank Girozentrale

5/23/02

2.10

15,000,000

14,997,051

Commerzbank AG

2/4/02

1.93

5,000,000

5,007,711

Credit Agricole Indosuez

2/8/02

1.90

25,000,000

25,003,401

5/20/02

2.02

15,000,000

15,000,000

Dresdner Bank AG

2/7/02

1.88

20,000,000

20,000,000

3/11/02

1.90

20,000,000

20,000,000

5/23/02

2.10

10,000,000

9,999,205

Halifax PLC

2/11/02

1.90

5,000,000

5,000,000

2/14/02

1.78

25,000,000

25,000,000

3/12/02

1.76

25,000,000

25,001,928

ING Bank NV

2/7/02

1.87

5,000,000

5,000,000

2/7/02

1.88

5,000,000

5,000,000

2/13/02

3.50

5,000,000

5,000,000

2/19/02

3.47

40,000,000

40,000,000

3/18/02

1.82

10,000,000

10,000,000

5/23/02

2.08

5,000,000

5,000,000

Landesbank Baden-Wuerttemberg

4/25/02

2.24

5,000,000

5,000,000

5/7/02

2.08

30,000,000

30,001,037

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Lloyds TSB Bank PLC

2/19/02

1.92%

$ 50,000,000

$ 50,000,000

4/2/02

2.30

25,000,000

25,007,992

Merita Bank PLC

2/13/02

1.91

5,000,000

5,000,000

Nationwide Building Society

2/6/02

1.92

5,000,000

5,000,025

Norddeutsche Landesbank Girozentrale

2/1/02

1.86

5,000,000

5,000,808

3/18/02

1.80

40,000,000

40,000,420

UBS AG

5/3/02

3.60

25,000,000

25,000,000

Westdeutsche Landesbank Girozentrale

2/20/02

3.52

5,000,000

5,000,034

5/29/02

2.18

10,000,000

10,000,000

700,031,525

New York Branch, Yankee Dollar, Foreign Banks - 22.9%

Bank of Scotland Treasury Services PLC

3/4/02

3.30

30,000,000

30,002,957

Bayerische Hypo-und Vereinsbank AG

2/6/02

1.90

5,000,000

5,000,894

2/11/02

1.85

10,000,000

10,002,119

2/15/02

1.92

35,000,000

35,000,000

BNP Paribas SA

2/20/02

3.50

10,000,000

10,000,000

2/22/02

2.28

10,000,000

10,000,000

3/7/02

1.85

15,000,000

15,000,000

3/22/02

2.26

10,000,000

10,000,000

3/26/02

2.20

25,000,000

25,000,000

4/24/02

2.22

10,000,000

10,000,000

5/6/02

3.63

20,000,000

20,000,000

Commerzbank AG

2/7/02

1.91

10,000,000

10,000,000

Credit Agricole Indosuez

5/8/02

1.95

20,000,000

20,000,000

5/21/02

2.10

10,000,000

10,000,000

Credit Suisse First Boston Bank

1/22/02

1.90

50,000,000

50,000,000

Deutsche Bank AG

1/1/02

2.06 (a)

50,000,000

49,981,301

1/7/02

1.98 (a)

50,000,000

49,972,137

Dexia Bank SA

1/14/02

1.80 (a)

5,000,000

4,997,575

2/8/02

2.08

10,000,000

10,000,000

National Westminster Bank PLC

7/5/02

4.10

30,000,000

29,996,858

Norddeutsche Landesbank Girozentrale

4/30/02

2.10

5,000,000

4,999,996

Royal Bank of Canada

1/7/02

2.01 (a)

25,000,000

24,991,873

Certificates of Deposit - continued

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

New York Branch, Yankee Dollar, Foreign Banks - continued

Royal Bank of Canada - continued

1/22/02

1.83% (a)

$ 10,000,000

$ 9,996,142

11/20/02

2.55

28,500,000

28,458,872

Royal Bank of Scotland PLC

2/7/02

1.87

35,000,000

35,000,000

2/19/02

1.93

10,000,000

10,000,000

Societe Generale

1/14/02

1.80 (a)

5,000,000

4,997,718

UBS AG

5/20/02

2.01

16,000,000

16,000,000

6/10/02

1.96

56,000,000

56,000,000

11/27/02

2.56

25,000,000

25,000,000

Westdeutsche Landesbank Girozentrale

5/28/02

2.12

10,000,000

10,000,000

640,398,442

TOTAL CERTIFICATES OF DEPOSIT

1,370,429,967

Commercial Paper - 24.9%

American Home Products Corp.

1/29/02

1.98

5,000,000

4,992,300

Amsterdam Funding Corp.

2/5/02

1.89

25,000,000

24,954,306

AT&T Corp.

1/23/02

3.28

10,000,000

9,980,139

CBA Finance, Inc.

2/5/02

2.09

15,000,000

14,969,667

Citibank Credit Card Master Trust I (Dakota Certificate Program)

1/23/02

1.82

5,000,000

4,994,439

Commerzbank U.S. Finance, Inc.

2/6/02

1.93

35,000,000

34,932,625

Delaware Funding Corp.

1/9/02

1.98

10,198,000

10,193,513

Dexia Delaware LLC

3/12/02

1.75

20,000,000

19,932,333

Dominion Resources, Inc.

1/17/02

2.71

5,000,000

4,994,000

Enterprise Funding Corp.

1/9/02

2.00

4,372,000

4,370,057

1/22/02

2.10

25,000,000

24,969,521

Falcon Asset Securitization Corp.

1/16/02

2.00

13,000,000

12,989,167

1/23/02

1.90

26,165,000

26,134,620

Ford Motor Credit Co.

1/30/02

2.63

5,000,000

4,989,447

2/4/02

2.63

5,000,000

4,987,628

3/4/02

2.82

4,000,000

3,980,711

3/11/02

2.74

8,000,000

7,958,293

3/11/02

2.79

5,000,000

4,973,454

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

GE Capital International Funding, Inc.

3/21/02

1.82%

$ 25,000,000

$ 24,900,701

General Electric Capital Corp.

2/13/02

2.30

10,000,000

9,972,767

3/25/02

3.60

5,000,000

4,959,422

4/23/02

2.23

50,000,000

49,657,778

5/6/02

2.07

17,000,000

16,878,993

General Electric Capital Services, Inc.

3/11/02

3.41

12,500,000

12,419,859

3/12/02

3.45

10,000,000

9,934,083

5/21/02

2.10

10,000,000

9,919,111

General Mills, Inc.

1/14/02

2.63

5,000,000

4,995,269

1/30/02

2.51

5,000,000

4,989,931

3/1/02

2.72

5,000,000

4,977,875

3/1/02

2.74

5,000,000

4,977,711

Jupiter Securitization Corp.

1/17/02

2.00

31,190,000

31,162,276

1/29/02

1.90

20,000,000

19,970,444

Montauk Funding Corp.

2/19/02

2.32

10,000,000

9,968,694

New Center Asset Trust

2/1/02

1.92

15,000,000

14,975,329

Newport Funding Corp.

3/11/02

1.91

10,000,000

9,963,583

Phillips Petroleum Co.

1/29/02

2.53

5,000,000

4,990,200

Quincy Capital Corp.

1/7/02

1.97

12,293,000

12,288,964

Santander Finance, Inc.

2/13/02

3.53

15,000,000

14,937,919

2/15/02

1.93

15,000,000

14,964,000

3/5/02

1.87

25,000,000

24,918,625

Sears Roebuck Acceptance Corp.

2/4/02

3.07

5,000,000

4,985,597

2/7/02

3.28

9,000,000

8,969,938

Sheffield Receivables Corp.

1/7/02

1.95

25,666,000

25,657,659

1/23/02

2.11

30,110,000

30,071,359

Tyco International Group SA

1/17/02

2.21

10,000,000

9,990,222

1/31/02

2.00

5,000,000

4,991,667

UBS Finance, Inc.

2/13/02

1.76

15,000,000

14,968,646

Windmill Funding Corp.

1/31/02

1.88

25,000,000

24,960,833

2/12/02

1.86

5,000,000

4,989,208

2/26/02

1.86

25,000,000

24,928,056

TOTAL COMMERCIAL PAPER

696,532,939

Federal Agencies - 10.0%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae - 9.3%

Agency Coupons - 1.8%

1/2/02

1.56% (a)

$ 50,000,000

$ 49,975,914

Discount Notes - 7.5%

2/22/02

4.05

25,000,000

24,858,444

4/19/02

3.98

25,000,000

24,712,750

5/3/02

4.03

40,000,000

39,474,044

5/16/02

1.91

46,000,000

45,673,975

7/15/02

1.89

50,000,000

49,493,542

7/26/02

3.61

25,000,000

24,500,736

208,713,491

258,689,405

Federal Home Loan Bank - 0.7%

Discount Notes - 0.7%

6/19/02

1.85

20,085,000

19,912,453

TOTAL FEDERAL AGENCIES

278,601,858

Bank Notes - 1.4%

American Express Centurion Bank

1/15/02

1.87 (a)

5,000,000

5,000,000

Bank One NA, Chicago

1/17/02

2.00 (a)

25,000,000

25,034,904

U.S. Bank NA, Minnesota

5/23/02

2.22

10,000,000

10,000,000

TOTAL BANK NOTES

40,034,904

Master Notes - 1.4%

General Motors Acceptance Corp. Mortgage Credit

1/22/02

3.17

20,000,000

19,963,170

Goldman Sachs Group, Inc.

4/1/02

1.91 (b)

20,000,000

20,000,000

TOTAL MASTER NOTES

39,963,170

Medium-Term Notes - 5.0%

Alliance & Leicester Group Treasury PLC

1/24/02

2.42 (a)

5,000,000

5,000,567

Asset Securitization Cooperative Corp.

1/28/02

1.90 (a)

10,000,000

10,000,000

AT&T Corp.

2/6/02

3.33 (a)

25,000,000

25,000,000

BMW U.S. Capital Corp.

1/23/02

1.93 (a)

5,000,000

5,000,000

6/7/02

4.25

5,000,000

4,997,084

Citigroup, Inc.

1/14/02

1.91 (a)

5,000,000

5,000,000

GE Life & Annuity Assurance Co.

1/1/02

2.25 (a)(b)

15,000,000

15,000,000

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

General Electric Capital Corp.

1/22/02

1.87% (a)

$ 25,000,000

$ 25,000,000

Harwood Street Funding I LLC

1/21/02

2.06 (a)

10,000,000

10,000,000

Merrill Lynch & Co., Inc.

1/21/02

1.96 (a)

5,000,000

5,000,000

Northern Rock PLC

1/14/02

1.94 (a)

10,000,000

10,000,025

Variable Funding Capital Corp.

1/9/02

2.00 (a)

15,000,000

14,999,596

1/22/02

1.88 (a)

5,000,000

4,999,652

TOTAL MEDIUM-TERM NOTES

139,996,924

Short-Term Notes - 2.4%

Jackson National Life Insurance Co.

1/2/02

2.76 (a)(b)

7,000,000

7,000,000

Monumental Life Insurance Co.

1/1/02

2.28 (a)(b)

5,000,000

5,000,000

1/1/02

2.31 (a)(b)

5,000,000

5,000,000

New York Life Insurance Co.

2/28/02

2.18 (a)(b)

5,000,000

5,000,000

4/1/02

2.03 (a)(b)

15,000,000

15,000,000

Pacific Life Insurance Co.

3/7/02

2.08 (a)(b)

5,000,000

5,000,000

SMM Trust 2001 M

3/13/02

1.90 (a)(b)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

2/1/02

2.40 (a)(b)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

67,000,000

Repurchase Agreements - 4.0%

Maturity
Amount

In a joint trading account (U.S. Government Obligations) dated 12/31/01 due 1/2/02 At 1.82%

$ 365,037

365,000

With J.P. Morgan Securities At 1.94%, dated 12/31/01 due 1/2/02 (Corporate Obligations) (principal amount $112,583,000) 0% - 8.20%, 2/15/02 - 7/2/19

112,012,071

112,000,000

TOTAL REPURCHASE AGREEMENTS

112,365,000

TOTAL INVESTMENT
PORTFOLIO - 98.0%

2,744,924,762

NET OTHER ASSETS - 2.0%

54,863,825

NET ASSETS - 100%

$ 2,799,788,587

Total Cost for Income Tax Purposes $ 2,744,924,762

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflect the next interest rate reset date or, when applicable, the final maturity date.

(b) 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. 2.25%, 1/1/02

3/30/01

$ 15,000,000

Goldman Sachs Group, Inc.
1.91%, 4/1/02

12/11/01

$ 20,000,000

Jackson National Life Insurance Co. 2.76%, 1/2/02

7/6/99

$ 7,000,000

Monumental Life Insurance Co.: 2.28%, 1/1/02

9/17/98

$ 5,000,000

2.31%, 1/1/02

3/12/99

$ 5,000,000

New York Life Insurance Co.:
2.03%, 4/1/02

12/20/01

$ 15,000,000

2.18%, 2/28/02

8/27/01

$ 5,000,000

Pacific Life Insurance Co.
2.08%, 3/7/02

9/6/01

$ 5,000,000

SMM Trust 2001 M
1.9%, 3/13/02

12/11/01

$ 15,000,000

Transamerica Occidental Life
Insurance Co. 2.4%, 2/1/02

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $102,000,000 or 3.6% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loans were outstanding amounted to $52,558,500. The weighted average interest rate was 3.88%. Interest earned from the interfund lending program amounted to $34,022 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

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

December 31, 2001

Assets

Investment in securities, at value (including repurchase
agreements of $112,365,000) - See accompanying schedule

$ 2,744,924,762

Cash

552

Receivable for fund shares sold

59,680,734

Interest receivable

6,619,820

Total assets

2,811,225,868

Liabilities

Payable for fund shares redeemed

$ 10,826,983

Accrued management fee

459,090

Distribution fees payable

7,415

Other payables and accrued expenses

143,793

Total liabilities

11,437,281

Net Assets

$ 2,799,788,587

Net Assets consist of:

Paid in capital

$ 2,799,787,736

Accumulated net realized gain (loss) on investments

851

Net Assets

$ 2,799,788,587

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,753,378,620 ÷
2,753,362,976 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($6,142,790 ÷
6,142,755 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($40,267,177 ÷
40,266,949 shares)

$1.00

Statement of Operations

Year ended December 31, 2001

Investment Income

Interest

$ 112,413,922

Expenses

Management fee

$ 4,759,319

Transfer agent fees

1,748,361

Distribution fees

32,220

Accounting fees and expenses

239,506

Non-interested trustees' compensation

9,025

Custodian fees and expenses

61,970

Registration fees

687

Audit

29,229

Legal

12,788

Miscellaneous

405,785

Total expenses

7,298,890

Net investment income

105,115,032

Net Realized Gain (Loss)
on Investments

71,154

Net increase in net assets resulting from operations

$ 105,186,186

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

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 105,115,032

$ 129,065,682

Net realized gain (loss)

71,154

31,844

Net increase (decrease) in net assets resulting from operations

105,186,186

129,097,526

Distributions to shareholders from net investment income

(105,115,032)

(129,065,682)

Share transactions - net increase (decrease)

566,164,645

294,030,275

Total increase (decrease) in net assets

566,235,799

294,062,119

Net Assets

Beginning of period

2,233,552,788

1,939,490,669

End of period

$ 2,799,788,587

$ 2,233,552,788

Other Information:

Year ended
December 31,
2001

Year ended
December 31,
2000

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 6,279,947,605

$ 5,928,688,982

Reinvestment of distributions from net investment income

104,611,787

128,280,587

Cost of shares redeemed

(5,864,593,497)

(5,763,150,248)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 519,965,895

$ 293,819,321

Service Class A
Proceeds from sales of shares

$ 7,671,735

$ 100,000

Reinvestment of distributions from net investment income

50,876

3,061

Cost of shares redeemed

(1,682,917)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 6,039,694

$ 103,061

Service Class 2 B
Proceeds from sales of shares

$ 244,909,763

$ 102,001

Reinvestment of distributions from net investment income

452,369

5,900

Cost of shares redeemed

(205,203,076)

(8)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 40,159,056

$ 107,893

Distributions
From net investment income
Initial Class

$ 104,611,787

$ 129,056,642

Service Class A

50,876

3,095

Service Class 2 B

452,369

5,945

Total

$ 105,115,032

$ 129,065,682

A Service Class commenced sale of shares July 7, 2000.

B 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

Years ended December 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.041

.062

.050

.053

.053

Less Distributions

From net investment income

(.041)

(.062)

(.050)

(.053)

(.053)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return C

4.18%

6.30%

5.17%

5.46%

5.51%

Ratios to Average Net Assets F

Expenses before expense reductions

.28%

.33%

.27%

.30%

.31%

Expenses net of voluntary waivers, if any

.28%

.33%

.27%

.30%

.31%

Expenses net of all reductions

.28%

.33%

.27%

.30%

.31%

Net investment income

3.99%

6.18%

5.06%

5.33%

5.32%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,753,379

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

Financial Highlights - Service Class

Years ended December 31,

2001

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.040

.031

Less Distributions

From net investment income

(.040)

(.031)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C, D

4.10%

3.06%

Ratios to Average Net Assets F

Expenses before expense reductions

.39%

.47% A

Expenses net of voluntary waivers, if any

.39%

.45% A

Expenses net of all reductions

.39%

.45% A

Net investment income

3.87%

6.28% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 6,143

$ 103

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E For the period July 7, 2000 (commencement of sale of shares) to December 31, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2001

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.039

.058

Less Distributions

From net investment income

(.039)

(.058)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C, D

3.96%

5.89%

Ratios to Average Net Assets F

Expenses before expense reductions

.55%

.96% A

Expenses net of voluntary waivers, if any

.55%

.60% A

Expenses net of all reductions

.55%

.60% A

Net investment income

3.71%

5.94% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 40,267

$ 108

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E For the period January 12, 2000 (commencement of sale of shares) to December 31, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Money Market Portfolio

Notes to Financial Statements

For the period ended December 31, 2001

1. Significant Accounting Policies.

Money Market Portfolio (the fund) is a fund of Variable Insurance Products Fund, (the trust) (referred to in this report as Fidelity Variable Insurance Products: Money Market 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: Initial Class shares, Service Class shares and Service Class 2 shares. 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 differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. 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. Investments in open-end investment companies are valued at their net asset value each business day.

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 all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

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. Dividends are declared daily and paid monthly from net investment income. Income dividends are declared separately for each class.

Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. There were no significant book-to-tax differences.

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.

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 custodian bank. 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.

Restricted Securities. The fund may 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 captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. A new management contract took effect on May 1, 2001. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. The total income-based component is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The rate increases as the fund's gross yield increases.

Under the previous contract the management fee was calculated on the basis of a group fee rate, an individual fund fee rate of .03% of the fund's average net assets, and an income-based component.

During the period the income-based portion of this fee was $744,542 or an annual rate of .03% of the fund's average net assets. For the period, the fund's total annual management fee rate was .18% of

Annual Report

Notes to Financial Statements - continued

3. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

the fund's average net assets. FMR has voluntarily agreed to limit the fund's total management fee to the lesser of the amount that would be paid under the previous contract or the new contract through October 31, 2001.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee. For the period, the Service 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.

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.

Service Class

$ 1,310

Service Class 2

30,910

$ 32,220

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 annual rate of .07% of average net assets.

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

Initial Class

$ 1,736,840

Service Class

1,049

Service Class 2

10,472

$ 1,748,361

Accounting Fees. Fidelity Service Company, Inc.(FSC), an affiliate of FMR, maintains the fund's accounting records. The 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 SEC, the fund, 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. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year. Effective January 1, 2002, the Money Market Insurance program will be suspended for the calendar year. FIDFUNDS will not receive premiums and money market insurance will not be provided during this period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, 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 the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Other Information.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, held 60% of the total outstanding shares of the fund.

Money Market Portfolio

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and the Shareholders of Money Market Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Money Market Portfolio (a fund of Variable Insurance Products Fund) at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Money Market Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 11, 2002

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy and William S. Stavropoulos, each of the Trustees oversees 262 funds advised by FMR. Mr. McCoy oversees 264 funds advised by FMR and Mr. Stavropoulos oversees 180 funds advised by FMR.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any Special Meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-888-622-3175.

Interested Trustees*:

The business address of each Trustee who is an "interested person" (as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (71)**

Year of Election or Appointment: 1981

President of VIP Money Market. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; a Director of Fidelity Management & Research (U.K.) Inc.; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (40)**

Year of Election or Appointment: 2001

Senior Vice President of VIP Money Market (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (58)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity ® Magellan ® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with one or more of the trust, the fund's investment adviser, FMR, and the fund's distribution agent, FDC.

** Edward C. Johnson 3d, Trustee and President of the funds, is Abigail P. Johnson's father.

Annual Report

Trustees and Officers - continued

Non-Interested Trustees:

The business address of each non-interested Trustee (that is, the Trustees other than the Interested Trustees) is Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (59)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of AT&T (2001), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

Ralph F. Cox (69)

Year of Election or Appointment: 1991

President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of Waste Management Inc. (non-hazardous waste), CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (70)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (cosmetics) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (industrial conglomerate), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998).

Robert M. Gates (58)

Year of Election or Appointment: 1997

Consultant, educator, and lecturer. Mr. Gates was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Mr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), TRW Inc. (automotive, space, defense, and information technology), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Mr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines) and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Mr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (69)

Year of Election or Appointment: 1987

Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section, a Public Governor of the National Association of Securities Dealers, Inc. (1996), and of the American Stock Exchange (2001), a Director and former Chairman of the Board of Directors of National Arts Stabilization Inc., a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, and a Director of the Yale-New Haven Health Services Corp. (1998). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (55)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (57)

Year of Election or Appointment: 2000

Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation ("IBM") from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (telecommunications testing and management). He is also Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (industrial conglomerate, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Marvin L. Mann (68)

Year of Election or Appointment: 1993

Chairman of the non-interested Trustees (2001), Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of IBM and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of Imation Corp. (imaging and information storage, 1997). He is also a Board member of Acterna Corporation (telecommunications testing and management, 1999).

William O. McCoy (68)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility, 1996), and Acterna Corporation (telecommunications testing and management, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (62)

Year of Election or Appointment: 2001

Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Money Market Portfolio

Trustees and Officers - continued

Executive Officers:

The business address of each executive officer is 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dwight Churchill (48)

Year of Election or Appointment: 2000

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

Boyce I. Greer (45)

Year of Election or Appointment: 1997

Vice President of VIP Money Market. He serves as Executive Vice President of Fidelity's Fixed-Income Division (2000), Vice President and Group Leader of Fidelity's Money Market Funds (1997), Senior Vice President of FMR (1997), and Vice President of FIMM (1998). Previously, Mr. Greer served as Vice President and Group Leader of Fidelity's Municipal Fixed-Income Investments (1995-1997) and Vice President and Group Leader of Fidelity's Municipal Bond Funds (2000).

Robert Duby (55)

Year of Election or Appointment: 1997

Vice President of VIP Money Market and other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Duby managed a variety of Fidelity funds.

Eric D. Roiter (53)

Year of Election or Appointment: 1998

Secretary of VIP Money Market. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Secretary of Fidelity Southwest Company (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Robert A. Dwight (43)

Year of Election or Appointment: 2000

Treasurer of VIP Money Market. Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and Vice President of FMR (2000). Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). He also served as Vice President of FMR Co., Inc. (2001). Before joining Fidelity, Mr. Dwight was Senior Vice President of fund accounting operations for The Boston Company.

Maria F. Dwyer (43)

Year of Election or Appointment: 2000

Deputy Treasurer of VIP Money Market. She also serves as Deputy Treasurer of other Fidelity funds (2000) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

Stanley N. Griffith (55)

Year of Election or Appointment: 1998

Assistant Vice President of VIP Money Market. Mr. Griffith is Assistant Vice President of Fidelity's Fixed-Income Funds (1998), Assistant Secretary of FIMM (1998), Vice President of Fidelity Investments' Fixed-Income Division (1998), and is an employee of FMR.

John H. Costello (55)

Year of Election or Appointment: 1986

Assistant Treasurer of VIP Money Market. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Paul F. Maloney (52)

Year of Election or Appointment: 2001

Assistant Treasurer of VIP Money Market. Mr. Maloney also serves as Assistant Treasurer of other Fidelity funds (2001) and is an employee of FMR. Previously, Mr. Maloney served as Vice President of Fidelity Reporting, Accounting and Pricing Services (FRAPS).

Thomas J. Simpson (43)

Year of Election or Appointment: 1996

Assistant Treasurer of VIP Money Market. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Money Market Portfolio

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.
Fidelity Investments Money Management, Inc.
Merrimack, NH

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

VIPMM-ANN-0202 154168
1.701157.104