N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3329

Variable Insurance Products Fund
 (Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

December 31

Date of reporting period:

June 30, 2006

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Overseas Portfolio

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Portfolio

VIP Overseas Portfolio

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period *
January 1, 2006
to June 30, 2006

Initial Class

Actual

$ 1,000.00

$ 1,054.70

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class

Actual

$ 1,000.00

$ 1,053.90

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2

Actual

$ 1,000.00

$ 1,053.30

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Initial Class R

Actual

$ 1,000.00

$ 1,054.40

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class R

Actual

$ 1,000.00

$ 1,053.80

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2R

Actual

$ 1,000.00

$ 1,053.40

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Investor Class R

Actual

$ 1,000.00

$ 1,053.70

$ 5.09

HypotheticalA

$ 1,000.00

$ 1,019.84

$ 5.01

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Initial Class

.87%

Service Class

.97%

Service Class 2

1.12%

Initial Class R

.87%

Service Class R

.97%

Service Class 2R

1.12%

Investor Class R

1.00%

Semiannual Report

VIP Overseas Portfolio

Investment Changes

Geographic Diversification (% of fund's net assets)

As of June 30, 2006

United Kingdom

23.2%

Japan

19.8%

France

12.3%

Germany

9.9%

Switzerland

7.5%

United States of America

7.2%

Italy

3.5%

Australia

2.4%

Netherlands

2.4%

Other

11.8%



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

As of December 31, 2005

Japan

22.7%

United Kingdom

11.2%

France

10.2%

Taiwan

9.7%

United States of America

9.2%

Switzerland

8.4%

Germany

7.7%

Netherlands

4.5%

Italy

2.7%

Other

13.7%



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

Asset Allocation

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

94.1

95.0

Short-Term Investments and Net Other Assets

5.9

5.0

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

0.9

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.8

1.1

Novartis AG (Reg.) (Switzerland, Pharmaceuticals)

1.5

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.9

HSBC Holdings PLC (United Kingdom) (Reg.) (United Kingdom, Commercial Banks)

1.5

0.5

Toyota Motor Corp. (Japan, Automobiles)

1.5

2.4

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (Reg.) (Switzerland, Capital Markets)

1.3

1.0

E.ON AG (Germany, Electric Utilities)

1.2

1.0

Total SA Series B (France, Oil, Gas & Consumable Fuels)

1.1

2.9

15.4

Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.8

26.9

Consumer Discretionary

13.0

9.8

Information Technology

10.4

20.4

Energy

9.5

9.1

Industrials

8.4

3.1

Health Care

8.4

7.9

Consumer Staples

6.5

6.2

Materials

5.5

6.4

Telecommunication Services

3.2

3.9

Utilities

2.4

1.3

Semiannual Report

VIP Overseas Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%

Shares

Value (Note 1)

Australia - 2.4%

Aristocrat Leisure Ltd.

941,900

$ 9,015,652

BHP Billiton Ltd.

740,600

15,948,822

Computershare Ltd.

1,571,300

9,166,536

Macquarie Bank Ltd.

151,700

7,778,774

National Australia Bank Ltd.

843,600

22,042,554

Rio Tinto Ltd.

79,200

4,579,112

Silex Systems Ltd. (a)

1,297,800

3,934,997

TOTAL AUSTRALIA

72,466,447

Austria - 0.5%

Austriamicrosystems AG (a)

31,177

1,613,043

OMV AG

212,900

12,677,505

TOTAL AUSTRIA

14,290,548

Belgium - 0.3%

InBev SA

205,800

10,095,996

Brazil - 0.2%

Lojas Renner SA

90,200

4,789,233

Canada - 0.4%

Cameco Corp.

171,200

6,820,088

Talisman Energy, Inc.

275,400

4,805,869

TOTAL CANADA

11,625,957

China - 0.1%

China Techfaith Wireless Communication Technology Ltd. sponsored ADR (a)

65,500

967,435

Global Bio-Chem Technology Group Co. Ltd.

7,820,000

3,322,839

TOTAL CHINA

4,290,274

Finland - 1.4%

Neste Oil Oyj

231,300

8,148,507

Nokia Corp. sponsored ADR

1,652,600

33,481,676

TOTAL FINLAND

41,630,183

France - 12.3%

Alcatel SA:

(RFD)

742,000

9,356,617

sponsored ADR (a)

101,100

1,274,871

Alstom SA (a)

225,600

20,619,578

Arkema (a)

14,440

563,570

AXA SA

180,104

5,911,783

AXA SA rights 6/30/06 (a)

180,104

152,057

BNP Paribas SA

199,902

19,140,241

Cap Gemini SA

330,600

18,874,184

Carrefour SA

416,800

24,440,538

Clarins SA

52,600

3,636,804

CNP Assurances

93,800

8,921,179

Compagnie Generale de Geophysique SA (a)

54,500

9,404,742

Electricite de France

84,800

4,469,218

Financiere Marc de Lacharriere SA (Fimalac)

108,700

8,572,373

Shares

Value (Note 1)

France Telecom SA

106,661

$ 2,293,569

Groupe Danone

116,800

14,843,939

Ingenico SA

634,798

13,966,978

L'Air Liquide SA

90,090

17,551,528

L'Oreal SA

158,395

14,963,405

Louis Vuitton Moet Hennessy (LVMH)

102,500

10,174,757

Neopost SA

83,900

9,562,647

Publicis Groupe SA (d)

192,100

7,421,176

Remy Cointreau SA

95,400

4,889,970

Renault SA

137,100

14,731,779

Sanofi-Aventis sponsored ADR

647,100

31,513,770

Silicon On Insulator Technologies SA (SOITEC) (a)

161,900

4,790,280

Societe Generale Series A

20,200

2,971,582

Suez SA (France) (a)

361,700

15,037,316

Total SA Series B

511,700

33,526,582

Vallourec SA (d)

7,900

9,499,339

Vinci SA

84,600

8,717,147

Vivendi Universal SA sponsored ADR

357,200

12,469,852

TOTAL FRANCE

364,263,371

Germany - 9.9%

Aareal Bank AG (a)

169,511

6,396,735

ADVA AG Optical Networking (a)

670,101

6,814,686

Allianz AG (Reg.)

144,400

22,815,201

Bayer AG

412,700

18,947,058

Bayerische Motoren Werke AG (BMW)

96,000

4,796,693

Beiersdorf AG

76,400

11,513,675

Commerzbank AG

325,000

11,823,646

DaimlerChrysler AG

87,200

4,304,192

Deutsche Postbank AG (d)

97,600

7,024,056

Deutsche Telekom AG sponsored ADR

148,200

2,377,128

Deutz AG (a)

967,563

7,611,895

E.ON AG

315,244

36,268,820

ESCADA AG (a)

381,121

9,409,329

GFK AG (d)

75,769

2,762,326

Heidelberger Druckmaschinen AG

393,000

17,871,895

Hugo Boss AG

171,500

7,307,641

Hypo Real Estate Holding AG

167,800

10,193,717

MPC Muenchmeyer Petersen Capital AG

50,800

3,763,836

Q-Cells AG

44,500

3,743,349

RWE AG

171,300

14,254,209

SAP AG sponsored ADR

489,300

25,698,036

SGL Carbon AG (a)

592,200

11,885,838

Siemens AG sponsored ADR

285,600

24,795,792

Techem AG

63,400

2,935,866

Thielert AG

128,900

3,960,631

United Internet AG

152,800

2,202,854

Wincor Nixdorf AG

94,200

12,044,039

TOTAL GERMANY

293,523,143

Hong Kong - 0.1%

Dynasty Fine Wines Group Ltd.

10,966,000

3,988,920

Common Stocks - continued

Shares

Value (Note 1)

India - 0.3%

Infosys Technologies Ltd.

62,333

$ 4,183,091

Satyam Computer Services Ltd.

238,980

3,696,429

TOTAL INDIA

7,879,520

Ireland - 1.5%

Allied Irish Banks PLC

816,600

19,745,389

Irish Life & Permanent PLC

573,500

13,645,354

Kerry Group PLC Class A

190,400

4,091,803

Ryanair Holdings PLC sponsored ADR (a)

119,400

6,294,768

TOTAL IRELAND

43,777,314

Israel - 1.0%

Bank Hapoalim BM (Reg.)

3,143,000

13,413,923

ECI Telecom Ltd. (a)

1,172,600

9,451,156

ECtel Ltd. (a)

28,939

127,332

Mizrahi Tefahot Bank Ltd. (a)

749,100

4,370,561

Vizrt Ltd. (a)

273,100

3,224,496

TOTAL ISRAEL

30,587,468

Italy - 3.5%

Azimut Holdings Spa

518,100

5,419,336

Banca Intesa Spa

2,436,700

14,269,748

Banche Popolari Unite SCpA

394,500

10,208,956

ENI Spa

948,786

27,870,587

FASTWEB Spa

111,700

4,855,288

Lottomatica Spa

155,800

5,923,177

Pirelli & C. Real Estate Spa

78,000

5,232,337

Unicredito Italiano Spa

3,963,500

31,044,278

TOTAL ITALY

104,823,707

Japan - 19.8%

Aeon Co. Ltd.

852,200

18,693,660

Aeon Fantasy Co. Ltd.

84,200

2,788,884

Aiful Corp.

42,000

2,242,692

Canon, Inc. (d)

426,150

20,816,007

Credit Saison Co. Ltd.

324,000

15,346,996

Daiichi Sankyo Co. Ltd.

299,200

8,236,662

Daiki Co. Ltd.

170,100

1,977,129

Daiwa Securities Group, Inc.

810,000

9,655,582

E*TRADE Securities Co. Ltd. (d)

3,086

4,126,354

Fanuc Ltd.

171,000

15,362,727

Fuji Television Network, Inc.

3,165

7,025,650

Fujitsu Ltd.

1,707,000

13,232,327

Homac Corp.

162,600

2,675,777

Honda Motor Co. Ltd.

97,400

3,099,268

Honeys Co. Ltd. (d)

100,890

4,320,393

Hoya Corp.

322,800

11,481,722

Ibiden Co. Ltd.

131,700

6,330,347

JAFCO Co. Ltd. (d)

135,900

8,147,468

JFE Holdings, Inc.

211,500

8,964,606

JGC Corp.

317,000

5,454,866

Kahma Co. Ltd. (d)

100,000

2,709,198

Shares

Value (Note 1)

KOEI Co. Ltd. (d)

249,100

$ 4,441,023

Konami Corp.

184,900

4,080,162

Kose Corp.

240,400

7,563,382

Marui Co. Ltd.

310,100

4,829,349

Matsushita Electric Industrial Co. Ltd.

275,000

5,810,750

Matsushita Electric Industrial Co. Ltd. ADR

396,200

8,371,706

Millea Holdings, Inc.

515

9,582,090

Mitsubishi Estate Co. Ltd.

630,000

13,379,069

Mitsubishi UFJ Financial Group, Inc.

1,366

19,055,700

Mitsui Fudosan Co. Ltd.

137,000

2,975,268

Mitsui Trust Holdings, Inc.

600

7,210

Mizuho Financial Group, Inc.

3,252

27,539,332

Murata Manufacturing Co. Ltd.

122,700

7,967,324

Nafco Co. Ltd.

161,200

4,860,302

Nikko Cordial Corp.

1,122,900

14,366,840

Nintendo Co. Ltd.

118,600

19,900,546

Nippon Electric Glass Co. Ltd.

422,000

8,463,972

Nishimatsuya Chain Co. Ltd.

220,800

4,274,171

Nissan Motor Co. Ltd. (d)

995,800

10,943,842

Nitto Denko Corp.

192,000

13,675,333

NSK Ltd.

1,142,000

9,471,339

NTN Corp.

395,000

3,124,099

OMC Card, Inc.

372,100

5,300,616

Organo Corp.

291,000

2,543,151

ORIX Corp.

59,620

14,563,068

Point, Inc. (d)

97,600

5,510,125

Sompo Japan Insurance, Inc.

479,000

6,697,837

Sony Corp. sponsored ADR

360,600

15,880,824

St. Marc Holdings Co. Ltd.

48,000

3,313,961

Stanley Electric Co. Ltd.

293,000

6,043,085

Sumitomo Mitsui Financial Group, Inc.

2,134

22,566,223

Sumitomo Trust & Banking Co. Ltd.

772,600

8,440,026

T&D Holdings, Inc.

323,050

26,115,032

Takashimaya Co. Ltd.

872,000

10,943,343

The Sumitomo Warehouse Co. Ltd. (d)

344,000

2,540,354

Tokuyama Corp.

464,000

6,893,599

Toyota Motor Corp.

844,600

44,168,357

USS Co. Ltd.

154,710

10,221,609

Xebio Co. Ltd.

158,200

5,405,829

Yahoo! Japan Corp.

18,531

9,814,102

Yamada Denki Co. Ltd.

43,200

4,405,890

TOTAL JAPAN

588,738,155

Korea (South) - 0.2%

Samsung Electronics Co. Ltd.

8,100

5,148,414

Luxembourg - 0.4%

Gemplus International SA

1,052,200

2,341,995

SES Global unit

562,747

7,990,512

TOTAL LUXEMBOURG

10,332,507

Netherlands - 2.4%

ABN-AMRO Holding NV sponsored ADR (d)

680,100

18,607,536

Common Stocks - continued

Shares

Value (Note 1)

Netherlands - continued

Fugro NV (Certificaten Van Aandelen) unit

169,200

$ 7,298,378

ING Groep NV (Certificaten Van Aandelen)

328,224

12,905,767

Koninklijke KPN NV sponsored ADR

943,000

10,627,610

Koninklijke Numico NV

174,700

7,841,781

Royal DSM NV (a)

319,900

13,324,076

TOTAL NETHERLANDS

70,605,148

Norway - 1.5%

Acta Holding ASA

718,500

2,285,753

DnB NOR ASA

1,271,400

15,780,403

Petrojarl ASA

136,700

900,513

Petroleum Geo-Services ASA (a)

136,700

7,709,266

Statoil ASA

409,000

11,598,596

TANDBERG ASA

731,400

6,052,009

TOTAL NORWAY

44,326,540

Russia - 0.2%

Vimpel Communications sponsored ADR (a)

93,700

4,293,334

South Africa - 0.4%

Nedbank Group Ltd.

554,158

8,733,592

Sasol Ltd. sponsored ADR

112,500

4,347,000

TOTAL SOUTH AFRICA

13,080,592

Spain - 2.0%

Banco Bilbao Vizcaya Argentaria SA

1,032,600

21,271,553

Banco Pastor SA

374,800

4,914,303

Banco Santander Central Hispano SA

722,700

10,565,876

Gestevision Telecinco SA

4,177

100,185

Telefonica SA

1,427,380

23,665,968

TOTAL SPAIN

60,517,885

Sweden - 0.9%

Alfa Laval AB

201,100

6,022,715

Gant Co. AB

4,500

117,885

Modern Times Group AB (MTG):

(B Shares) (a)

132,800

6,985,491

(Redemption Shares) (a)

132,800

562,900

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

374,600

12,376,784

TOTAL SWEDEN

26,065,775

Switzerland - 7.5%

ABB Ltd. (Reg.)

1,372,559

17,851,688

Compagnie Financiere Richemont unit

259,965

11,908,417

Credit Suisse Group (Reg.)

186,076

10,418,396

Nestle SA (Reg.)

36,526

11,473,198

Nobel Biocare Holding AG (Switzerland)

41,473

9,846,657

Novartis AG (Reg.)

844,379

45,528,916

Roche Holding AG (participation certificate)

269,254

44,512,256

Schindler Holding AG (Reg.)

123,000

6,509,693

Shares

Value (Note 1)

Societe Generale de Surveillance Holding SA (SGS) (Reg.)

16,436

$ 15,595,714

Syngenta AG sponsored ADR

399,200

10,602,752

UBS AG (Reg.)

344,851

37,830,155

TOTAL SWITZERLAND

222,077,842

Taiwan - 0.1%

Hon Hai Precision Industry Co. Ltd. (Foxconn)

410,000

2,532,545

Thailand - 0.3%

Bangkok Bank Ltd. PCL (For. Reg.)

3,480,400

9,677,923

United Kingdom - 23.2%

Amvescap PLC

781,300

7,156,627

Anglo American PLC (United Kingdom)

348,800

14,308,829

AstraZeneca PLC (United Kingdom)

512,500

30,657,748

BAE Systems PLC

1,846,500

12,627,680

Barclays PLC

702,800

8,043,544

Benfield Group PLC

1,671,800

10,659,938

BG Group PLC

1,686,000

22,530,016

BHP Billiton PLC

973,395

18,885,595

BP PLC

6,803,706

78,934,357

British Land Co. PLC

737,900

17,237,208

Cable & Wireless PLC

2,972,200

6,321,817

Cadbury Schweppes PLC

1,111,500

10,720,866

Corin Group PLC

310,802

1,649,802

Diageo PLC

1,075,300

18,159,130

Eircom Group PLC

1,736,300

4,841,943

EMI Group PLC

2,802,300

15,743,344

Gallaher Group PLC

440,100

6,880,965

GlaxoSmithKline PLC

1,807,700

50,434,828

GlaxoSmithKline PLC sponsored ADR

80,300

4,480,740

Gyrus Group PLC (a)

1,844,500

11,727,014

HBOS PLC

342,000

5,945,933

HSBC Holdings PLC:

(Hong Kong) (Reg.)

996,400

17,606,388

(United Kingdom) (Reg.)

2,503,626

44,239,093

Informa PLC

919,700

7,335,697

Intec Telecom Systems PLC (a)

2,467,800

2,464,733

Intertek Group PLC

197,500

2,557,003

Jardine Lloyd Thompson Group PLC

877,073

6,034,548

Ladbrokes PLC

771,705

5,816,276

Lloyds TSB Group PLC

815,400

8,015,674

Man Group PLC

350,700

16,527,275

Marks & Spencer Group PLC

1,078,100

11,704,779

Mothercare PLC

738,900

4,441,556

NETeller PLC (a)

198,100

2,183,719

New Star Asset Management Ltd.

514,300

3,721,662

Pipex Communications PLC (a)

15,601,100

2,813,364

Prudential PLC

1,781,200

20,128,897

Reckitt Benckiser PLC

172,300

6,437,285

Reed Elsevier PLC

1,519,900

15,348,775

Reuters Group PLC

2,687,700

19,138,487

Rio Tinto PLC (Reg.)

270,606

14,187,194

Royal Bank of Scotland Group PLC

489,300

16,090,630

Common Stocks - continued

Shares

Value (Note 1)

United Kingdom - continued

Royal Dutch Shell PLC:

Class A sponsored ADR

567,000

$ 37,977,660

Class B

242,900

8,485,712

Smiths Group PLC

557,800

9,192,260

Vodafone Group PLC

12,850,700

27,371,956

Whatman PLC

1,429,900

8,376,997

WPP Group PLC

840,200

10,131,126

Xstrata PLC

105,300

3,992,531

TOTAL UNITED KINGDOM

690,269,201

United States of America - 1.3%

Estee Lauder Companies, Inc. Class A

327,200

12,652,824

Hexcel Corp. (a)

415,700

6,530,647

NTL, Inc.

374,750

9,331,275

Synthes, Inc.

92,918

11,210,965

TOTAL UNITED STATES OF AMERICA

39,725,711

TOTAL COMMON STOCKS

(Cost $2,389,462,300)

2,795,423,653

Money Market Funds - 10.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.11% (b)

221,727,738

$ 221,727,738

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

80,062,227

80,062,227

TOTAL MONEY MARKET FUNDS

(Cost $301,789,965)

301,789,965

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $2,691,252,265)

3,097,213,618

NET OTHER ASSETS - (4.2)%

(125,611,307)

NET ASSETS - 100%

$ 2,971,602,311

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,843,072

Fidelity Securities Lending Cash Central Fund

2,411,334

Total

$ 5,254,406

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $156,501,171 of which $109,194,861 and $47,306,310 will expire on December 31, 2010 and 2011, respectively.

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

VIP Overseas Portfolio

VIP Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $76,830,072) - See accompanying schedule:

Unaffiliated issuers (cost $2,389,462,300)

$ 2,795,423,653

Affiliated Central Funds (cost $301,789,965)

301,789,965

Total Investments (cost $2,691,252,265)

$ 3,097,213,618

Receivable for investments sold

24,958,808

Receivable for fund shares sold

1,450,269

Dividends receivable

4,660,823

Interest receivable

940,292

Prepaid expenses

4,629

Other receivables

434,459

Total assets

3,129,662,898

Liabilities

Payable to custodian bank

$ 2,304,643

Payable for investments purchased

71,509,807

Payable for fund shares redeemed

1,706,666

Accrued management fee

1,711,764

Distribution fees payable

172,120

Other affiliated payables

337,874

Other payables and accrued expenses

255,486

Collateral on securities loaned, at value

80,062,227

Total liabilities

158,060,587

Net Assets

$ 2,971,602,311

Net Assets consist of:

Paid in capital

$ 2,375,670,305

Undistributed net investment income

37,346,252

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

152,633,494

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

405,952,260

Net Assets

$ 2,971,602,311

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,516,505,461 ÷ 70,867,524 shares)

$ 21.40

Service Class:
Net Asset Value, offering price and redemption price per share ($337,882,077 ÷ 15,851,702 shares)

$ 21.32

Service Class 2:
Net Asset Value, offering price and redemption price per share ($610,946,079 ÷ 28,776,586 shares)

$ 21.23

Initial Class R:
Net Asset Value, offering price and redemption price per share ($230,114,618 ÷ 10,771,809 shares)

$ 21.36

Service Class R:
Net Asset Value, offering price and redemption price per share ($131,709,298 ÷ 6,186,939 shares)

$ 21.29

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($60,237,019 ÷ 2,854,007 shares)

$ 21.11

Investor Class R:
Net Asset Value, offering price and redemption price per share ($84,207,759 ÷ 3,941,743 shares)

$ 21.36

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

Semiannual Report

VIP Overseas Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 49,134,063

Interest

65,992

Income from affiliated Central Funds (including $2,411,334 from security lending)

5,254,406

54,454,461

Less foreign taxes withheld

(4,489,941)

Total income

49,964,520

Expenses

Management fee

$ 10,639,981

Transfer agent fees

1,051,788

Distribution fees

1,017,440

Accounting and security lending fees

697,144

Independent trustees' compensation

5,619

Appreciation in deferred trustee compensation account

4,959

Custodian fees and expenses

444,478

Audit

40,095

Legal

19,450

Miscellaneous

107,580

Total expenses before reductions

14,028,534

Expense reductions

(1,534,037)

12,494,497

Net investment income (loss)

37,470,023

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $633,524)

323,676,816

Foreign currency transactions

294,907

Total net realized gain (loss)

323,971,723

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $266,914)

(211,054,847)

Assets and liabilities in foreign currencies

47,376

Total change in net unrealized appreciation (depreciation)

(211,007,471)

Net gain (loss)

112,964,252

Net increase (decrease) in net assets resulting from operations

$ 150,434,275

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 37,470,023

$ 24,787,096

Net realized gain (loss)

323,971,723

344,848,271

Change in net unrealized appreciation (depreciation)

(211,007,471)

65,476,773

Net increase (decrease) in net assets resulting from operations

150,434,275

435,112,140

Distributions to shareholders from net investment income

(24,249,132)

(14,837,058)

Distributions to shareholders from net realized gain

(17,825,284)

(12,260,637)

Total distributions

(42,074,416)

(27,097,695)

Share transactions - net increase (decrease)

102,854,205

(27,675,205)

Redemption fees

40,201

31,974

Total increase (decrease) in net assets

211,254,265

380,371,214

Net Assets

Beginning of period

2,760,348,046

2,379,976,832

End of period (including undistributed net investment income of $37,346,252 and undistributed net investment income of $24,125,361, respectively)

$ 2,971,602,311

$ 2,760,348,046

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

VIP Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

$ 20.00

Income from Investment Operations

Net investment income (loss) E

.28

.20

.13

.11

.10

.14

Net realized and unrealized gain (loss)

.84

3.10

1.97

4.60

(2.90)

(3.86)

Total from investment operations

1.12

3.30

2.10

4.71

(2.80)

(3.72)

Distributions from net investment income

(.19)

(.12)

(.18)

(.10)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.32)

(.21)

(.18)

(.10)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.40

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

Total Return B, C, D

5.47%

19.06%

13.57%

43.37%

(20.28)%

(21.21)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.86%

.87%

Net investment income (loss)

1.30% H

1.11%

.80%

.87%

.79%

.91%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,516,505

$ 1,549,179

$ 1,491,485

$ 1,436,137

$ 1,031,489

$ 1,496,873

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

$ 19.94

Income from Investment Operations

Net investment income (loss) E

.27

.18

.11

.09

.09

.12

Net realized and unrealized gain (loss)

.83

3.09

1.97

4.59

(2.89)

(3.84)

Total from investment operations

1.10

3.27

2.08

4.68

(2.80)

(3.72)

Distributions from net investment income

(.17)

(.10)

(.17)

(.09)

(.09)

(.92)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.30)

(.19)

(.17)

(.09)

(.09)

(2.39)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.32

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

Total Return B, C, D

5.39%

18.97%

13.49%

43.20%

(20.34)%

(21.27)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of all reductions

.87% A

.92%

.97%

.96%

.96%

.97%

Net investment income (loss)

1.25% H

1.02%

.69%

.77%

.69%

.81%

Supplemental Data

Net assets, end of period (000 omitted)

$ 337,882

$ 329,759

$ 322,649

$ 246,632

$ 177,322

$ 240,525

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

$ 19.91

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.07

.10

Net realized and unrealized gain (loss)

.83

3.08

1.97

4.58

(2.88)

(3.80)

Total from investment operations

1.08

3.22

2.05

4.66

(2.81)

(3.70)

Distributions from net investment income

(.15)

(.09)

(.16)

(.06)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.28)

(.18)

(.16)

(.06)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.23

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

Total Return B, C, D

5.33%

18.72%

13.31%

43.04%

(20.46)%

(21.20)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of all reductions

1.02% A

1.07%

1.12%

1.12%

1.12%

1.12%

Net investment income (loss)

1.17% H

.79%

.54%

.61%

.53%

.65%

Supplemental Data

Net assets, end of period (000 omitted)

$ 610,946

$ 502,801

$ 319,708

$ 140,822

$ 47,824

$ 48,843

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Initial Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.57

$ 17.49

$ 15.57

$ 10.98

$ 14.05

Income from Investment Operations

Net investment income (loss) E

.28

.19

.12

.11

.06

Net realized and unrealized gain (loss)

.83

3.10

1.98

4.59

(3.13)

Total from investment operations

1.11

3.29

2.10

4.70

(3.07)

Distributions from net investment income

(.19)

(.12)

(.18)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.32)

(.21)

(.18)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.36

$ 20.57

$ 17.49

$ 15.57

$ 10.98

Total Return B, C, D

5.44%

19.05%

13.59%

43.32%

(21.85)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.91% A

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.91% A

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.87% A

Net investment income (loss)

1.30% I

1.08%

.79%

.87%

.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 230,115

$ 184,245

$ 132,064

$ 39,466

$ 15,649

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 long-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Financial Highlights - Service Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.50

$ 17.43

$ 15.52

$ 10.94

$ 14.01

Income from Investment Operations

Net investment income (loss) E

.27

.17

.11

.10

.05

Net realized and unrealized gain (loss)

.82

3.09

1.97

4.58

(3.12)

Total from investment operations

1.09

3.26

2.08

4.68

(3.07)

Distributions from net investment income

(.17)

(.10)

(.17)

(.10)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.30)

(.19)

(.17)

(.10)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.29

$ 20.50

$ 17.43

$ 15.52

$ 10.94

Total Return B, C, D

5.38%

18.92%

13.50%

43.25%

(21.91)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of all reductions

.87% A

.92%

.96%

.96%

.97% A

Net investment income (loss)

1.25% I

.96%

.70%

.77%

.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 131,709

$ 115,449

$ 86,509

$ 56,141

$ 17,997

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.32

$ 17.30

$ 15.42

$ 10.90

$ 13.96

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.04

Net realized and unrealized gain (loss)

.83

3.07

1.96

4.55

(3.10)

Total from investment operations

1.08

3.21

2.04

4.63

(3.06)

Distributions from net investment income

(.16)

(.10)

(.16)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.29)

(.19)

(.16)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.11

$ 20.32

$ 17.30

$ 15.42

$ 10.90

Total Return B, C, D

5.34%

18.74%

13.32%

43.00%

(21.92)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of all reductions

1.02% A

1.07%

1.11%

1.11%

1.14% A

Net investment income (loss)

1.17% I

.77%

.55%

.62%

.52% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 60,237

$ 49,373

$ 27,562

$ 7,072

$ 1,616

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Investor Class R

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 20.59

$ 17.69

Income from Investment Operations

Net investment income (loss) E

.26

.02

Net realized and unrealized gain (loss)

.84

2.88

Total from investment operations

1.10

2.90

Distributions from net investment income

(.20)

-

Distributions from net realized gain

(.13)

-

Total distributions

(.33)

-

Redemption fees added to paid in capital E, H

-

-

Net asset value, end of period

$ 21.36

$ 20.59

Total Return B, C, D

5.37%

16.39%

Ratios to Average Net Assets G

Expenses before reductions

1.00% A

1.07% A

Expenses net of fee waivers, if any

1.00% A

1.07% A

Expenses net of all reductions

.90% A

1.00% A

Net investment income (loss)

1.23% I

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 84,208

$ 29,544

Portfolio turnover rate

165% A

92%

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 July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year. J Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Notes to Financial Statements

For the period ended June 30, 2006 (Unaudited)

1. Significant Accounting Policies.

VIP Overseas Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) (referred to in this report as VIP Overseas 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 the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares, and Investor Class R 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 transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile. The Fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR), and its affiliates. 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each Fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Prior to July 1, 2006, deferred amounts were treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds, and were marked-to-market. Effective July 1, 2006, deferred amounts will be directly invested in a cross-section of Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 486,141,900

Unrealized depreciation

(94,136,913)

Net unrealized appreciation (depreciation)

$ 392,004,987

Cost for federal income tax purposes

$ 2,705,208,631

New Accounting Pronouncement. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets and results of operations.

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2 R shares, and Investor Class R shares held less than 60 days are subject to a redemption fee equal to 1% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,410,822,480 and $2,343,070,900, respectively.

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 that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .27% 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 annualized management fee rate was .72% of the Fund's average net assets.

VIP Overseas Portfolio

4. Fees and Other Transactions with Affiliates - continued

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' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets. For the period, each class paid FDC the following amounts, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services:

Service Class

$ 171,456

Service Class 2

708,331

Service Class R

65,322

Service Class 2 R

72,331

$ 1,017,440

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 an asset-based fee with respect to each class. Each class with the exception of Investor Class R pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class R pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 541,839

Service Class

116,061

Service Class 2

194,616

Initial Class R

75,037

Service Class R

43,659

Service Class 2R

19,426

Investor Class R

61,150

$ 1,051,788

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The Fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

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 were $675 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 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, which amounts to $4,071 and is reflected in Miscellaneous Expense on the Statement of Operations. 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,527,540 for the period. 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 $6,497.

8. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owner of record of 15% of the total outstanding shares of the fund and two otherwise unaffiliated shareholders were the owners of record of 39% of the total outstanding shares of the fund.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

From net investment income

Initial Class

$ 14,091,669

$ 9,625,631

Service Class

2,672,527

1,847,002

Service Class 2

3,822,324

1,745,414

Initial Class R

1,834,008

965,865

Service Class R

1,035,719

492,968

Service Class 2R

404,891

160,178

Investor Class R

387,994

-

Total

$ 24,249,132

$ 14,837,058

From net realized gain

Initial Class

$ 9,796,346

$ 7,533,103

Service Class

2,080,411

1,662,302

Service Class 2

3,312,681

1,745,414

Initial Class R

1,261,487

724,399

Service Class R

778,286

443,671

Service Class 2R

337,410

151,748

Investor Class R

258,663

-

Total

$ 17,825,284

$ 12,260,637

A Distributions for Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

VIP Overseas Portfolio

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

Initial Class

Shares sold

5,146,069

7,401,949

$ 110,358,555

$ 132,174,303

Reinvestment of distributions

1,151,230

1,002,262

23,888,015

17,158,734

Shares redeemed

(10,616,318)

(18,372,431)

(230,921,429)

(325,484,696)

Net increase (decrease)

(4,319,019)

(9,968,220)

$ (96,674,859)

$ (176,151,659)

Service Class

Shares sold

1,362,953

2,681,647

$ 28,862,329

$ 47,720,466

Reinvestment of distributions

229,833

205,704

4,752,938

3,509,304

Shares redeemed

(1,814,717)

(5,311,978)

(38,823,193)

(91,468,586)

Net increase (decrease)

(221,931)

(2,424,627)

$ (5,207,926)

$ (40,238,816)

Service Class 2

Shares sold

5,361,395

7,706,445

$ 116,027,110

$ 135,627,664

Reinvestment of distributions

346,191

205,102

7,135,005

3,490,828

Shares redeemed

(1,537,154)

(1,690,309)

(32,318,600)

(30,166,445)

Net increase (decrease)

4,170,432

6,221,238

$ 90,843,515

$ 108,952,047

Initial Class R

Shares sold

2,308,429

2,614,989

$ 49,742,723

$ 46,966,500

Reinvestment of distributions

149,396

98,846

3,095,495

1,690,264

Shares redeemed

(642,210)

(1,307,426)

(13,512,863)

(22,938,002)

Net increase (decrease)

1,815,615

1,406,409

$ 39,325,355

$ 25,718,762

Service Class R

Shares sold

850,306

1,192,156

$ 18,134,840

$ 21,053,947

Reinvestment of distributions

87,845

54,935

1,814,005

936,639

Shares redeemed

(384,061)

(578,793)

(8,292,070)

(10,225,074)

Net increase (decrease)

554,090

668,298

$ 11,656,775

$ 11,765,512

Service Class 2R

Shares sold

632,652

998,545

$ 13,354,025

$ 17,565,601

Reinvestment of distributions

36,227

18,435

742,301

311,926

Shares redeemed

(244,473)

(180,588)

(5,169,795)

(3,145,256)

Net increase (decrease)

424,406

836,392

$ 8,926,531

$ 14,732,271

Investor Class R

Shares sold

2,630,331

1,438,624

$ 56,519,137

$ 27,620,203

Reinvestment of distributions

31,194

-

646,657

-

Shares redeemed

(154,537)

(3,869)

(3,180,980)

(73,525)

Net increase (decrease)

2,506,988

1,434,755

$ 53,984,814

$ 27,546,678

A Share transactions for Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Overseas Portfolio

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

VIP Overseas Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company (formerly Fidelity
Management & Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRS-SANN-0806
1.705696.108

Fidelity® Variable Insurance Products:

Overseas Portfolio - Class R

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Portfolio

VIP Overseas Portfolio

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period *
January 1, 2006
to June 30, 2006

Initial Class

Actual

$ 1,000.00

$ 1,054.70

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class

Actual

$ 1,000.00

$ 1,053.90

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2

Actual

$ 1,000.00

$ 1,053.30

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Initial Class R

Actual

$ 1,000.00

$ 1,054.40

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class R

Actual

$ 1,000.00

$ 1,053.80

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2R

Actual

$ 1,000.00

$ 1,053.40

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Investor Class R

Actual

$ 1,000.00

$ 1,053.70

$ 5.09

HypotheticalA

$ 1,000.00

$ 1,019.84

$ 5.01

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Initial Class

.87%

Service Class

.97%

Service Class 2

1.12%

Initial Class R

.87%

Service Class R

.97%

Service Class 2R

1.12%

Investor Class R

1.00%

Semiannual Report

VIP Overseas Portfolio

Investment Changes

Geographic Diversification (% of fund's net assets)

As of June 30, 2006

United Kingdom

23.2%

Japan

19.8%

France

12.3%

Germany

9.9%

Switzerland

7.5%

United States of America

7.2%

Italy

3.5%

Australia

2.4%

Netherlands

2.4%

Other

11.8%



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

As of December 31, 2005

Japan

22.7%

United Kingdom

11.2%

France

10.2%

Taiwan

9.7%

United States of America

9.2%

Switzerland

8.4%

Germany

7.7%

Netherlands

4.5%

Italy

2.7%

Other

13.7%



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

Asset Allocation

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

94.1

95.0

Short-Term Investments and Net Other Assets

5.9

5.0

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

0.9

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.8

1.1

Novartis AG (Reg.) (Switzerland, Pharmaceuticals)

1.5

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.9

HSBC Holdings PLC (United Kingdom) (Reg.) (United Kingdom, Commercial Banks)

1.5

0.5

Toyota Motor Corp. (Japan, Automobiles)

1.5

2.4

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (Reg.) (Switzerland, Capital Markets)

1.3

1.0

E.ON AG (Germany, Electric Utilities)

1.2

1.0

Total SA Series B (France, Oil, Gas & Consumable Fuels)

1.1

2.9

15.4

Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.8

26.9

Consumer Discretionary

13.0

9.8

Information Technology

10.4

20.4

Energy

9.5

9.1

Industrials

8.4

3.1

Health Care

8.4

7.9

Consumer Staples

6.5

6.2

Materials

5.5

6.4

Telecommunication Services

3.2

3.9

Utilities

2.4

1.3

Semiannual Report

VIP Overseas Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%

Shares

Value (Note 1)

Australia - 2.4%

Aristocrat Leisure Ltd.

941,900

$ 9,015,652

BHP Billiton Ltd.

740,600

15,948,822

Computershare Ltd.

1,571,300

9,166,536

Macquarie Bank Ltd.

151,700

7,778,774

National Australia Bank Ltd.

843,600

22,042,554

Rio Tinto Ltd.

79,200

4,579,112

Silex Systems Ltd. (a)

1,297,800

3,934,997

TOTAL AUSTRALIA

72,466,447

Austria - 0.5%

Austriamicrosystems AG (a)

31,177

1,613,043

OMV AG

212,900

12,677,505

TOTAL AUSTRIA

14,290,548

Belgium - 0.3%

InBev SA

205,800

10,095,996

Brazil - 0.2%

Lojas Renner SA

90,200

4,789,233

Canada - 0.4%

Cameco Corp.

171,200

6,820,088

Talisman Energy, Inc.

275,400

4,805,869

TOTAL CANADA

11,625,957

China - 0.1%

China Techfaith Wireless Communication Technology Ltd. sponsored ADR (a)

65,500

967,435

Global Bio-Chem Technology Group Co. Ltd.

7,820,000

3,322,839

TOTAL CHINA

4,290,274

Finland - 1.4%

Neste Oil Oyj

231,300

8,148,507

Nokia Corp. sponsored ADR

1,652,600

33,481,676

TOTAL FINLAND

41,630,183

France - 12.3%

Alcatel SA:

(RFD)

742,000

9,356,617

sponsored ADR (a)

101,100

1,274,871

Alstom SA (a)

225,600

20,619,578

Arkema (a)

14,440

563,570

AXA SA

180,104

5,911,783

AXA SA rights 6/30/06 (a)

180,104

152,057

BNP Paribas SA

199,902

19,140,241

Cap Gemini SA

330,600

18,874,184

Carrefour SA

416,800

24,440,538

Clarins SA

52,600

3,636,804

CNP Assurances

93,800

8,921,179

Compagnie Generale de Geophysique SA (a)

54,500

9,404,742

Electricite de France

84,800

4,469,218

Financiere Marc de Lacharriere SA (Fimalac)

108,700

8,572,373

Shares

Value (Note 1)

France Telecom SA

106,661

$ 2,293,569

Groupe Danone

116,800

14,843,939

Ingenico SA

634,798

13,966,978

L'Air Liquide SA

90,090

17,551,528

L'Oreal SA

158,395

14,963,405

Louis Vuitton Moet Hennessy (LVMH)

102,500

10,174,757

Neopost SA

83,900

9,562,647

Publicis Groupe SA (d)

192,100

7,421,176

Remy Cointreau SA

95,400

4,889,970

Renault SA

137,100

14,731,779

Sanofi-Aventis sponsored ADR

647,100

31,513,770

Silicon On Insulator Technologies SA (SOITEC) (a)

161,900

4,790,280

Societe Generale Series A

20,200

2,971,582

Suez SA (France) (a)

361,700

15,037,316

Total SA Series B

511,700

33,526,582

Vallourec SA (d)

7,900

9,499,339

Vinci SA

84,600

8,717,147

Vivendi Universal SA sponsored ADR

357,200

12,469,852

TOTAL FRANCE

364,263,371

Germany - 9.9%

Aareal Bank AG (a)

169,511

6,396,735

ADVA AG Optical Networking (a)

670,101

6,814,686

Allianz AG (Reg.)

144,400

22,815,201

Bayer AG

412,700

18,947,058

Bayerische Motoren Werke AG (BMW)

96,000

4,796,693

Beiersdorf AG

76,400

11,513,675

Commerzbank AG

325,000

11,823,646

DaimlerChrysler AG

87,200

4,304,192

Deutsche Postbank AG (d)

97,600

7,024,056

Deutsche Telekom AG sponsored ADR

148,200

2,377,128

Deutz AG (a)

967,563

7,611,895

E.ON AG

315,244

36,268,820

ESCADA AG (a)

381,121

9,409,329

GFK AG (d)

75,769

2,762,326

Heidelberger Druckmaschinen AG

393,000

17,871,895

Hugo Boss AG

171,500

7,307,641

Hypo Real Estate Holding AG

167,800

10,193,717

MPC Muenchmeyer Petersen Capital AG

50,800

3,763,836

Q-Cells AG

44,500

3,743,349

RWE AG

171,300

14,254,209

SAP AG sponsored ADR

489,300

25,698,036

SGL Carbon AG (a)

592,200

11,885,838

Siemens AG sponsored ADR

285,600

24,795,792

Techem AG

63,400

2,935,866

Thielert AG

128,900

3,960,631

United Internet AG

152,800

2,202,854

Wincor Nixdorf AG

94,200

12,044,039

TOTAL GERMANY

293,523,143

Hong Kong - 0.1%

Dynasty Fine Wines Group Ltd.

10,966,000

3,988,920

Common Stocks - continued

Shares

Value (Note 1)

India - 0.3%

Infosys Technologies Ltd.

62,333

$ 4,183,091

Satyam Computer Services Ltd.

238,980

3,696,429

TOTAL INDIA

7,879,520

Ireland - 1.5%

Allied Irish Banks PLC

816,600

19,745,389

Irish Life & Permanent PLC

573,500

13,645,354

Kerry Group PLC Class A

190,400

4,091,803

Ryanair Holdings PLC sponsored ADR (a)

119,400

6,294,768

TOTAL IRELAND

43,777,314

Israel - 1.0%

Bank Hapoalim BM (Reg.)

3,143,000

13,413,923

ECI Telecom Ltd. (a)

1,172,600

9,451,156

ECtel Ltd. (a)

28,939

127,332

Mizrahi Tefahot Bank Ltd. (a)

749,100

4,370,561

Vizrt Ltd. (a)

273,100

3,224,496

TOTAL ISRAEL

30,587,468

Italy - 3.5%

Azimut Holdings Spa

518,100

5,419,336

Banca Intesa Spa

2,436,700

14,269,748

Banche Popolari Unite SCpA

394,500

10,208,956

ENI Spa

948,786

27,870,587

FASTWEB Spa

111,700

4,855,288

Lottomatica Spa

155,800

5,923,177

Pirelli & C. Real Estate Spa

78,000

5,232,337

Unicredito Italiano Spa

3,963,500

31,044,278

TOTAL ITALY

104,823,707

Japan - 19.8%

Aeon Co. Ltd.

852,200

18,693,660

Aeon Fantasy Co. Ltd.

84,200

2,788,884

Aiful Corp.

42,000

2,242,692

Canon, Inc. (d)

426,150

20,816,007

Credit Saison Co. Ltd.

324,000

15,346,996

Daiichi Sankyo Co. Ltd.

299,200

8,236,662

Daiki Co. Ltd.

170,100

1,977,129

Daiwa Securities Group, Inc.

810,000

9,655,582

E*TRADE Securities Co. Ltd. (d)

3,086

4,126,354

Fanuc Ltd.

171,000

15,362,727

Fuji Television Network, Inc.

3,165

7,025,650

Fujitsu Ltd.

1,707,000

13,232,327

Homac Corp.

162,600

2,675,777

Honda Motor Co. Ltd.

97,400

3,099,268

Honeys Co. Ltd. (d)

100,890

4,320,393

Hoya Corp.

322,800

11,481,722

Ibiden Co. Ltd.

131,700

6,330,347

JAFCO Co. Ltd. (d)

135,900

8,147,468

JFE Holdings, Inc.

211,500

8,964,606

JGC Corp.

317,000

5,454,866

Kahma Co. Ltd. (d)

100,000

2,709,198

Shares

Value (Note 1)

KOEI Co. Ltd. (d)

249,100

$ 4,441,023

Konami Corp.

184,900

4,080,162

Kose Corp.

240,400

7,563,382

Marui Co. Ltd.

310,100

4,829,349

Matsushita Electric Industrial Co. Ltd.

275,000

5,810,750

Matsushita Electric Industrial Co. Ltd. ADR

396,200

8,371,706

Millea Holdings, Inc.

515

9,582,090

Mitsubishi Estate Co. Ltd.

630,000

13,379,069

Mitsubishi UFJ Financial Group, Inc.

1,366

19,055,700

Mitsui Fudosan Co. Ltd.

137,000

2,975,268

Mitsui Trust Holdings, Inc.

600

7,210

Mizuho Financial Group, Inc.

3,252

27,539,332

Murata Manufacturing Co. Ltd.

122,700

7,967,324

Nafco Co. Ltd.

161,200

4,860,302

Nikko Cordial Corp.

1,122,900

14,366,840

Nintendo Co. Ltd.

118,600

19,900,546

Nippon Electric Glass Co. Ltd.

422,000

8,463,972

Nishimatsuya Chain Co. Ltd.

220,800

4,274,171

Nissan Motor Co. Ltd. (d)

995,800

10,943,842

Nitto Denko Corp.

192,000

13,675,333

NSK Ltd.

1,142,000

9,471,339

NTN Corp.

395,000

3,124,099

OMC Card, Inc.

372,100

5,300,616

Organo Corp.

291,000

2,543,151

ORIX Corp.

59,620

14,563,068

Point, Inc. (d)

97,600

5,510,125

Sompo Japan Insurance, Inc.

479,000

6,697,837

Sony Corp. sponsored ADR

360,600

15,880,824

St. Marc Holdings Co. Ltd.

48,000

3,313,961

Stanley Electric Co. Ltd.

293,000

6,043,085

Sumitomo Mitsui Financial Group, Inc.

2,134

22,566,223

Sumitomo Trust & Banking Co. Ltd.

772,600

8,440,026

T&D Holdings, Inc.

323,050

26,115,032

Takashimaya Co. Ltd.

872,000

10,943,343

The Sumitomo Warehouse Co. Ltd. (d)

344,000

2,540,354

Tokuyama Corp.

464,000

6,893,599

Toyota Motor Corp.

844,600

44,168,357

USS Co. Ltd.

154,710

10,221,609

Xebio Co. Ltd.

158,200

5,405,829

Yahoo! Japan Corp.

18,531

9,814,102

Yamada Denki Co. Ltd.

43,200

4,405,890

TOTAL JAPAN

588,738,155

Korea (South) - 0.2%

Samsung Electronics Co. Ltd.

8,100

5,148,414

Luxembourg - 0.4%

Gemplus International SA

1,052,200

2,341,995

SES Global unit

562,747

7,990,512

TOTAL LUXEMBOURG

10,332,507

Netherlands - 2.4%

ABN-AMRO Holding NV sponsored ADR (d)

680,100

18,607,536

Common Stocks - continued

Shares

Value (Note 1)

Netherlands - continued

Fugro NV (Certificaten Van Aandelen) unit

169,200

$ 7,298,378

ING Groep NV (Certificaten Van Aandelen)

328,224

12,905,767

Koninklijke KPN NV sponsored ADR

943,000

10,627,610

Koninklijke Numico NV

174,700

7,841,781

Royal DSM NV (a)

319,900

13,324,076

TOTAL NETHERLANDS

70,605,148

Norway - 1.5%

Acta Holding ASA

718,500

2,285,753

DnB NOR ASA

1,271,400

15,780,403

Petrojarl ASA

136,700

900,513

Petroleum Geo-Services ASA (a)

136,700

7,709,266

Statoil ASA

409,000

11,598,596

TANDBERG ASA

731,400

6,052,009

TOTAL NORWAY

44,326,540

Russia - 0.2%

Vimpel Communications sponsored ADR (a)

93,700

4,293,334

South Africa - 0.4%

Nedbank Group Ltd.

554,158

8,733,592

Sasol Ltd. sponsored ADR

112,500

4,347,000

TOTAL SOUTH AFRICA

13,080,592

Spain - 2.0%

Banco Bilbao Vizcaya Argentaria SA

1,032,600

21,271,553

Banco Pastor SA

374,800

4,914,303

Banco Santander Central Hispano SA

722,700

10,565,876

Gestevision Telecinco SA

4,177

100,185

Telefonica SA

1,427,380

23,665,968

TOTAL SPAIN

60,517,885

Sweden - 0.9%

Alfa Laval AB

201,100

6,022,715

Gant Co. AB

4,500

117,885

Modern Times Group AB (MTG):

(B Shares) (a)

132,800

6,985,491

(Redemption Shares) (a)

132,800

562,900

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

374,600

12,376,784

TOTAL SWEDEN

26,065,775

Switzerland - 7.5%

ABB Ltd. (Reg.)

1,372,559

17,851,688

Compagnie Financiere Richemont unit

259,965

11,908,417

Credit Suisse Group (Reg.)

186,076

10,418,396

Nestle SA (Reg.)

36,526

11,473,198

Nobel Biocare Holding AG (Switzerland)

41,473

9,846,657

Novartis AG (Reg.)

844,379

45,528,916

Roche Holding AG (participation certificate)

269,254

44,512,256

Schindler Holding AG (Reg.)

123,000

6,509,693

Shares

Value (Note 1)

Societe Generale de Surveillance Holding SA (SGS) (Reg.)

16,436

$ 15,595,714

Syngenta AG sponsored ADR

399,200

10,602,752

UBS AG (Reg.)

344,851

37,830,155

TOTAL SWITZERLAND

222,077,842

Taiwan - 0.1%

Hon Hai Precision Industry Co. Ltd. (Foxconn)

410,000

2,532,545

Thailand - 0.3%

Bangkok Bank Ltd. PCL (For. Reg.)

3,480,400

9,677,923

United Kingdom - 23.2%

Amvescap PLC

781,300

7,156,627

Anglo American PLC (United Kingdom)

348,800

14,308,829

AstraZeneca PLC (United Kingdom)

512,500

30,657,748

BAE Systems PLC

1,846,500

12,627,680

Barclays PLC

702,800

8,043,544

Benfield Group PLC

1,671,800

10,659,938

BG Group PLC

1,686,000

22,530,016

BHP Billiton PLC

973,395

18,885,595

BP PLC

6,803,706

78,934,357

British Land Co. PLC

737,900

17,237,208

Cable & Wireless PLC

2,972,200

6,321,817

Cadbury Schweppes PLC

1,111,500

10,720,866

Corin Group PLC

310,802

1,649,802

Diageo PLC

1,075,300

18,159,130

Eircom Group PLC

1,736,300

4,841,943

EMI Group PLC

2,802,300

15,743,344

Gallaher Group PLC

440,100

6,880,965

GlaxoSmithKline PLC

1,807,700

50,434,828

GlaxoSmithKline PLC sponsored ADR

80,300

4,480,740

Gyrus Group PLC (a)

1,844,500

11,727,014

HBOS PLC

342,000

5,945,933

HSBC Holdings PLC:

(Hong Kong) (Reg.)

996,400

17,606,388

(United Kingdom) (Reg.)

2,503,626

44,239,093

Informa PLC

919,700

7,335,697

Intec Telecom Systems PLC (a)

2,467,800

2,464,733

Intertek Group PLC

197,500

2,557,003

Jardine Lloyd Thompson Group PLC

877,073

6,034,548

Ladbrokes PLC

771,705

5,816,276

Lloyds TSB Group PLC

815,400

8,015,674

Man Group PLC

350,700

16,527,275

Marks & Spencer Group PLC

1,078,100

11,704,779

Mothercare PLC

738,900

4,441,556

NETeller PLC (a)

198,100

2,183,719

New Star Asset Management Ltd.

514,300

3,721,662

Pipex Communications PLC (a)

15,601,100

2,813,364

Prudential PLC

1,781,200

20,128,897

Reckitt Benckiser PLC

172,300

6,437,285

Reed Elsevier PLC

1,519,900

15,348,775

Reuters Group PLC

2,687,700

19,138,487

Rio Tinto PLC (Reg.)

270,606

14,187,194

Royal Bank of Scotland Group PLC

489,300

16,090,630

Common Stocks - continued

Shares

Value (Note 1)

United Kingdom - continued

Royal Dutch Shell PLC:

Class A sponsored ADR

567,000

$ 37,977,660

Class B

242,900

8,485,712

Smiths Group PLC

557,800

9,192,260

Vodafone Group PLC

12,850,700

27,371,956

Whatman PLC

1,429,900

8,376,997

WPP Group PLC

840,200

10,131,126

Xstrata PLC

105,300

3,992,531

TOTAL UNITED KINGDOM

690,269,201

United States of America - 1.3%

Estee Lauder Companies, Inc. Class A

327,200

12,652,824

Hexcel Corp. (a)

415,700

6,530,647

NTL, Inc.

374,750

9,331,275

Synthes, Inc.

92,918

11,210,965

TOTAL UNITED STATES OF AMERICA

39,725,711

TOTAL COMMON STOCKS

(Cost $2,389,462,300)

2,795,423,653

Money Market Funds - 10.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.11% (b)

221,727,738

$ 221,727,738

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

80,062,227

80,062,227

TOTAL MONEY MARKET FUNDS

(Cost $301,789,965)

301,789,965

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $2,691,252,265)

3,097,213,618

NET OTHER ASSETS - (4.2)%

(125,611,307)

NET ASSETS - 100%

$ 2,971,602,311

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,843,072

Fidelity Securities Lending Cash Central Fund

2,411,334

Total

$ 5,254,406

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $156,501,171 of which $109,194,861 and $47,306,310 will expire on December 31, 2010 and 2011, respectively.

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

VIP Overseas Portfolio

VIP Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $76,830,072) - See accompanying schedule:

Unaffiliated issuers (cost $2,389,462,300)

$ 2,795,423,653

Affiliated Central Funds (cost $301,789,965)

301,789,965

Total Investments (cost $2,691,252,265)

$ 3,097,213,618

Receivable for investments sold

24,958,808

Receivable for fund shares sold

1,450,269

Dividends receivable

4,660,823

Interest receivable

940,292

Prepaid expenses

4,629

Other receivables

434,459

Total assets

3,129,662,898

Liabilities

Payable to custodian bank

$ 2,304,643

Payable for investments purchased

71,509,807

Payable for fund shares redeemed

1,706,666

Accrued management fee

1,711,764

Distribution fees payable

172,120

Other affiliated payables

337,874

Other payables and accrued expenses

255,486

Collateral on securities loaned, at value

80,062,227

Total liabilities

158,060,587

Net Assets

$ 2,971,602,311

Net Assets consist of:

Paid in capital

$ 2,375,670,305

Undistributed net investment income

37,346,252

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

152,633,494

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

405,952,260

Net Assets

$ 2,971,602,311

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,516,505,461 ÷ 70,867,524 shares)

$ 21.40

Service Class:
Net Asset Value, offering price and redemption price per share ($337,882,077 ÷ 15,851,702 shares)

$ 21.32

Service Class 2:
Net Asset Value, offering price and redemption price per share ($610,946,079 ÷ 28,776,586 shares)

$ 21.23

Initial Class R:
Net Asset Value, offering price and redemption price per share ($230,114,618 ÷ 10,771,809 shares)

$ 21.36

Service Class R:
Net Asset Value, offering price and redemption price per share ($131,709,298 ÷ 6,186,939 shares)

$ 21.29

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($60,237,019 ÷ 2,854,007 shares)

$ 21.11

Investor Class R:
Net Asset Value, offering price and redemption price per share ($84,207,759 ÷ 3,941,743 shares)

$ 21.36

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

Semiannual Report

VIP Overseas Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 49,134,063

Interest

65,992

Income from affiliated Central Funds (including $2,411,334 from security lending)

5,254,406

54,454,461

Less foreign taxes withheld

(4,489,941)

Total income

49,964,520

Expenses

Management fee

$ 10,639,981

Transfer agent fees

1,051,788

Distribution fees

1,017,440

Accounting and security lending fees

697,144

Independent trustees' compensation

5,619

Appreciation in deferred trustee compensation account

4,959

Custodian fees and expenses

444,478

Audit

40,095

Legal

19,450

Miscellaneous

107,580

Total expenses before reductions

14,028,534

Expense reductions

(1,534,037)

12,494,497

Net investment income (loss)

37,470,023

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $633,524)

323,676,816

Foreign currency transactions

294,907

Total net realized gain (loss)

323,971,723

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $266,914)

(211,054,847)

Assets and liabilities in foreign currencies

47,376

Total change in net unrealized appreciation (depreciation)

(211,007,471)

Net gain (loss)

112,964,252

Net increase (decrease) in net assets resulting from operations

$ 150,434,275

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 37,470,023

$ 24,787,096

Net realized gain (loss)

323,971,723

344,848,271

Change in net unrealized appreciation (depreciation)

(211,007,471)

65,476,773

Net increase (decrease) in net assets resulting from operations

150,434,275

435,112,140

Distributions to shareholders from net investment income

(24,249,132)

(14,837,058)

Distributions to shareholders from net realized gain

(17,825,284)

(12,260,637)

Total distributions

(42,074,416)

(27,097,695)

Share transactions - net increase (decrease)

102,854,205

(27,675,205)

Redemption fees

40,201

31,974

Total increase (decrease) in net assets

211,254,265

380,371,214

Net Assets

Beginning of period

2,760,348,046

2,379,976,832

End of period (including undistributed net investment income of $37,346,252 and undistributed net investment income of $24,125,361, respectively)

$ 2,971,602,311

$ 2,760,348,046

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

VIP Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

$ 20.00

Income from Investment Operations

Net investment income (loss) E

.28

.20

.13

.11

.10

.14

Net realized and unrealized gain (loss)

.84

3.10

1.97

4.60

(2.90)

(3.86)

Total from investment operations

1.12

3.30

2.10

4.71

(2.80)

(3.72)

Distributions from net investment income

(.19)

(.12)

(.18)

(.10)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.32)

(.21)

(.18)

(.10)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.40

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

Total Return B, C, D

5.47%

19.06%

13.57%

43.37%

(20.28)%

(21.21)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.86%

.87%

Net investment income (loss)

1.30% H

1.11%

.80%

.87%

.79%

.91%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,516,505

$ 1,549,179

$ 1,491,485

$ 1,436,137

$ 1,031,489

$ 1,496,873

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

$ 19.94

Income from Investment Operations

Net investment income (loss) E

.27

.18

.11

.09

.09

.12

Net realized and unrealized gain (loss)

.83

3.09

1.97

4.59

(2.89)

(3.84)

Total from investment operations

1.10

3.27

2.08

4.68

(2.80)

(3.72)

Distributions from net investment income

(.17)

(.10)

(.17)

(.09)

(.09)

(.92)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.30)

(.19)

(.17)

(.09)

(.09)

(2.39)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.32

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

Total Return B, C, D

5.39%

18.97%

13.49%

43.20%

(20.34)%

(21.27)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of all reductions

.87% A

.92%

.97%

.96%

.96%

.97%

Net investment income (loss)

1.25% H

1.02%

.69%

.77%

.69%

.81%

Supplemental Data

Net assets, end of period (000 omitted)

$ 337,882

$ 329,759

$ 322,649

$ 246,632

$ 177,322

$ 240,525

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

$ 19.91

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.07

.10

Net realized and unrealized gain (loss)

.83

3.08

1.97

4.58

(2.88)

(3.80)

Total from investment operations

1.08

3.22

2.05

4.66

(2.81)

(3.70)

Distributions from net investment income

(.15)

(.09)

(.16)

(.06)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.28)

(.18)

(.16)

(.06)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.23

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

Total Return B, C, D

5.33%

18.72%

13.31%

43.04%

(20.46)%

(21.20)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of all reductions

1.02% A

1.07%

1.12%

1.12%

1.12%

1.12%

Net investment income (loss)

1.17% H

.79%

.54%

.61%

.53%

.65%

Supplemental Data

Net assets, end of period (000 omitted)

$ 610,946

$ 502,801

$ 319,708

$ 140,822

$ 47,824

$ 48,843

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Initial Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.57

$ 17.49

$ 15.57

$ 10.98

$ 14.05

Income from Investment Operations

Net investment income (loss) E

.28

.19

.12

.11

.06

Net realized and unrealized gain (loss)

.83

3.10

1.98

4.59

(3.13)

Total from investment operations

1.11

3.29

2.10

4.70

(3.07)

Distributions from net investment income

(.19)

(.12)

(.18)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.32)

(.21)

(.18)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.36

$ 20.57

$ 17.49

$ 15.57

$ 10.98

Total Return B, C, D

5.44%

19.05%

13.59%

43.32%

(21.85)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.91% A

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.91% A

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.87% A

Net investment income (loss)

1.30% I

1.08%

.79%

.87%

.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 230,115

$ 184,245

$ 132,064

$ 39,466

$ 15,649

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 long-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Financial Highlights - Service Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.50

$ 17.43

$ 15.52

$ 10.94

$ 14.01

Income from Investment Operations

Net investment income (loss) E

.27

.17

.11

.10

.05

Net realized and unrealized gain (loss)

.82

3.09

1.97

4.58

(3.12)

Total from investment operations

1.09

3.26

2.08

4.68

(3.07)

Distributions from net investment income

(.17)

(.10)

(.17)

(.10)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.30)

(.19)

(.17)

(.10)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.29

$ 20.50

$ 17.43

$ 15.52

$ 10.94

Total Return B, C, D

5.38%

18.92%

13.50%

43.25%

(21.91)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of all reductions

.87% A

.92%

.96%

.96%

.97% A

Net investment income (loss)

1.25% I

.96%

.70%

.77%

.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 131,709

$ 115,449

$ 86,509

$ 56,141

$ 17,997

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.32

$ 17.30

$ 15.42

$ 10.90

$ 13.96

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.04

Net realized and unrealized gain (loss)

.83

3.07

1.96

4.55

(3.10)

Total from investment operations

1.08

3.21

2.04

4.63

(3.06)

Distributions from net investment income

(.16)

(.10)

(.16)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.29)

(.19)

(.16)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.11

$ 20.32

$ 17.30

$ 15.42

$ 10.90

Total Return B, C, D

5.34%

18.74%

13.32%

43.00%

(21.92)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of all reductions

1.02% A

1.07%

1.11%

1.11%

1.14% A

Net investment income (loss)

1.17% I

.77%

.55%

.62%

.52% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 60,237

$ 49,373

$ 27,562

$ 7,072

$ 1,616

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Investor Class R

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 20.59

$ 17.69

Income from Investment Operations

Net investment income (loss) E

.26

.02

Net realized and unrealized gain (loss)

.84

2.88

Total from investment operations

1.10

2.90

Distributions from net investment income

(.20)

-

Distributions from net realized gain

(.13)

-

Total distributions

(.33)

-

Redemption fees added to paid in capital E, H

-

-

Net asset value, end of period

$ 21.36

$ 20.59

Total Return B, C, D

5.37%

16.39%

Ratios to Average Net Assets G

Expenses before reductions

1.00% A

1.07% A

Expenses net of fee waivers, if any

1.00% A

1.07% A

Expenses net of all reductions

.90% A

1.00% A

Net investment income (loss)

1.23% I

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 84,208

$ 29,544

Portfolio turnover rate

165% A

92%

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 July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year. J Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Notes to Financial Statements

For the period ended June 30, 2006 (Unaudited)

1. Significant Accounting Policies.

VIP Overseas Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) (referred to in this report as VIP Overseas 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 the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares, and Investor Class R 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 transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile. The Fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR), and its affiliates. 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each Fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Prior to July 1, 2006, deferred amounts were treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds, and were marked-to-market. Effective July 1, 2006, deferred amounts will be directly invested in a cross-section of Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 486,141,900

Unrealized depreciation

(94,136,913)

Net unrealized appreciation (depreciation)

$ 392,004,987

Cost for federal income tax purposes

$ 2,705,208,631

New Accounting Pronouncement. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets and results of operations.

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2 R shares, and Investor Class R shares held less than 60 days are subject to a redemption fee equal to 1% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,410,822,480 and $2,343,070,900, respectively.

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 that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .27% 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 annualized management fee rate was .72% of the Fund's average net assets.

VIP Overseas Portfolio

4. Fees and Other Transactions with Affiliates - continued

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' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets. For the period, each class paid FDC the following amounts, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services:

Service Class

$ 171,456

Service Class 2

708,331

Service Class R

65,322

Service Class 2 R

72,331

$ 1,017,440

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 an asset-based fee with respect to each class. Each class with the exception of Investor Class R pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class R pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 541,839

Service Class

116,061

Service Class 2

194,616

Initial Class R

75,037

Service Class R

43,659

Service Class 2R

19,426

Investor Class R

61,150

$ 1,051,788

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The Fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

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 were $675 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 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, which amounts to $4,071 and is reflected in Miscellaneous Expense on the Statement of Operations. 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,527,540 for the period. 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 $6,497.

8. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owner of record of 15% of the total outstanding shares of the fund and two otherwise unaffiliated shareholders were the owners of record of 39% of the total outstanding shares of the fund.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

From net investment income

Initial Class

$ 14,091,669

$ 9,625,631

Service Class

2,672,527

1,847,002

Service Class 2

3,822,324

1,745,414

Initial Class R

1,834,008

965,865

Service Class R

1,035,719

492,968

Service Class 2R

404,891

160,178

Investor Class R

387,994

-

Total

$ 24,249,132

$ 14,837,058

From net realized gain

Initial Class

$ 9,796,346

$ 7,533,103

Service Class

2,080,411

1,662,302

Service Class 2

3,312,681

1,745,414

Initial Class R

1,261,487

724,399

Service Class R

778,286

443,671

Service Class 2R

337,410

151,748

Investor Class R

258,663

-

Total

$ 17,825,284

$ 12,260,637

A Distributions for Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

VIP Overseas Portfolio

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

Initial Class

Shares sold

5,146,069

7,401,949

$ 110,358,555

$ 132,174,303

Reinvestment of distributions

1,151,230

1,002,262

23,888,015

17,158,734

Shares redeemed

(10,616,318)

(18,372,431)

(230,921,429)

(325,484,696)

Net increase (decrease)

(4,319,019)

(9,968,220)

$ (96,674,859)

$ (176,151,659)

Service Class

Shares sold

1,362,953

2,681,647

$ 28,862,329

$ 47,720,466

Reinvestment of distributions

229,833

205,704

4,752,938

3,509,304

Shares redeemed

(1,814,717)

(5,311,978)

(38,823,193)

(91,468,586)

Net increase (decrease)

(221,931)

(2,424,627)

$ (5,207,926)

$ (40,238,816)

Service Class 2

Shares sold

5,361,395

7,706,445

$ 116,027,110

$ 135,627,664

Reinvestment of distributions

346,191

205,102

7,135,005

3,490,828

Shares redeemed

(1,537,154)

(1,690,309)

(32,318,600)

(30,166,445)

Net increase (decrease)

4,170,432

6,221,238

$ 90,843,515

$ 108,952,047

Initial Class R

Shares sold

2,308,429

2,614,989

$ 49,742,723

$ 46,966,500

Reinvestment of distributions

149,396

98,846

3,095,495

1,690,264

Shares redeemed

(642,210)

(1,307,426)

(13,512,863)

(22,938,002)

Net increase (decrease)

1,815,615

1,406,409

$ 39,325,355

$ 25,718,762

Service Class R

Shares sold

850,306

1,192,156

$ 18,134,840

$ 21,053,947

Reinvestment of distributions

87,845

54,935

1,814,005

936,639

Shares redeemed

(384,061)

(578,793)

(8,292,070)

(10,225,074)

Net increase (decrease)

554,090

668,298

$ 11,656,775

$ 11,765,512

Service Class 2R

Shares sold

632,652

998,545

$ 13,354,025

$ 17,565,601

Reinvestment of distributions

36,227

18,435

742,301

311,926

Shares redeemed

(244,473)

(180,588)

(5,169,795)

(3,145,256)

Net increase (decrease)

424,406

836,392

$ 8,926,531

$ 14,732,271

Investor Class R

Shares sold

2,630,331

1,438,624

$ 56,519,137

$ 27,620,203

Reinvestment of distributions

31,194

-

646,657

-

Shares redeemed

(154,537)

(3,869)

(3,180,980)

(73,525)

Net increase (decrease)

2,506,988

1,434,755

$ 53,984,814

$ 27,546,678

A Share transactions for Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Overseas Portfolio

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

VIP Overseas Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company (formerly Fidelity
Management & Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRSR-SANN-0806
1.774855.104

Fidelity® Variable Insurance Products

VIP Contrafund® Portfolio

VIP Equity-Income Portfolio

VIP Growth Portfolio

VIP Growth & Income Portfolio

VIP Growth Opportunities
Portfolio

VIP Index 500 Portfolio

VIP Mid Cap Portfolio

VIP Overseas Portfolio

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses

VIP Contrafund

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Equity-Income

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Growth

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Growth & Income

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Growth Opportunities

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Index 500

<Click Here>

<Click Here>

<Click Here>

Investment Changes

Investments

Financial Statements

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Mid Cap

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

VIP Overseas

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Notes to Financial Statements

<Click Here>

Notes to the Financial Statements

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

The first line of the accompanying table for each class of each Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period *
January 1, 2006
to June 30, 2006

VIP Contrafund

Initial Class

Actual

$ 1,000.00

$ 1,040.40

$ 3.34

HypotheticalA

$ 1,000.00

$ 1,021.52

$ 3.31

Service Class

Actual

$ 1,000.00

$ 1,040.00

$ 3.84

HypotheticalA

$ 1,000.00

$ 1,021.03

$ 3.81

Service Class 2

Actual

$ 1,000.00

$ 1,039.10

$ 4.60

HypotheticalA

$ 1,000.00

$ 1,020.28

$ 4.56

Service Class 2R

Actual

$ 1,000.00

$ 1,039.20

$ 4.60

HypotheticalA

$ 1,000.00

$ 1,020.28

$ 4.56

Investor Class

Actual

$ 1,000.00

$ 1,039.90

$ 4.00

HypotheticalA

$ 1,000.00

$ 1,020.88

$ 3.96

VIP Equity-Income

Initial Class

Actual

$ 1,000.00

$ 1,051.20

$ 2.85

HypotheticalA

$ 1,000.00

$ 1,022.02

$ 2.81

Service Class

Actual

$ 1,000.00

$ 1,050.70

$ 3.36

HypotheticalA

$ 1,000.00

$ 1,021.52

$ 3.31

Service Class 2

Actual

$ 1,000.00

$ 1,050.00

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.78

$ 4.06

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period *
January 1, 2006
to June 30, 2006

VIP Equity-Income - continued

Service Class 2R

Actual

$ 1,000.00

$ 1,049.90

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.78

$ 4.06

Investor Class

Actual

$ 1,000.00

$ 1,050.50

$ 3.51

HypotheticalA

$ 1,000.00

$ 1,021.37

$ 3.46

VIP Growth

Initial Class

Actual

$ 1,000.00

$ 1,000.00

$ 3.27

HypotheticalA

$ 1,000.00

$ 1,021.52

$ 3.31

Service Class

Actual

$ 1,000.00

$ 999.50

$ 3.77

HypotheticalA

$ 1,000.00

$ 1,021.03

$ 3.81

Service Class 2

Actual

$ 1,000.00

$ 998.90

$ 4.56

HypotheticalA

$ 1,000.00

$ 1,020.23

$ 4.61

Service Class 2R

Actual

$ 1,000.00

$ 998.80

$ 4.51

HypotheticalA

$ 1,000.00

$ 1,020.28

$ 4.56

Investor Class

Actual

$ 1,000.00

$ 999.20

$ 3.92

HypotheticalA

$ 1,000.00

$ 1,020.88

$ 3.96

VIP Growth & Income

Initial Class

Actual

$ 1,000.00

$ 1,017.30

$ 2.90

HypotheticalA

$ 1,000.00

$ 1,021.92

$ 2.91

Service Class

Actual

$ 1,000.00

$ 1,015.80

$ 3.40

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class 2

Actual

$ 1,000.00

$ 1,015.40

$ 4.15

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16

Investor Class

Actual

$ 1,000.00

$ 1,015.70

$ 3.65

HypotheticalA

$ 1,000.00

$ 1,021.17

$ 3.66

VIP Growth Opportunities

Initial Class

Actual

$ 1,000.00

$ 957.00

$ 3.40

HypotheticalA

$ 1,000.00

$ 1,021.32

$ 3.51

Service Class

Actual

$ 1,000.00

$ 956.10

$ 3.88

HypotheticalA

$ 1,000.00

$ 1,020.83

$ 4.01

Service Class 2

Actual

$ 1,000.00

$ 955.60

$ 4.65

HypotheticalA

$ 1,000.00

$ 1,020.03

$ 4.81

Investor Class

Actual

$ 1,000.00

$ 956.10

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

VIP Index 500

Initial Class

Actual

$ 1,000.00

$ 1,026.90

$ .50

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class

Actual

$ 1,000.00

$ 1,026.40

$ 1.00

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period *
January 1, 2006
to June 30, 2006

VIP Index 500 - continued

Service Class 2

Actual

$ 1,000.00

$ 1,025.60

$ 1.76

HypotheticalA

$ 1,000.00

$ 1,023.06

$ 1.76

VIP Mid Cap

Initial Class

Actual

$ 1,000.00

$ 1,067.70

$ 3.49

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class

Actual

$ 1,000.00

$ 1,067.30

$ 4.00

HypotheticalA

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2

Actual

$ 1,000.00

$ 1,066.30

$ 4.76

HypotheticalA

$ 1,000.00

$ 1,020.18

$ 4.66

Investor Class

Actual

$ 1,000.00

$ 1,067.20

$ 4.10

HypotheticalA

$ 1,000.00

$ 1,020.83

$ 4.01

VIP Overseas

Initial Class

Actual

$ 1,000.00

$ 1,054.70

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class

Actual

$ 1,000.00

$ 1,053.90

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2

Actual

$ 1,000.00

$ 1,053.30

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Initial Class R

Actual

$ 1,000.00

$ 1,054.40

$ 4.43

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

Service Class R

Actual

$ 1,000.00

$ 1,053.80

$ 4.94

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

Service Class 2R

Actual

$ 1,000.00

$ 1,053.40

$ 5.70

HypotheticalA

$ 1,000.00

$ 1,019.24

$ 5.61

Investor Class R

Actual

$ 1,000.00

$ 1,053.70

$ 5.09

HypotheticalA

$ 1,000.00

$ 1,019.84

$ 5.01

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/ 365 (to reflect the one-half year period).

Annualized
Expense Ratio

VIP Contrafund

Initial Class

.66%

Service Class

.76%

Service Class 2

.91%

Service Class 2R

.91%

Investor Class

.79%

VIP Equity-Income

Initial Class

.56%

Service Class

.66%

Service Class 2

.81%

Service Class 2R

.81%

Investor Class

.69%

Annualized
Expense Ratio

VIP Growth

Initial Class

.66%

Service Class

.76%

Service Class 2

.92%

Service Class 2R

.91%

Investor Class

.79%

VIP Growth & Income

Initial Class

.58%

Service Class

.68%

Service Class 2

.83%

Investor Class

.73%

VIP Growth Opportunities

Initial Class

.70%

Service Class

.80%

Service Class 2

.96%

Investor Class

.85%

VIP Index 500

Initial Class

.10%

Service Class

.20%

Service Class 2

.35%

VIP Mid Cap

Initial Class

.68%

Service Class

.78%

Service Class 2

.93%

Investor Class

.80%

VIP Overseas

Initial Class

.87%

Service Class

.97%

Service Class 2

1.12%

Initial Class R

.87%

Service Class R

.97%

Service Class 2R

1.12%

Investor Class R

1.00%

Semiannual Report

VIP Contrafund Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (sub. vtg.)

3.7

3.4

Genentech, Inc.

2.4

2.9

Berkshire Hathaway, Inc. Class A

2.3

2.2

EnCana Corp.

2.2

2.6

Schlumberger Ltd. (NY Shares)

1.7

1.1

Procter & Gamble Co.

1.6

1.5

Wells Fargo & Co.

1.6

0.8

America Movil SA de CV Series L sponsored ADR

1.5

1.4

Hewlett-Packard Co.

1.5

0.7

Valero Energy Corp.

1.4

1.2

19.9

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.0

16.7

Information Technology

17.1

17.9

Energy

11.4

11.9

Health Care

9.9

14.3

Industrials

8.9

8.0

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 90.3%

Stocks 91.6%

Bonds 0.0%

Bonds 0.2%

Short-Term
Investments and
Net Other Assets 9.7%

Short-Term
Investments and
Net Other Assets 8.2%

*

Foreign investment 26.6%

*

* Foreign investments 26.3%



Semiannual Report

VIP Contrafund Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 8.0%

Auto Components - 0.0%

LKQ Corp. (a)

21,600

$ 410,400

Automobiles - 0.8%

General Motors Corp. (d)

548,600

16,342,794

Harley-Davidson, Inc.

119,500

6,559,355

Honda Motor Co. Ltd.

385,400

12,263,428

Hyundai Motor Co.

21,100

1,792,621

Renault SA

59,900

6,436,423

Toyota Motor Corp.

2,044,800

106,932,817

150,327,438

Distributors - 0.0%

Li & Fung Ltd.

4,444,000

8,983,847

Diversified Consumer Services - 0.0%

Laureate Education, Inc. (a)

35,300

1,504,839

Hotels, Restaurants & Leisure - 2.1%

Ambassadors Group, Inc.

556,599

16,074,579

Aristocrat Leisure Ltd. (d)

2,561,409

24,517,223

Chipotle Mexican Grill, Inc. Class A

309,050

18,836,598

Gaylord Entertainment Co. (a)

52,827

2,305,370

International Game Technology

280,600

10,645,964

Kerzner International Ltd. (a)

119,900

9,505,672

Las Vegas Sands Corp. (a)

864,900

67,341,114

Panera Bread Co. Class A (a)

943,036

63,409,741

Penn National Gaming, Inc. (a)

308,617

11,968,167

Starbucks Corp. (a)

1,646,500

62,171,840

Station Casinos, Inc.

673,100

45,824,648

Tim Hortons, Inc. (d)

368,400

9,486,300

William Hill PLC

1,906,742

22,094,241

Wynn Resorts Ltd. (a)

264,480

19,386,384

383,567,841

Household Durables - 0.6%

Garmin Ltd.

378,444

39,903,135

KB Home

110,700

5,075,595

Matsushita Electric Industrial Co. Ltd.

1,127,900

23,832,527

Sharp Corp.

768,000

12,134,971

Sony Corp.

446,500

19,663,860

Whirlpool Corp.

49,700

4,107,705

104,717,793

Internet & Catalog Retail - 0.2%

Coldwater Creek, Inc. (a)

213,777

5,720,673

Expedia, Inc. (a)

366,500

5,486,505

Liberty Media Holding Corp. - Interactive Series A (a)

552,483

9,535,857

Submarino SA

219,500

4,408,445

VistaPrint Ltd.

299,800

8,016,652

33,168,132

Leisure Equipment & Products - 0.0%

Aruze Corp.

55,400

1,205,558

Media - 1.6%

Focus Media Holding Ltd. ADR

179,970

11,726,845

Shares

Value (Note 1)

Live Nation, Inc. (a)

173,500

$ 3,532,460

McGraw-Hill Companies, Inc.

334,560

16,804,949

News Corp. Class B

1,567,300

31,628,114

Sirius Satellite Radio, Inc. (a)(d)

1,895,800

9,005,050

The Walt Disney Co.

6,823,643

204,709,290

The Weinstein Co. II Holdings, LLC Class A-1 (a)(f)

11,499

11,499,000

Thomson Corp.

121,300

4,673,576

293,579,284

Multiline Retail - 0.6%

JCPenney Co., Inc.

466,300

31,479,913

Marks & Spencer Group PLC

6,236,753

67,711,544

Nordstrom, Inc.

234,900

8,573,850

Target Corp.

144,740

7,073,444

114,838,751

Specialty Retail - 1.8%

Best Buy Co., Inc.

1,293,050

70,910,862

Circuit City Stores, Inc.

1,785,572

48,603,270

Inditex SA

225,500

9,513,398

J. Crew Group, Inc.

612,000

16,799,400

Limited Brands, Inc.

511,800

13,096,962

O'Reilly Automotive, Inc. (a)

44,800

1,397,312

Office Depot, Inc. (a)

2,108,160

80,110,080

Payless ShoeSource, Inc. (a)

201,800

5,482,906

Staples, Inc.

1,779,500

43,277,440

The Children's Place Retail Stores, Inc. (a)

44,126

2,649,766

TJX Companies, Inc.

1,878,500

42,942,510

Tractor Supply Co. (a)

65,901

3,642,348

Wet Seal, Inc. Class A (a)

518,565

2,530,597

340,956,851

Textiles, Apparel & Luxury Goods - 0.3%

Burberry Group PLC

963,711

7,664,456

Coach, Inc. (a)

377,578

11,289,582

Delta Woodside Industries, Inc. (a)

22,175

3,770

Luxottica Group Spa sponsored ADR

59,800

1,622,374

Polo Ralph Lauren Corp. Class A

58,900

3,233,610

Puma AG

24,900

9,680,803

Under Armour, Inc. Class A (sub. vtg.)

172,900

7,368,998

VF Corp.

198,500

13,482,120

Wolverine World Wide, Inc.

57,900

1,350,807

55,696,520

TOTAL CONSUMER DISCRETIONARY

1,488,957,254

CONSUMER STAPLES - 6.3%

Beverages - 2.2%

Anheuser-Busch Companies, Inc.

64,900

2,958,791

Diageo PLC sponsored ADR

1,081,900

73,082,345

InBev SA

65,817

3,228,806

PepsiCo, Inc.

3,442,780

206,704,511

The Coca-Cola Co.

2,675,103

115,082,931

401,057,384

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.4%

Costco Wholesale Corp.

122,900

$ 7,021,277

Safeway, Inc.

88,200

2,293,200

Tesco PLC

3,372,990

20,836,635

Wal-Mart de Mexico SA de CV
Series V

3,861,996

10,614,574

Wal-Mart Stores, Inc.

769,400

37,061,998

77,827,684

Food Products - 1.1%

Campbell Soup Co.

104,800

3,889,128

General Mills, Inc.

83,400

4,308,444

Groupe Danone

353,740

44,956,293

Hershey Co.

889,200

48,968,244

Kellogg Co.

194,500

9,419,635

Nestle SA (Reg.)

133,771

42,018,866

Sara Lee Corp.

580,200

9,294,804

TreeHouse Foods, Inc. (a)

415,530

9,927,012

Wm. Wrigley Jr. Co.

582,450

26,419,932

199,202,358

Household Products - 2.0%

Colgate-Palmolive Co.

1,430,500

85,686,950

Procter & Gamble Co. (d)

5,328,911

296,287,452

381,974,402

Personal Products - 0.6%

Avon Products, Inc.

2,284,546

70,820,926

Estee Lauder Companies, Inc. Class A

275,100

10,638,117

Herbalife Ltd. (a)

571,800

22,814,820

104,273,863

TOTAL CONSUMER STAPLES

1,164,335,691

ENERGY - 11.4%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

957,700

78,387,745

BJ Services Co.

111,700

4,161,942

Halliburton Co.

582,100

43,197,641

Hanover Compressor Co. (a)

49,698

933,328

Schlumberger Ltd. (NY Shares)

4,747,600

309,116,236

Smith International, Inc.

1,127,950

50,159,937

485,956,829

Oil, Gas & Consumable Fuels - 8.8%

Addax Petroleum Corp.

373,700

9,992,784

BG Group PLC sponsored ADR

329,400

22,030,272

BP PLC sponsored ADR

739,732

51,492,745

Cameco Corp.

243,000

9,680,382

Canadian Natural Resources Ltd.

274,600

15,182,578

Canadian Oil Sands Trust unit

2,206,100

71,145,391

China Petroleum & Chemical Corp. sponsored ADR (d)

187,540

10,734,790

CONSOL Energy, Inc.

767,000

35,834,240

EnCana Corp.

7,910,084

416,514,143

Shares

Value (Note 1)

EOG Resources, Inc.

846,700

$ 58,710,178

Exxon Mobil Corp.

2,182,300

133,884,105

Foundation Coal Holdings, Inc.

121,800

5,716,074

Goodrich Petroleum Corp. (a)

17,000

482,630

Hess Corp.

66,500

3,514,525

Highpine Oil & Gas Ltd. (a)(e)

99,500

1,657,888

Hugoton Royalty Trust

7

208

Husky Energy, Inc.

69,900

4,386,987

Imperial Oil Ltd.

290,100

10,597,759

Kerr-McGee Corp.

154,000

10,679,900

Murphy Oil Corp.

2,426,600

135,549,876

Noble Energy, Inc.

491,924

23,051,559

Occidental Petroleum Corp.

387,500

39,738,125

Peabody Energy Corp.

641,100

35,741,325

PetroChina Co. Ltd. sponsored ADR (d)

814,600

87,952,362

Petroleo Brasileiro SA Petrobras sponsored ADR

213,100

19,031,961

Sasol Ltd. sponsored ADR

362,900

14,022,456

Suncor Energy, Inc.

423,300

34,256,850

Talisman Energy, Inc.

2,023,400

35,309,354

Total SA sponsored ADR

296,738

19,442,274

Ultra Petroleum Corp. (a)

90,450

5,360,972

Valero Energy Corp.

3,941,979

262,220,443

Western Oil Sands, Inc. Class A (a)

597,900

16,571,733

XTO Energy, Inc.

530,800

23,498,516

1,623,985,385

TOTAL ENERGY

2,109,942,214

FINANCIALS - 18.0%

Capital Markets - 0.9%

Charles Schwab Corp.

1,940,180

31,004,076

Goldman Sachs Group, Inc.

467,100

70,265,853

Lehman Brothers Holdings, Inc.

666,530

43,424,430

Mellon Financial Corp.

586,000

20,175,980

SEI Investments Co.

15,300

747,864

165,618,203

Commercial Banks - 3.8%

Allied Irish Banks PLC

1,982,300

47,932,016

Anglo Irish Bank Corp. PLC

3,054,882

47,675,221

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

208,700

6,085,692

Bank of Ireland

665,487

11,953,811

Commerce Bancorp, Inc., New Jersey (d)

359,200

12,812,664

Compass Bancshares, Inc.

305,600

16,991,360

Home Bancshares, Inc.

21,400

485,780

HSBC Holdings PLC sponsored ADR (d)

283,417

25,039,892

M&T Bank Corp.

932,900

110,007,568

Marshall & Ilsley Corp.

97,300

4,450,502

National Australia Bank Ltd.

384,500

10,046,660

PNC Financial Services Group, Inc.

95,100

6,673,167

Royal Bank of Scotland Group PLC

1,484,400

48,814,492

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Commercial Banks - continued

Shinhan Financial Group Co. Ltd.

170,180

$ 7,982,513

Standard Chartered PLC (United Kingdom)

387,500

9,460,448

SunTrust Banks, Inc.

154,700

11,797,422

Uniao de Bancos Brasileiros SA (Unibanco) GDR

230,800

15,322,812

Wells Fargo & Co.

4,367,400

292,965,192

Zions Bancorp

193,010

15,043,199

701,540,411

Consumer Finance - 1.7%

American Express Co.

3,267,950

173,920,299

SLM Corp.

2,762,500

146,191,500

320,111,799

Diversified Financial Services - 1.7%

Bank of America Corp.

2,268,700

109,124,470

Citigroup, Inc.

1,679,900

81,038,376

JPMorgan Chase & Co.

1,746,700

73,361,400

Moody's Corp.

890,200

48,480,292

312,004,538

Insurance - 8.5%

ACE Ltd.

131,800

6,667,762

Admiral Group PLC

2,159,100

24,798,787

AFLAC, Inc.

246,600

11,429,910

Allstate Corp.

2,144,900

117,390,377

American International Group, Inc.

1,971,514

116,417,902

Assurant, Inc.

990,050

47,918,420

Axis Capital Holdings Ltd.

721,700

20,647,837

Berkshire Hathaway, Inc. Class A (a)

4,732

433,730,388

Cincinnati Financial Corp.

86,050

4,045,211

Everest Re Group Ltd.

875,380

75,781,647

Genworth Financial, Inc. Class A (non-vtg.)

1,371,500

47,783,060

Lincoln National Corp.

884,204

49,904,474

Loews Corp.

1,368,000

48,495,600

Markel Corp. (a)

12,550

4,354,850

MetLife, Inc.

2,517,700

128,931,417

MetLife, Inc. unit

1,019,484

28,107,174

Progressive Corp.

1,618,400

41,609,064

Prudential Financial, Inc.

1,600,800

124,382,160

SAFECO Corp.

66,800

3,764,180

StanCorp Financial Group, Inc.

321,200

16,352,292

The Chubb Corp.

2,198,900

109,725,110

The St. Paul Travelers Companies, Inc.

437,700

19,512,666

W.R. Berkley Corp.

1,559,062

53,210,786

White Mountains Insurance Group Ltd.

45,967

22,385,929

Zenith National Insurance Corp.

252,600

10,020,642

1,567,367,645

Shares

Value (Note 1)

Real Estate Investment Trusts - 0.3%

CBL & Associates Properties, Inc.

391,742

$ 15,250,516

Equity Office Properties Trust

220,900

8,065,059

Equity Residential (SBI)

189,900

8,494,227

Vornado Realty Trust

272,400

26,572,620

58,382,422

Real Estate Management & Development - 0.2%

CB Richard Ellis Group, Inc. Class A (a)

1,174,730

29,250,777

Mitsui Fudosan Co. Ltd.

496,000

10,771,772

40,022,549

Thrifts & Mortgage Finance - 0.9%

Astoria Financial Corp.

141,700

4,314,765

Countrywide Financial Corp.

274,800

10,464,384

Golden West Financial Corp., Delaware

2,103,100

156,050,020

Hudson City Bancorp, Inc.

469,000

6,251,770

177,080,939

TOTAL FINANCIALS

3,342,128,506

HEALTH CARE - 9.9%

Biotechnology - 3.8%

Alexion Pharmaceuticals, Inc. (a)

63,800

2,304,456

Amylin Pharmaceuticals, Inc. (a)

618,436

30,532,185

Arena Pharmaceuticals, Inc. (a)

839,600

9,722,568

Celgene Corp. (a)

1,330,000

63,081,900

Genentech, Inc. (a)

5,460,550

446,672,990

Genmab AS (a)

164,400

5,300,543

Gilead Sciences, Inc. (a)

1,556,099

92,058,817

Hutchison China Meditech Ltd.

127

539

MannKind Corp. (a)(d)

864,426

18,420,918

MannKind Corp. warrants 8/3/10 (a)(f)

86,731

1,134,290

Medarex, Inc. (a)

1,591,036

15,289,856

Myogen, Inc. (a)

230,124

6,673,596

Renovis, Inc. (a)

74,400

1,139,064

Tanox, Inc. (a)

296,123

4,095,381

Theravance, Inc. (a)

76,800

1,757,184

ViaCell, Inc. (a)

196,800

895,440

699,079,727

Health Care Equipment & Supplies - 1.4%

Alcon, Inc.

138,800

13,678,740

Becton, Dickinson & Co.

129,500

7,916,335

C.R. Bard, Inc.

418,960

30,693,010

Conceptus, Inc. (a)

205,078

2,797,264

DENTSPLY International, Inc.

778,762

47,192,977

DexCom, Inc. (a)

252,340

3,426,777

Gen-Probe, Inc. (a)

533,100

28,776,738

Intuitive Surgical, Inc. (a)(d)

129,296

15,253,049

IRIS International, Inc. (a)

71,500

940,940

Kyphon, Inc. (a)

689,400

26,445,384

NeuroMetrix, Inc. (a)

87,600

2,668,296

Nobel Biocare Holding AG (Switzerland)

55,005

13,059,469

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Northstar Neuroscience, Inc.

221,225

$ 2,296,316

NuVasive, Inc. (a)

215,237

3,923,771

ResMed, Inc. (a)

622,000

29,202,900

St. Jude Medical, Inc. (a)

1,073,252

34,794,830

Viasys Healthcare, Inc. (a)

230,700

5,905,920

268,972,716

Health Care Providers & Services - 1.4%

Aetna, Inc.

2,768,600

110,550,198

American Retirement Corp. (a)

88,200

2,890,314

Health Net, Inc. (a)

194,400

8,781,048

Nighthawk Radiology Holdings, Inc.

31,800

570,492

Patterson Companies, Inc. (a)

1,936,704

67,649,071

UnitedHealth Group, Inc.

1,141,760

51,128,013

VCA Antech, Inc. (a)

291,000

9,291,630

Visicu, Inc.

28,500

503,025

251,363,791

Health Care Technology - 0.0%

Cerner Corp. (a)

11,900

441,609

Vital Images, Inc. (a)

153,122

3,782,113

4,223,722

Life Sciences Tools & Services - 0.2%

Covance, Inc. (a)

166,900

10,217,618

Exelixis, Inc. (a)

314,388

3,159,599

Pharmaceutical Product Development, Inc.

118,400

4,158,208

Thermo Electron Corp. (a)

564,400

20,453,856

37,989,281

Pharmaceuticals - 3.1%

Aspreva Pharmaceuticals Corp. (a)

626,900

17,014,070

AstraZeneca PLC sponsored ADR

686,000

41,036,520

Barr Pharmaceuticals, Inc. (a)

27,400

1,306,706

Johnson & Johnson

984,900

59,015,208

Merck & Co., Inc.

1,641,750

59,808,953

New River Pharmaceuticals, Inc. (a)

101,800

2,901,300

Novartis AG sponsored ADR

1,537,400

82,896,608

Roche Holding AG (participation certificate)

1,560,186

257,925,227

Sanofi-Aventis sponsored ADR

859,689

41,866,854

Schering-Plough Corp.

150,300

2,860,209

Sepracor, Inc. (a)

35,400

2,022,756

Teva Pharmaceutical Industries Ltd. sponsored ADR

314,484

9,934,550

578,588,961

TOTAL HEALTH CARE

1,840,218,198

Shares

Value (Note 1)

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.8%

Armor Holdings, Inc. (a)

65,000

$ 3,563,950

L-3 Communications Holdings, Inc.

3,300

248,886

Lockheed Martin Corp.

1,270,235

91,126,659

Northrop Grumman Corp.

203,200

13,016,992

Precision Castparts Corp.

73,100

4,368,456

Raytheon Co. warrants 6/16/11 (a)

27,068

342,410

The Boeing Co.

357,726

29,301,337

United Technologies Corp.

157,600

9,994,992

151,963,682

Air Freight & Logistics - 1.2%

C.H. Robinson Worldwide, Inc.

2,660,277

141,792,764

Expeditors International of Washington, Inc.

52,280

2,928,203

FedEx Corp.

179,400

20,964,684

United Parcel Service, Inc. Class B

658,400

54,206,072

219,891,723

Airlines - 0.5%

Republic Airways Holdings, Inc. (a)

273,688

4,658,170

Ryanair Holdings PLC sponsored ADR (a)

1,357,982

71,592,811

Southwest Airlines Co.

1,493,400

24,446,958

100,697,939

Commercial Services & Supplies - 0.5%

Aramark Corp. Class B

858,750

28,433,213

Brady Corp. Class A

298,800

11,007,792

Cendant Corp.

231,400

3,769,506

Monster Worldwide, Inc. (a)

114,493

4,884,271

Robert Half International, Inc.

916,401

38,488,842

The Brink's Co.

194,200

10,954,822

97,538,446

Construction & Engineering - 0.3%

Jacobs Engineering Group, Inc. (a)

649,680

51,740,515

URS Corp. (a)

111,600

4,687,200

56,427,715

Electrical Equipment - 1.0%

Cooper Industries Ltd. Class A

1,211,253

112,549,629

Evergreen Solar, Inc. (a)

106,419

1,381,319

Q-Cells AG

307,459

25,863,510

Roper Industries, Inc.

201,100

9,401,425

SolarWorld AG (d)

277,200

17,399,939

Suntech Power Holdings Co. Ltd. sponsored ADR

498,300

14,076,975

Ultralife Batteries, Inc. (a)(d)

202,445

2,050,768

182,723,565

Industrial Conglomerates - 0.9%

3M Co.

1,597,108

128,998,413

General Electric Co.

1,000

32,960

Hutchison Whampoa Ltd.

2,489,000

22,722,691

Siemens AG sponsored ADR

93,000

8,074,260

159,828,324

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - 2.6%

Bucyrus International, Inc. Class A

143,267

$ 7,234,984

Caterpillar, Inc.

936,297

69,735,401

Cummins, Inc.

316,900

38,741,025

Danaher Corp.

2,613,150

168,077,808

IDEX Corp.

751,512

35,471,366

Joy Global, Inc.

1,148,767

59,839,273

PACCAR, Inc.

1,191,143

98,126,360

477,226,217

Marine - 0.1%

American Commercial Lines, Inc.

269,319

16,226,470

Road & Rail - 0.8%

Canadian National Railway Co.

1,318,300

57,583,363

CSX Corp.

30,100

2,120,244

Heartland Express, Inc.

641,157

11,470,299

Knight Transportation, Inc.

521,880

10,541,976

Landstar System, Inc.

763,944

36,081,075

Norfolk Southern Corp.

182,900

9,733,938

Swift Transportation Co., Inc. (a)

566,668

17,997,376

145,528,271

Trading Companies & Distributors - 0.2%

Fastenal Co.

452,095

18,214,908

Mitsui & Co. Ltd.

1,743,000

24,616,019

42,830,927

TOTAL INDUSTRIALS

1,650,883,279

INFORMATION TECHNOLOGY - 17.1%

Communications Equipment - 1.5%

CommScope, Inc. (a)

80,100

2,516,742

Corning, Inc. (a)

1,248,500

30,201,215

ECI Telecom Ltd. (a)

728,700

5,873,322

F5 Networks, Inc. (a)

203,638

10,890,560

Harris Corp.

26,600

1,104,166

InterDigital Communication Corp. (a)

128,800

4,496,408

Motorola, Inc.

448,038

9,027,966

Nice Systems Ltd. sponsored ADR (a)

83,700

2,355,318

Nokia Corp. sponsored ADR

3,514,400

71,201,744

QUALCOMM, Inc.

3,425,400

137,255,778

TANDBERG Television ASA (a)

171,100

2,838,425

277,761,644

Computers & Peripherals - 3.0%

Apple Computer, Inc. (a)

3,544,064

202,436,936

Dell, Inc. (a)

454,400

11,091,904

Hewlett-Packard Co.

8,994,400

284,942,592

Network Appliance, Inc. (a)

1,601,361

56,528,043

Seagate Technology

385,000

8,716,400

563,715,875

Electronic Equipment & Instruments - 0.8%

Agilent Technologies, Inc. (a)

84,100

2,654,196

Shares

Value (Note 1)

Amphenol Corp. Class A

636,260

$ 35,605,110

FLIR Systems, Inc. (a)

265,867

5,865,026

Hon Hai Precision Industry Co. Ltd. (Foxconn)

4,567,113

28,210,776

Identix, Inc. (a)

51,200

357,888

Itron, Inc. (a)

176,709

10,471,775

Mettler-Toledo International, Inc. (a)

290,500

17,595,585

Motech Industries, Inc.

1,006,515

23,687,460

National Instruments Corp.

581,123

15,922,770

Viisage Technology, Inc. (a)

19,500

295,620

140,666,206

Internet Software & Services - 5.1%

Akamai Technologies, Inc. (a)

1,701,783

61,587,527

Google, Inc. Class A (sub. vtg.) (a)

1,639,199

687,365,312

LoopNet, Inc. (a)

34,300

638,323

NetEase.com, Inc. sponsored ADR (a)(d)

428,300

9,563,939

Tom Online, Inc. sponsored ADR (a)(d)

157,300

3,035,890

WebSideStory, Inc. (a)

339,658

4,143,828

Yahoo!, Inc. (a)

5,260,681

173,602,473

939,937,292

IT Services - 1.7%

Alliance Data Systems Corp. (a)

639,800

37,633,036

CheckFree Corp. (a)

458,602

22,728,315

Cognizant Technology Solutions Corp. Class A (a)

1,078,384

72,650,730

First Data Corp.

1,025,700

46,197,528

Global Payments, Inc.

42,500

2,063,375

Infosys Technologies Ltd. sponsored ADR

216,400

16,535,124

Mastercard, Inc. Class A

730,300

35,054,400

MoneyGram International, Inc.

143,700

4,878,615

Paychex, Inc.

486,286

18,955,428

SRA International, Inc. Class A (a)

1,209,800

32,216,974

The BISYS Group, Inc. (a)

265,200

3,633,240

VeriFone Holdings, Inc. (a)

835,500

25,466,040

318,012,805

Office Electronics - 0.1%

Canon, Inc.

125,300

6,120,487

Zebra Technologies Corp. Class A (a)

66,200

2,261,392

8,381,879

Semiconductors & Semiconductor Equipment - 3.7%

Applied Materials, Inc.

419,800

6,834,344

ASML Holding NV (NY Shares) (a)

853,900

17,265,858

Broadcom Corp. Class A (a)

1,819,726

54,682,766

FormFactor, Inc. (a)

378,909

16,910,709

Freescale Semiconductor, Inc. Class A (a)

47,500

1,377,500

Hittite Microwave Corp.

199,111

7,199,854

Lam Research Corp. (a)

1,199,814

55,935,329

Linear Technology Corp.

235,300

7,880,197

Marvell Technology Group Ltd. (a)

5,208,927

230,911,734

MathStar, Inc.

85,100

503,792

MEMC Electronic Materials, Inc. (a)

721,000

27,037,500

Microchip Technology, Inc.

205,200

6,884,460

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Monolithic Power Systems, Inc. (a)

243,549

$ 2,881,185

National Semiconductor Corp.

1,330,900

31,741,965

Renewable Energy Corp. AS

345,000

4,933,402

Saifun Semiconductors Ltd.

193,500

5,543,775

Samsung Electronics Co. Ltd.

312,646

198,719,868

SiRF Technology Holdings, Inc. (a)

402,900

12,981,438

Zoran Corp. (a)

44,800

1,090,432

691,316,108

Software - 1.2%

Adobe Systems, Inc. (a)

1,767,376

53,657,535

Amdocs Ltd. (a)

93,100

3,407,460

Citrix Systems, Inc. (a)

354,489

14,229,188

ECtel Ltd. (a)

17,984

79,130

Informatica Corp. (a)

176,200

2,318,792

Intuit, Inc. (a)

1,128,682

68,161,106

NAVTEQ Corp. (a)

609,620

27,237,822

NDS Group PLC sponsored ADR (a)

78,800

3,668,140

Salesforce.com, Inc. (a)

472,000

12,583,520

SAP AG sponsored ADR

698,100

36,664,212

222,006,905

TOTAL INFORMATION TECHNOLOGY

3,161,798,714

MATERIALS - 6.8%

Chemicals - 1.3%

Arkema sponsored ADR (a)

24,213

935,832

Bayer AG

799,400

36,700,455

Celanese Corp. Class A

270,200

5,517,484

Ecolab, Inc.

1,859,571

75,461,391

Lonza Group AG

26,218

1,798,265

Monsanto Co.

356,300

29,996,897

Praxair, Inc.

1,473,928

79,592,112

Wacker Chemie AG

50,100

5,392,998

235,395,434

Construction Materials - 0.0%

Rinker Group Ltd.

556,595

6,779,454

Containers & Packaging - 0.0%

Peak International Ltd. (a)

200,000

620,000

Metals & Mining - 5.5%

Aber Diamond Corp.

50

1,532

Agnico-Eagle Mines Ltd.

401,000

13,294,822

Allegheny Technologies, Inc.

122,363

8,472,414

Anglo American PLC ADR (d)

3,766,644

76,990,203

Bema Gold Corp. (a)

6,913,300

34,495,280

BHP Billiton Ltd. sponsored ADR

3,100,270

133,528,629

Companhia Vale do Rio Doce sponsored ADR

220,682

5,305,195

Compass Minerals International, Inc.

203,700

5,082,315

Eldorado Gold Corp. (a)

2,600,600

12,626,760

Shares

Value (Note 1)

First Quantum Minerals Ltd.

233,600

$ 10,471,508

Gabriel Resources Ltd. (a)

2,392,800

6,194,743

Gerdau SA sponsored ADR

1,096,775

16,352,915

Glamis Gold Ltd. (a)

3,240,656

122,856,367

Goldcorp, Inc.

3,152,066

95,016,591

IPSCO, Inc.

520,140

49,796,078

Ivanhoe Mines Ltd. (a)

1,473,800

9,981,123

Lihir Gold Ltd. (a)

6,542,300

14,002,302

Meridian Gold, Inc. (a)

353,800

11,162,623

New Gold, Inc. (a)

398,600

3,549,300

New Gold, Inc. warrants 2/23/08 (a)

40,500

68,933

Newcrest Mining Ltd.

542,400

8,497,023

Newmont Mining Corp.

2,744,651

145,274,377

Novagold Resources, Inc. (a)

115,900

1,485,738

Nucor Corp.

967,200

52,470,600

Oregon Steel Mills, Inc. (a)

134,400

6,808,704

POSCO sponsored ADR

680,200

45,505,380

Rio Tinto PLC (Reg.)

2,149,503

112,693,051

Shore Gold, Inc. (a)

269,800

1,201,206

Steel Dynamics, Inc.

220,584

14,501,192

US Gold Corp. (subscription receipt) (a)(f)

583,200

5,859,544

1,023,546,448

TOTAL MATERIALS

1,266,341,336

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 0.5%

AT&T, Inc.

1,319,244

36,793,715

BT Group PLC sponsored ADR

191,500

8,481,535

Qwest Communications International, Inc. (a)

3,687,500

29,831,875

Telenor ASA

485,400

5,868,724

80,975,849

Wireless Telecommunication Services - 2.6%

America Movil SA de CV Series L sponsored ADR

8,634,600

287,186,796

American Tower Corp. Class A (a)

369,475

11,498,062

China Mobile (Hong Kong) Ltd. sponsored ADR

762,500

21,815,125

Hutchison Telecommunications International Ltd. sponsored ADR (a)

211,800

5,064,138

Leap Wireless International, Inc. (a)

203,831

9,671,781

NII Holdings, Inc. (a)

2,671,806

150,636,422

485,872,324

TOTAL TELECOMMUNICATION SERVICES

566,848,173

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - 0.7%

Electric Utilities - 0.2%

Exelon Corp.

209,900

$ 11,928,617

FirstEnergy Corp.

246,100

13,341,081

25,269,698

Gas Utilities - 0.1%

Southern Union Co. (d)

814,277

22,034,336

Independent Power Producers & Energy Traders - 0.3%

AES Corp. (a)

2,249,700

41,506,965

International Power PLC

814,200

4,284,296

TXU Corp.

214,300

12,812,997

58,604,258

Multi-Utilities - 0.1%

National Grid PLC

1,510,100

16,339,082

Veolia Environnement

94,200

4,869,431

21,208,513

TOTAL UTILITIES

127,116,805

TOTAL COMMON STOCKS

(Cost $11,876,106,519)

16,718,570,170

Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series B, 5.25%

794,300

14,543,633

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $13,178,303)

14,543,633

Money Market Funds - 10.9%

Fidelity Cash Central Fund, 5.11% (b)

1,893,844,963

1,893,844,963

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

131,451,808

131,451,808

TOTAL MONEY MARKET FUNDS

(Cost $2,025,296,771)

2,025,296,771

TOTAL INVESTMENT
PORTFOLIO - 101.2%

(Cost $13,914,581,593)

18,758,410,574

NET OTHER ASSETS - (1.2)%

(222,746,692)

NET ASSETS - 100%

$ 18,535,663,882

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $1,657,888 or 0.0% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $18,492,834 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

MannKind Corp. warrants 8/3/10

8/3/05

$ 2,168

The Weinstein Co. II Holdings, LLC Class A-1

10/19/05

$ 11,499,000

US Gold Corp. (subscription receipt)

2/8/06

$ 2,624,400

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 38,441,990

Fidelity Securities Lending Cash Central Fund

1,558,969

Total

$ 40,000,959

Other Information

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

United States of America

73.4%

Canada

6.1%

United Kingdom

3.3%

Bermuda

2.6%

Switzerland

2.3%

Netherlands Antilles

1.7%

Mexico

1.6%

Japan

1.4%

Korea (South)

1.3%

Ireland

1.1%

Others (individually less than 1%)

5.2%

100.0%

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

VIP Contrafund Portfolio

VIP Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $129,171,870) - See accompanying schedule:

Unaffiliated issuers (cost $11,889,284,822)

$ 16,733,113,803

Affiliated Central Funds (cost $2,025,296,771)

2,025,296,771

Total Investments (cost $13,914,581,593)

$ 18,758,410,574

Cash

265,426

Foreign currency held at value (cost $608,661)

608,664

Receivable for investments sold

83,965,062

Receivable for fund shares sold

15,917,790

Dividends receivable

12,840,112

Interest receivable

8,511,655

Prepaid expenses

28,463

Other receivables

602,288

Total assets

18,881,150,034

Liabilities

Payable for investments purchased

$ 193,666,168

Payable for fund shares redeemed

8,923,915

Accrued management fee

8,443,030

Distribution fees payable

1,081,122

Other affiliated payables

1,333,142

Other payables and accrued expenses

586,967

Collateral on securities loaned, at value

131,451,808

Total liabilities

345,486,152

Net Assets

$ 18,535,663,882

Net Assets consist of:

Paid in capital

$ 12,750,359,659

Undistributed net investment income

57,487,138

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

884,051,643

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

4,843,765,442

Net Assets

$ 18,535,663,882

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price
and redemption price per share
($11,279,599,350 ÷
354,435,900 shares)

$ 31.82

Service Class:
Net Asset Value, offering price and redemption price per share ($2,641,337,075 ÷ 83,253,950 shares)

$ 31.73

Service Class 2:
Net Asset Value, offering price and redemption price per share ($4,369,869,673 ÷ 138,840,426 shares)

$ 31.47

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($23,038,292 ÷ 734,208 shares)

$ 31.38

Investor Class:
Net Asset Value, offering price and
redemption price per share
$221,819,492 ÷ 6,983,162
shares)

$ 31.76

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 82,887,190

Interest

526,635

Income from affiliated Central Funds (including $1,558,969 from security lending)

40,000,959

Total income

123,414,784

Expenses

Management fee

$ 51,430,056

Transfer agent fees

6,189,565

Distribution fees

6,184,080

Accounting and security lending fees

892,890

Independent trustees' compensation

34,411

Appreciation in deferred trustee compensation account

8,318

Custodian fees and expenses

843,497

Registration fees

85,937

Audit

78,652

Legal

103,453

Interest

17,744

Miscellaneous

368,974

Total expenses before reductions

66,237,577

Expense reductions

(949,972)

65,287,605

Net investment income (loss)

58,127,179

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $78,539)

905,954,714

Foreign currency transactions

314,841

Total net realized gain (loss)

906,269,555

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $65,498)

(284,143,033)

Assets and liabilities in foreign currencies

(45,837)

Total change in net unrealized appreciation (depreciation)

(284,188,870)

Net gain (loss)

622,080,685

Net increase (decrease) in net assets resulting from operations

$ 680,207,864

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 58,127,179

$ 85,893,455

Net realized gain (loss)

906,269,555

864,233,097

Change in net unrealized appreciation (depreciation)

(284,188,870)

1,358,561,074

Net increase (decrease) in net assets resulting
from operations

680,207,864

2,308,687,626

Distributions to shareholders from net investment income

(84,638,964)

(34,307,236)

Distributions to shareholders from net realized gain

(162,212,467)

(2,452,648)

Total distributions

(246,851,431)

(36,759,884)

Share transactions - net increase (decrease)

1,143,350,828

1,801,725,122

Redemption fees

8,189

5,695

Total increase (decrease) in net assets

1,576,715,450

4,073,658,559

Net Assets

Beginning of period

16,958,948,432

12,885,289,873

End of period (including undistributed net investment income of $57,487,138 and undistributed net investment income of $84,552,685, respectively)

$ 18,535,663,882

$ 16,958,948,432

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

VIP Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 31.03

$ 26.62

$ 23.13

$ 18.10

$ 20.13

$ 23.75

Income from Investment Operations

Net investment income (loss) E

.11

.18

.08

.07

.10

.16

Net realized and unrealized gain (loss)

1.13

4.32

3.49

5.05

(1.97)

(3.01)

Total from investment operations

1.24

4.50

3.57

5.12

(1.87)

(2.85)

Distributions from net investment income

(.16)

(.08)

(.08)

(.09)

(.16)

(.17)

Distributions from net realized gain

(.29)

(.01)

-

-

-

(.60)

Total distributions

(.45)

(.09) H

(.08)

(.09)

(.16)

(.77)

Redemption fees added to paid in capital E, G

-

-

-

-

-

-

Net asset value, end of period

$ 31.82

$ 31.03

$ 26.62

$ 23.13

$ 18.10

$ 20.13

Total Return B, C, D

4.04%

16.94%

15.48%

28.46%

(9.35)%

(12.28)%

Ratios to Average Net Assets F

Expenses before reductions

.66% A

.66%

.68%

.67%

.68%

.68%

Expenses net of fee waivers, if any

.66% A

.66%

.68%

.67%

.68%

.68%

Expenses net of all reductions

.65% A

.64%

.66%

.65%

.64%

.64%

Net investment income (loss)

.71% A

.66%

.35%

.34%

.50%

.77%

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,279,599

$ 11,099,527

$ 9,127,616

$ 7,665,424

$ 5,956,028

$ 6,972,615

Portfolio turnover rate

77% A

60%

64%

66%

84%

140%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ECalculated based on average shares outstanding during the period. FExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. GAmount represents less than $.01 per share. HTotal distribution of $.09 per share is comprised of distributions from net investment income of $.080 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 30.93

$ 26.53

$ 23.06

$ 18.04

$ 20.06

$ 23.67

Income from Investment Operations

Net investment income (loss) E

.10

.16

.06

.05

.08

.14

Net realized and unrealized gain (loss)

1.13

4.30

3.47

5.04

(1.96)

(3.00)

Total from investment operations

1.23

4.46

3.53

5.09

(1.88)

(2.86)

Distributions from net investment income

(.14)

(.06)

(.06)

(.07)

(.14)

(.15)

Distributions from net realized gain

(.29)

(.01)

-

-

-

(.60)

Total distributions

(.43)

(.06) H

(.06)

(.07)

(.14)

(.75)

Redemption fees added to paid in capital E, G

-

-

-

-

-

-

Net asset value, end of period

$ 31.73

$ 30.93

$ 26.53

$ 23.06

$ 18.04

$ 20.06

Total Return B, C, D

4.00%

16.85%

15.34%

28.35%

(9.42)%

(12.36)%

Ratios to Average Net Assets F

Expenses before reductions

.76% A

.76%

.78%

.77%

.78%

.78%

Expenses net of fee waivers, if any

.76% A

.76%

.78%

.77%

.78%

.78%

Expenses net of all reductions

.75% A

.74%

.76%

.75%

.74%

.74%

Net investment income (loss)

.61% A

.56%

.25%

.24%

.39%

.67%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,641,337

$ 2,503,244

$ 2,111,969

$ 1,695,467

$ 1,183,683

$ 1,201,105

Portfolio turnover rate

77% A

60%

64%

66%

84%

140%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ECalculated based on average shares outstanding during the period. FExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. HTotal distribution of $.06 per share is comprised of distributions from net investment income of $.055 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 30.69

$ 26.35

$ 22.93

$ 17.95

$ 20.00

$ 23.64

Income from Investment Operations

Net investment income (loss) E

.07

.11

.02

.02

.05

.10

Net realized and unrealized gain (loss)

1.12

4.27

3.45

5.02

(1.96)

(2.98)

Total from investment operations

1.19

4.38

3.47

5.04

(1.91)

(2.88)

Distributions from net investment income

(.12)

(.04)

(.05)

(.06)

(.14)

(.16)

Distributions from net realized gain

(.29)

(.01)

-

-

-

(.60)

Total distributions

(.41)

(.04) H

(.05)

(.06)

(.14)

(.76)

Redemption fees added to paid in capital E, G

-

-

-

-

-

-

Net asset value, end of period

$ 31.47

$ 30.69

$ 26.35

$ 22.93

$ 17.95

$ 20.00

Total Return B, C, D

3.91%

16.65%

15.16%

28.20%

(9.60)%

(12.47)%

Ratios to Average Net Assets F

Expenses before reductions

.91% A

.91%

.93%

.93%

.93%

.94%

Expenses net of fee waivers, if any

.91% A

.91%

.93%

.93%

.93%

.94%

Expenses net of all reductions

.90% A

.89%

.91%

.90%

.90%

.90%

Net investment income (loss)

.46% A

.40%

.10%

.09%

.24%

.52%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,369,870

$ 3,247,909

$ 1,638,617

$ 910,341

$ 439,157

$ 231,686

Portfolio turnover rate

77% A

60%

64%

66%

84%

140%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ECalculated based on average shares outstanding during the period. FExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. GAmount represents less than $.01 per share. HTotal distribution of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class 2R

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 F

Selected Per-Share Data

Net asset value, beginning of period

$ 30.61

$ 26.29

$ 22.90

$ 17.95

$ 20.49

Income from Investment Operations

Net investment income (loss) E

.07

.11

.02

.02

.03

Net realized and unrealized gain (loss)

1.12

4.27

3.44

5.01

(2.57)

Total from investment operations

1.19

4.38

3.46

5.03

(2.54)

Distributions from net investment income

(.13)

(.05)

(.07)

(.08)

-

Distributions from net realized gain

(.29)

(.01)

-

-

-

Total distributions

(.42)

(.06) I

(.07)

(.08)

-

Redemption fees added to paid in capitalE, H

-

-

-

-

-

Net asset value, end of period

$ 31.38

$ 30.61

$ 26.29

$ 22.90

$ 17.95

Total Return B, C, D

3.92%

16.67%

15.15%

28.18%

(12.40)%

Ratios to Average Net Assets G

Expenses before reductions

.91% A

.91%

.93%

.93%

.96% A

Expenses net of fee waivers, if any

.91%A

.91%

.93%

.93%

.96% A

Expenses net of all reductions

.90%A

.89%

.91%

.90%

.92% A

Net investment income (loss)

.46%A

.39%

.10%

.08%

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 23,038

$ 19,596

$ 7,088

$ 2,705

$ 810

Portfolio turnover rate

77%A

60%

64%

66%

84%

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. DTotal 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. FFor the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. HAmount represents less than $.01 per share. ITotal distribution of $.06 per share is comprised of distributions from net investment income of $.050 and distributions from net realized gain of $.005 per share.

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

VIP Contrafund Portfolio

Financial Highlights - Investor Class

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 31.00

$ 28.34

Income from Investment Operations

Net investment income (loss) E

.09

.06

Net realized and unrealized gain (loss)

1.14

2.60

Total from investment operations

1.23

2.66

Distributions from net investment income

(.18)

-

Distributions from net realized gain

(.29)

-

Total distributions

(.47)

-

Redemption fees added to paid in capital E, H

-

-

Net asset value, end of period

$ 31.76

$ 31.00

Total Return B, C, D

3.99%

9.39%

Ratios to Average Net Assets G

Expenses before reductions

.79% A

.83% A

Expenses net of fee waivers, if any

.79% A

.83% A

Expenses net of all reductions

.77% A

.81% A

Net investment income (loss)

.58% A

.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 221,819

$ 88,673

Portfolio turnover rate

77% A

60%

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. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ECalculated based on average shares outstanding during the period. FFor the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. HAmount represents less than $.01 per share.

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

Semiannual Report

VIP Equity-Income Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.1

3.1

Bank of America Corp.

3.3

3.0

Citigroup, Inc.

2.6

2.7

American International Group, Inc.

2.5

2.7

JPMorgan Chase & Co.

2.3

2.3

AT&T, Inc.

1.9

1.7

Total SA sponsored ADR

1.6

2.1

Schlumberger Ltd. (NY Shares)

1.5

1.3

BellSouth Corp.

1.5

1.2

Wachovia Corp.

1.5

1.5

22.8

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.8

28.9

Energy

13.1

11.8

Consumer Discretionary

12.1

11.9

Industrials

11.3

11.0

Information Technology

8.2

9.0

Asset Allocation (% of fund's net assets)

As of June 30, 2006*

As of December 31, 2005**

Stocks 99.1%

Stocks 98.8%

Bonds 0.6%

Bonds 0.7%

Short-Term Investments
and Net Other Assets 0.3%

Short-Term Investments
and Net Other Assets 0.5%

* Foreign investments

10.9%

** Foreign investments

11.8%



Semiannual Report

VIP Equity-Income Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.6%

Auto Components - 0.2%

American Axle & Manufacturing Holdings, Inc.

336,400

$ 5,755,804

Johnson Controls, Inc.

203,425

16,725,604

22,481,408

Automobiles - 1.3%

General Motors Corp. (d)

976,400

29,086,956

Harley-Davidson, Inc.

249,400

13,689,566

Hyundai Motor Co.

187,710

15,947,535

Monaco Coach Corp.

188,200

2,390,140

Renault SA

229,101

24,617,544

Toyota Motor Corp. sponsored ADR

430,700

45,046,913

Winnebago Industries, Inc. (d)

374,700

11,630,688

142,409,342

Diversified Consumer Services - 0.1%

Service Corp. International (SCI)

1,580,000

12,861,200

Hotels, Restaurants & Leisure - 0.3%

Gaylord Entertainment Co. (a)

207,165

9,040,681

McDonald's Corp.

373,000

12,532,800

WMS Industries, Inc. (a)

217,600

5,960,064

27,533,545

Household Durables - 1.2%

Newell Rubbermaid, Inc.

2,509,600

64,822,968

Sony Corp. sponsored ADR

289,900

12,767,196

Whirlpool Corp.

624,534

51,617,735

129,207,899

Internet & Catalog Retail - 0.2%

Liberty Media Holding Corp. - Interactive Series A (a)

899,869

15,531,739

Leisure Equipment & Products - 0.3%

Eastman Kodak Co. (d)

1,464,000

34,813,920

Media - 5.5%

CBS Corp. Class B

1,667,943

45,117,858

Clear Channel Communications, Inc.

2,831,900

87,647,305

Comcast Corp. Class A (a)

2,427,891

79,489,151

Discovery Holding Co. Class A (a)

368,167

5,386,283

Gannett Co., Inc.

289,800

16,208,514

Liberty Media Holding Corp. - Capital Series A (a)

179,973

15,076,338

Live Nation, Inc. (a)

434,225

8,840,821

McGraw-Hill Companies, Inc.

41,500

2,084,545

News Corp. Class A

1,140,016

21,865,507

NTL, Inc.

812,888

20,240,899

The McClatchy Co. Class A (d)

153,591

6,162,071

The New York Times Co. Class A (d)

929,525

22,810,544

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

1,481,965

20,688,231

The Walt Disney Co.

1,800,000

54,000,000

Time Warner, Inc.

5,798,350

100,311,455

Shares

Value (Note 1)

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

1,503,743

$ 53,894,149

Vivendi Universal SA sponsored ADR

708,000

24,716,280

584,539,951

Multiline Retail - 1.3%

Big Lots, Inc. (a)(d)

1,704,756

29,117,237

Dollar Tree Stores, Inc. (a)

1,349,400

35,759,100

Family Dollar Stores, Inc.

1,072,100

26,191,403

Federated Department Stores, Inc.

1,100,800

40,289,280

Sears Holdings Corp. (a)

67,387

10,434,203

141,791,223

Specialty Retail - 0.9%

AnnTaylor Stores Corp. (a)

1,019,650

44,232,417

Home Depot, Inc.

549,700

19,673,763

OfficeMax, Inc.

146,000

5,949,500

RadioShack Corp.

1,425,700

19,959,800

Tiffany & Co., Inc.

229,800

7,587,996

97,403,476

Textiles, Apparel & Luxury Goods - 0.3%

Liz Claiborne, Inc.

553,040

20,495,662

VF Corp.

229,300

15,574,056

36,069,718

TOTAL CONSUMER DISCRETIONARY

1,244,643,421

CONSUMER STAPLES - 5.6%

Beverages - 0.5%

Anheuser-Busch Companies, Inc. (d)

1,222,900

55,752,011

Food & Staples Retailing - 1.2%

Wal-Mart Stores, Inc.

2,665,800

128,411,586

Food Products - 0.5%

Corn Products International, Inc.

620,700

18,993,420

Kraft Foods, Inc. Class A

1,170,900

36,180,810

55,174,230

Household Products - 1.6%

Colgate-Palmolive Co.

1,855,400

111,138,460

Kimberly-Clark Corp.

763,600

47,114,120

Procter & Gamble Co.

265,442

14,758,575

173,011,155

Personal Products - 0.6%

Avon Products, Inc.

1,950,070

60,452,170

Tobacco - 1.2%

Altria Group, Inc.

1,684,600

123,700,178

TOTAL CONSUMER STAPLES

596,501,330

ENERGY - 13.1%

Energy Equipment & Services - 3.4%

Baker Hughes, Inc.

1,109,100

90,779,835

BJ Services Co.

726,890

27,083,921

Halliburton Co.

475,800

35,309,118

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Noble Corp.

639,300

$ 47,576,706

Schlumberger Ltd. (NY Shares)

2,496,120

162,522,373

363,271,953

Oil, Gas & Consumable Fuels - 9.7%

Apache Corp.

589,980

40,266,135

BP PLC sponsored ADR

1,406,942

97,937,233

Chevron Corp.

2,076,142

128,845,373

ConocoPhillips

893,000

58,518,290

Double Hull Tankers, Inc.

409,300

5,513,271

El Paso Corp.

1,042,900

15,643,500

EOG Resources, Inc.

393,300

27,271,422

Exxon Mobil Corp.

7,122,636

436,973,712

Hess Corp.

186,200

9,840,670

Kerr-McGee Corp.

290,000

20,111,500

Lukoil Oil Co. sponsored ADR

208,400

17,505,600

Total SA sponsored ADR

2,570,392

168,412,084

Williams Companies, Inc.

558,100

13,037,216

1,039,876,006

TOTAL ENERGY

1,403,147,959

FINANCIALS - 27.6%

Capital Markets - 3.9%

Ameriprise Financial, Inc.

604,702

27,012,038

Bank of New York Co., Inc.

2,702,300

87,014,060

KKR Private Equity Investors, L.P. Restricted Depositary Units (f)

624,500

13,895,125

Mellon Financial Corp.

1,543,000

53,125,490

Merrill Lynch & Co., Inc.

1,213,600

84,418,016

Morgan Stanley

1,781,500

112,608,615

Nomura Holdings, Inc.

935,000

17,578,000

State Street Corp.

462,153

26,846,468

422,497,812

Commercial Banks - 4.3%

Bank of China Ltd. (H Shares)

9,754,000

4,427,214

Comerica, Inc.

187,900

9,768,921

KeyCorp

728,500

25,992,880

Kookmin Bank sponsored ADR

389,000

32,310,340

Lloyds TSB Group PLC

2,118,800

20,828,563

Marshall & Ilsley Corp.

416,300

19,041,562

Royal Bank of Scotland Group PLC

592,888

19,497,121

U.S. Bancorp, Delaware

1,479,938

45,700,485

Wachovia Corp.

2,890,461

156,316,131

Wells Fargo & Co.

1,832,200

122,903,976

456,787,193

Consumer Finance - 0.5%

American Express Co.

1,045,196

55,625,331

Shares

Value (Note 1)

Diversified Financial Services - 8.3%

Bank of America Corp.

7,302,777

$ 351,263,574

Citigroup, Inc.

5,713,019

275,596,037

FirstRand Ltd.

6,223,429

14,668,891

JPMorgan Chase & Co.

5,797,712

243,503,904

885,032,406

Insurance - 7.6%

ACE Ltd.

2,159,796

109,264,080

Allianz AG sponsored ADR

1,071,900

16,936,020

Allstate Corp.

1,134,400

62,085,712

American International Group, Inc.

4,414,350

260,667,368

Genworth Financial, Inc. Class A (non-vtg.)

993,700

34,620,508

Hartford Financial Services Group, Inc.

912,800

77,222,880

MetLife, Inc. unit

835,300

23,029,221

Montpelier Re Holdings Ltd.

1,063,700

18,391,373

PartnerRe Ltd.

486,620

31,168,011

Swiss Reinsurance Co. (Reg.)

321,551

22,475,692

The St. Paul Travelers Companies, Inc.

2,315,126

103,208,317

Willis Group Holdings Ltd.

766,600

24,607,860

XL Capital Ltd. Class A

415,820

25,489,766

809,166,808

Real Estate Investment Trusts - 0.6%

Developers Diversified Realty Corp.

336,800

17,574,224

Equity Office Properties Trust

557,200

20,343,372

Equity Residential (SBI)

545,000

24,377,850

62,295,446

Thrifts & Mortgage Finance - 2.4%

Countrywide Financial Corp.

292,310

11,131,165

Fannie Mae

2,881,010

138,576,581

Freddie Mac

1,081,300

61,644,913

Golden West Financial Corp., Delaware

248,700

18,453,540

Sovereign Bancorp, Inc.

1,457,558

29,602,993

259,409,192

TOTAL FINANCIALS

2,950,814,188

HEALTH CARE - 7.1%

Health Care Equipment & Supplies - 1.2%

Baxter International, Inc.

2,517,732

92,551,828

Becton, Dickinson & Co.

113,800

6,956,594

Boston Scientific Corp. (a)

1,856,400

31,261,776

130,770,198

Health Care Providers & Services - 0.3%

HCA, Inc.

289,700

12,500,555

Omnicare, Inc.

155,700

7,383,294

UnitedHealth Group, Inc.

221,247

9,907,441

29,791,290

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - 5.6%

Bristol-Myers Squibb Co. (d)

2,213,300

$ 57,235,938

Eli Lilly & Co.

289,500

16,000,665

Johnson & Johnson

2,162,000

129,547,040

Merck & Co., Inc.

2,146,800

78,207,924

Novartis AG sponsored ADR

485,100

26,156,592

Pfizer, Inc.

5,852,100

137,348,787

Schering-Plough Corp.

3,318,530

63,151,626

Wyeth

2,044,900

90,814,009

598,462,581

TOTAL HEALTH CARE

759,024,069

INDUSTRIALS - 11.2%

Aerospace & Defense - 2.6%

EADS NV

769,667

22,113,173

Honeywell International, Inc.

2,549,025

102,725,708

Lockheed Martin Corp.

1,057,000

75,829,180

The Boeing Co.

293,100

24,007,821

United Technologies Corp.

853,340

54,118,823

278,794,705

Airlines - 0.1%

UAL Corp. (a)

282,011

8,747,981

Building Products - 0.3%

Masco Corp.

950,200

28,163,928

Commercial Services & Supplies - 0.7%

Cendant Corp.

1,938,100

31,571,649

Waste Management, Inc.

1,082,800

38,850,864

70,422,513

Electrical Equipment - 0.4%

Emerson Electric Co.

498,700

41,796,047

Industrial Conglomerates - 3.1%

3M Co.

491,800

39,722,686

General Electric Co.

4,716,490

155,455,510

Textron, Inc.

306,000

28,207,080

Tyco International Ltd.

4,141,146

113,881,515

337,266,791

Machinery - 3.0%

Briggs & Stratton Corp.

755,888

23,515,676

Caterpillar, Inc.

630,700

46,974,536

Deere & Co.

206,800

17,265,732

Dover Corp.

1,153,700

57,027,391

Eaton Corp.

165,700

12,493,780

Illinois Tool Works, Inc.

303,800

14,430,500

Ingersoll-Rand Co. Ltd. Class A

1,354,588

57,949,275

Navistar International Corp. (a)

483,595

11,901,273

SPX Corp.

1,359,200

76,047,240

317,605,403

Road & Rail - 1.0%

Burlington Northern Santa Fe Corp.

947,000

75,049,750

Shares

Value (Note 1)

Laidlaw International, Inc.

268,000

$ 6,753,600

Union Pacific Corp.

287,100

26,688,816

108,492,166

TOTAL INDUSTRIALS

1,191,289,534

INFORMATION TECHNOLOGY - 8.0%

Communications Equipment - 1.0%

Cisco Systems, Inc. (a)

2,414,600

47,157,138

Lucent Technologies, Inc. (a)

5,077,300

12,287,066

Lucent Technologies, Inc. warrants 12/10/07 (a)

8,328

2,249

Motorola, Inc.

2,254,312

45,424,387

Nortel Networks Corp. (a)

621,100

1,389,270

106,260,110

Computers & Peripherals - 2.2%

Dell, Inc. (a)

726,800

17,741,188

EMC Corp. (a)

2,323,400

25,487,698

Hewlett-Packard Co.

3,024,811

95,826,012

Imation Corp.

59,500

2,442,475

International Business Machines Corp.

978,900

75,199,098

Sun Microsystems, Inc. (a)

3,725,375

15,460,306

232,156,777

Electronic Equipment & Instruments - 0.8%

Agilent Technologies, Inc. (a)

289,900

9,149,244

Arrow Electronics, Inc. (a)

775,900

24,983,980

Avnet, Inc. (a)

1,481,530

29,660,231

Solectron Corp. (a)

5,630,400

19,255,968

83,049,423

IT Services - 0.3%

MoneyGram International, Inc.

912,900

30,992,955

Office Electronics - 0.3%

Xerox Corp. (a)

2,842,900

39,544,739

Semiconductors & Semiconductor Equipment - 2.4%

Analog Devices, Inc.

1,151,900

37,022,066

Applied Materials, Inc.

2,108,200

34,321,496

Freescale Semiconductor, Inc.:

Class A (a)

17,710

513,590

Class B (a)

1,557,377

45,786,884

Intel Corp.

4,269,800

80,912,710

Micron Technology, Inc. (a)

1,694,200

25,514,652

Novellus Systems, Inc. (a)

103,500

2,556,450

Samsung Electronics Co. Ltd.

30,180

19,182,608

Teradyne, Inc. (a)

715,400

9,965,522

255,775,978

Software - 1.0%

Microsoft Corp.

3,352,800

78,120,240

Oracle Corp. (a)

731,200

10,595,088

Symantec Corp. (a)

1,496,133

23,249,907

111,965,235

TOTAL INFORMATION TECHNOLOGY

859,745,217

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 4.5%

Chemicals - 2.3%

Air Products & Chemicals, Inc.

621,300

$ 39,713,496

Arkema (a)

12,180

475,366

Arkema sponsored ADR (a)

69,005

2,667,036

Ashland, Inc.

353,500

23,578,450

Bayer AG sponsored ADR

270,700

12,427,837

Celanese Corp. Class A

774,100

15,807,122

Chemtura Corp.

2,044,164

19,092,493

Dow Chemical Co.

742,300

28,971,969

E.I. du Pont de Nemours & Co.

755,000

31,408,000

Georgia Gulf Corp.

700,700

17,531,514

Lyondell Chemical Co. (d)

1,336,593

30,287,186

PolyOne Corp. (a)

1,126,200

9,888,036

Rohm & Haas Co.

206,600

10,354,792

Tronox, Inc. Class B

153,376

2,019,962

244,223,259

Containers & Packaging - 0.3%

Amcor Ltd.

1,784,800

8,860,179

Smurfit-Stone Container Corp. (a)

2,320,072

25,381,588

34,241,767

Metals & Mining - 1.3%

Alcan, Inc.

642,100

30,077,407

Alcoa, Inc.

2,399,116

77,635,394

Freeport-McMoRan Copper & Gold, Inc. Class B

195,004

10,805,172

Phelps Dodge Corp.

188,000

15,446,080

133,964,053

Paper & Forest Products - 0.6%

International Paper Co.

1,105,400

35,704,420

Weyerhaeuser Co.

519,600

32,345,100

68,049,520

TOTAL MATERIALS

480,478,599

TELECOMMUNICATION SERVICES - 6.4%

Diversified Telecommunication Services - 5.6%

AT&T, Inc.

7,380,893

205,853,106

BellSouth Corp.

4,481,099

162,215,784

Consolidated Communications Holdings, Inc.

364,300

6,058,309

Embarq Corp. (a)

127,955

5,244,875

Philippine Long Distance Telephone Co. sponsored ADR (d)

633,500

21,868,420

Qwest Communications International, Inc. (a)

5,870,900

47,495,581

Shares

Value (Note 1)

Telkom SA Ltd. sponsored ADR

249,575

$ 18,468,550

Verizon Communications, Inc.

3,793,702

127,051,080

594,255,705

Wireless Telecommunication Services - 0.8%

Sprint Nextel Corp.

2,738,100

54,734,619

Vodafone Group PLC sponsored ADR

1,426,500

30,384,450

85,119,069

TOTAL TELECOMMUNICATION SERVICES

679,374,774

UTILITIES - 3.2%

Electric Utilities - 0.4%

Entergy Corp.

599,000

42,379,250

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

1,644,400

30,339,180

TXU Corp.

788,840

47,164,744

77,503,924

Multi-Utilities - 2.1%

Dominion Resources, Inc.

985,400

73,698,066

Duke Energy Corp.

921,000

27,049,770

NorthWestern Energy Corp.

124,800

4,286,880

Public Service Enterprise Group, Inc.

955,500

63,177,660

Wisconsin Energy Corp.

1,309,400

52,768,820

220,981,196

TOTAL UTILITIES

340,864,370

TOTAL COMMON STOCKS

(Cost $7,842,844,796)

10,505,883,461

Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

Ford Motor Co. Capital Trust II 6.50%

402,500

11,165,350

General Motors Corp.:

Series B, 5.25%

359,600

6,584,276

Series C, 6.25%

253,100

5,097,434

22,847,060

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. 7.25% PIERS

384,900

8,279,199

TOTAL CONSUMER DISCRETIONARY

31,126,259

FINANCIALS - 0.2%

Insurance - 0.2%

Conseco, Inc. Series B, 5.50%

143,400

3,972,180

The Chubb Corp. Series B, 7.00%

120,100

4,235,567

Travelers Property Casualty Corp. 4.50%

208,200

5,059,260

XL Capital Ltd. 6.50%

475,300

9,976,547

23,243,554

Convertible Preferred Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Schering-Plough Corp. 6.00%

176,300

$ 8,832,630

INFORMATION TECHNOLOGY - 0.2%

Office Electronics - 0.2%

Xerox Corp. Series C, 6.25%

135,550

15,190,682

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

67,100

2,042,524

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $95,898,028)

80,435,649

Corporate Bonds - 0.6%

Principal
Amount

Convertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.2%

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 4.5% 5/15/15

$ 3,640,000

3,863,132

Media - 0.2%

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

11,400,000

10,801,500

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

22,670,000

13,431,975

24,233,475

TOTAL CONSUMER DISCRETIONARY

28,096,607

INDUSTRIALS - 0.1%

Industrial Conglomerates - 0.1%

Tyco International Group SA yankee 3.125% 1/15/23

5,220,000

6,770,340

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

Level 3 Communications, Inc.:

3.5% 6/15/12

6,220,000

6,091,868

5.25% 12/15/11 (e)

11,850,000

14,492,550

20,584,418

TOTAL CONVERTIBLE BONDS

55,451,365

Nonconvertible Bonds - 0.1%

MATERIALS - 0.1%

Chemicals - 0.1%

Hercules, Inc. 6.5% 6/30/29 unit

15,700,000

12,743,690

TOTAL CORPORATE BONDS

(Cost $69,151,063)

68,195,055

Money Market Funds - 2.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.11% (b)

49,268,505

$ 49,268,505

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

175,543,038

175,543,038

TOTAL MONEY MARKET FUNDS

(Cost $224,811,543)

224,811,543

TOTAL INVESTMENT
PORTFOLIO - 101.8%

(Cost $8,232,705,430)

10,879,325,708

NET OTHER ASSETS - (1.8)%

(189,512,616)

NET ASSETS - 100%

$ 10,689,813,092

Security Type Abbreviation

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $38,726,025 or 0.4% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $13,895,125 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

KKR Private Equity Investors, L.P. Restricted Depositary Units

5/3/06

$ 15,612,500

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 413,865

Fidelity Securities Lending Cash Central Fund

1,063,479

Total

$ 1,477,344

Other Information

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

United States of America

89.1%

France

2.0%

United Kingdom

1.7%

Cayman Islands

1.5%

Netherlands Antilles

1.5%

Others (individually less than 1%)

4.2%

100.0%

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

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $174,191,840) - See accompanying schedule:

Unaffiliated issuers (cost $8,007,893,887)

$ 10,654,514,165

Affiliated Central Funds (cost $224,811,543)

224,811,543

Total Investments (cost $8,232,705,430)

$ 10,879,325,708

Cash

254,868

Foreign currency held at value
(cost $449,779)

449,878

Receivable for investments sold

64,314,375

Receivable for fund shares sold

3,637,215

Dividends receivable

14,172,693

Interest receivable

364,026

Prepaid expenses

21,632

Other receivables

273,402

Total assets

10,962,813,797

Liabilities

Payable for investments purchased

$ 85,935,380

Payable for fund shares redeemed

5,689,951

Accrued management fee

4,086,264

Distribution fees payable

474,139

Other affiliated payables

983,598

Other payables and accrued expenses

288,335

Collateral on securities loaned, at value

175,543,038

Total liabilities

273,000,705

Net Assets

$ 10,689,813,092

Net Assets consist of:

Paid in capital

$ 7,613,401,865

Undistributed net investment income

91,019,752

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

338,775,261

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

2,646,616,214

Net Assets

$ 10,689,813,092

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($7,643,976,176 ÷ 306,303,303 shares)

$ 24.96

Service Class:
Net Asset Value, offering price
and redemption price
per share ($1,055,819,533 ÷ 42,459,366 shares)

$ 24.87

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($1,891,981,006 ÷ 76,762,891 shares)

$ 24.65

Service Class 2R:
Net Asset Value, offering price
and redemption price
per share ($10,592,657 ÷ 431,654 shares)

$ 24.54

Investor Class:
Net Asset Value, offering price
and redemption price
per share ($87,443,720 ÷ 3,509,435 shares)

$ 24.92

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 121,002,787

Interest

1,764,495

Income from affiliated Central Funds (including $1,063,479 from security lending)

1,477,344

Total income

124,244,626

Expenses

Management fee

$ 25,337,022

Transfer agent fees

3,666,883

Distribution fees

2,849,221

Accounting and security lending fees

716,683

Independent trustees' compensation

20,876

Appreciation in deferred trustee compensation account

12,410

Custodian fees and expenses

129,522

Audit

61,999

Legal

68,946

Interest

58,940

Miscellaneous

268,106

Total expenses before reductions

33,190,608

Expense reductions

(194,725)

32,995,883

Net investment income (loss)

91,248,743

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

362,304,464

Foreign currency transactions

7,684

Total net realized gain (loss)

362,312,148

Change in net unrealized appreciation (depreciation) on:

Investment securities

87,089,117

Assets and liabilities in foreign currencies

(952)

Total change in net unrealized appreciation (depreciation)

87,088,165

Net gain (loss)

449,400,313

Net increase (decrease) in net assets resulting from operations

$ 540,649,056

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 91,248,743

$ 180,286,741

Net realized gain (loss)

362,312,148

551,406,495

Change in net unrealized appreciation (depreciation)

87,088,165

(133,326,683)

Net increase (decrease) in net assets resulting from operations

540,649,056

598,366,553

Distributions to shareholders from net investment income

(180,405,824)

(175,959,121)

Distributions to shareholders from net realized gain

(556,239,405)

(394,382,958)

Total distributions

(736,645,229)

(570,342,079)

Share transactions - net increase (decrease)

159,472,265

(588,913,583)

Redemption fees

662

2,560

Total increase (decrease) in net assets

(36,523,246)

(560,886,549)

Net Assets

Beginning of period

10,726,336,338

11,287,222,887

End of period (including undistributed net investment income of $91,019,752 and undistributed net investment income of $180,172,674, respectively)

$ 10,689,813,092

$ 10,726,336,338

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

VIP Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 25.49

$ 25.37

$ 23.18

$ 18.16

$ 22.75

$ 25.52

Income from Investment Operations

Net investment income (loss) E

.22

.42

.40

.36

.34

.34

Net realized and unrealized gain (loss)

1.04

1.00

2.24

5.01

(4.08)

(1.51)

Total from investment operations

1.26

1.42

2.64

5.37

(3.74)

(1.17)

Distributions from net investment income

(.45)

(.41)

(.36)

(.35)

(.36)

(.42)

Distributions from net realized gain

(1.34)

(.89)

(.09)

-

(.49)

(1.18)

Total distributions

(1.79)

(1.30)

(.45)

(.35)

(.85)

(1.60)

Redemption fees added to paid in capital

- E, G

- E, G

- E, G

- E, G

- E, G

-

Net asset value, end of period

$ 24.96

$ 25.49

$ 25.37

$ 23.18

$ 18.16

$ 22.75

Total Return B, C, D

5.12%

5.87%

11.53%

30.33%

(16.95)%

(4.96)%

Ratios to Average Net Assets F

Expenses before reductions

.56% A

.56%

.58%

.57%

.57%

.58%

Expenses net of fee waivers, if any

.56% A

.56%

.58%

.57%

.57%

.58%

Expenses net of all reductions

.55% A

.55%

.57%

.56%

.56%

.57%

Net investment income (loss)

1.73% A

1.71%

1.71%

1.83%

1.70%

1.47%

Supplemental Data

Net assets, end of period (000 omitted)

$ 7,643,976

$ 7,875,801

$ 8,689,829

$ 8,402,963

$ 6,895,940

$ 9,256,205

Portfolio turnover rate

20% A

19%

22%

26%

25%

24%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 25.39

$ 25.28

$ 23.11

$ 18.10

$ 22.67

$ 25.45

Income from Investment Operations

Net investment income (loss) E

.20

.39

.38

.34

.32

.31

Net realized and unrealized gain (loss)

1.04

1.00

2.22

5.00

(4.06)

(1.51)

Total from investment operations

1.24

1.39

2.60

5.34

(3.74)

(1.20)

Distributions from net investment income

(.42)

(.39)

(.34)

(.33)

(.34)

(.40)

Distributions from net realized gain

(1.34)

(.89)

(.09)

-

(.49)

(1.18)

Total distributions

(1.76)

(1.28)

(.43)

(.33)

(.83)

(1.58)

Redemption fees added to paid in capital

- E, G

- E, G

- E, G

- E, G

- E, G

-

Net asset value, end of period

$ 24.87

$ 25.39

$ 25.28

$ 23.11

$ 18.10

$ 22.67

Total Return B, C, D

5.07%

5.76%

11.38%

30.22%

(17.00)%

(5.09)%

Ratios to Average Net Assets F

Expenses before reductions

.66% A

.66%

.68%

.67%

.67%

.68%

Expenses net of fee waivers, if any

.66% A

.66%

.68%

.67%

.67%

.68%

Expenses net of all reductions

.65% A

.65%

.67%

.66%

.66%

.67%

Net investment income (loss)

1.63% A

1.61%

1.61%

1.73%

1.60%

1.37%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,055,820

$ 1,079,838

$ 1,170,778

$ 1,071,483

$ 771,516

$ 836,017

Portfolio turnover rate

20% A

19%

22%

26%

25%

24%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 25.17

$ 25.09

$ 22.96

$ 18.00

$ 22.59

$ 25.41

Income from Investment Operations

Net investment income (loss) E

.18

.35

.34

.31

.28

.27

Net realized and unrealized gain (loss)

1.03

.98

2.21

4.97

(4.04)

(1.50)

Total from investment operations

1.21

1.33

2.55

5.28

(3.76)

(1.23)

Distributions from net investment income

(.39)

(.36)

(.33)

(.32)

(.34)

(.41)

Distributions from net realized gain

(1.34)

(.89)

(.09)

-

(.49)

(1.18)

Total distributions

(1.73)

(1.25)

(.42)

(.32)

(.83)

(1.59)

Redemption fees added to paid in capital

- E, G

- E, G

- E, G

- E, G

- E, G

-

Net asset value, end of period

$ 24.65

$ 25.17

$ 25.09

$ 22.96

$ 18.00

$ 22.59

Total Return B, C, D

5.00%

5.57%

11.23%

30.03%

(17.15)%

(5.23)%

Ratios to Average Net Assets F

Expenses before reductions

.81% A

.81%

.83%

.82%

.83%

.84%

Expenses net of fee waivers, if any

.81% A

.81%

.83%

.82%

.83%

.84%

Expenses net of all reductions

.80% A

.80%

.82%

.81%

.82%

.83%

Net investment income (loss)

1.48% A

1.46%

1.46%

1.58%

1.44%

1.21%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,891,981

$ 1,723,546

$ 1,420,999

$ 916,679

$ 403,632

$ 226,078

Portfolio turnover rate

20% A

19%

22%

26%

25%

24%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002 F

Net asset value, beginning of period

$ 25.08

$ 25.01

$ 22.91

$ 17.99

$ 21.82

Income from Investment Operations

Net investment income (loss) E

.18

.35

.34

.31

.18

Net realized and unrealized gain (loss)

1.02

.99

2.20

4.96

(4.01)

Total from investment operations

1.20

1.34

2.54

5.27

(3.83)

Distributions from net investment income

(.40)

(.38)

(.35)

(.35)

-

Distributions from net realized gain

(1.34)

(.89)

(.09)

-

-

Total distributions

(1.74)

(1.27)

(.44)

(.35)

-

Redemption fees added to paid in capital E, H

-

-

-

-

-

Net asset value, end of period

$ 24.54

$ 25.08

$ 25.01

$ 22.91

$ 17.99

Total Return B, C, D

4.99%

5.61%

11.22%

30.05%

(17.55)%

Ratios to Average Net Assets G

Expenses before reductions

.81% A

.81%

.83%

.82%

.85% A

Expenses net of fee waivers, if any

.81% A

.81%

.83%

.82%

.85% A

Expenses net of all reductions

.80% A

.80%

.82%

.81%

.84% A

Net investment income (loss)

1.48% A

1.46%

1.46%

1.57%

1.45% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 10,593

$ 9,651

$ 5,617

$ 1,891

$ 471

Portfolio turnover rate

20% A

19%

22%

26%

25%

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 April 24, 2002 (commencement of sale of shares) to December 31, 2002. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share.

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

VIP Equity-Income Portfolio

Financial Highlights - Investor Class

Six months ended
June 30, 2006

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2005 F

Net asset value, beginning of period

$ 25.48

$ 24.46

Income from Investment Operations

Net investment income (loss) E

.20

.17

Net realized and unrealized gain (loss)

1.04

.85

Total from investment operations

1.24

1.02

Distributions from net investment income

(.46)

-

Distributions from net realized gain

(1.34)

-

Total distributions

(1.80)

-

Redemption fees added to paid in capital E, H

-

-

Net asset value, end of period

$ 24.92

$ 25.48

Total Return B, C, D

5.05%

4.17%

Ratios to Average Net Assets G

Expenses before reductions

.69% A

.74% A

Expenses net of fee waivers, if any

.69% A

.74% A

Expenses net of all reductions

.68% A

.73% A

Net investment income (loss)

1.60% A

1.54% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 87,444

$ 37,500

Portfolio turnover rate

20% A

19%

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 July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share.

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

Semiannual Report

VIP Growth Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

4.4

4.4

Johnson & Johnson

3.2

3.0

Wal-Mart Stores, Inc.

2.8

2.8

Google, Inc. Class A (sub. vtg.)

2.2

1.5

PepsiCo, Inc.

2.2

2.0

Microsoft Corp.

2.2

4.0

Amgen, Inc.

2.0

1.9

QUALCOMM, Inc.

1.7

1.6

Altria Group, Inc.

1.6

1.5

American Express Co.

1.4

1.1

23.7

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

23.8

27.6

Health Care

18.0

16.0

Consumer Staples

15.1

14.1

Industrials

11.9

13.7

Financials

10.1

8.4

Asset Allocation (% of fund's net assets)

As of June 30, 2006*

As of December 31, 2005**

Stocks 99.8%

Stocks 99.5%

Short-Term Investments
and Net Other Assets 0.2%

Short-Term Investments
and Net Other Assets 0.5%

* Foreign investments

13.0%

** Foreign investments

11.6%



Semiannual Report

VIP Growth Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 9.7%

Diversified Consumer Services - 0.5%

Weight Watchers International, Inc.

880,700

$ 36,011,823

Hotels, Restaurants & Leisure - 0.1%

Bob Evans Farms, Inc.

257,163

7,717,462

Household Durables - 1.7%

Ethan Allen Interiors, Inc.

294,721

10,772,053

Furniture Brands International, Inc. (d)

707,400

14,742,216

Garmin Ltd.

267,020

28,154,589

La-Z-Boy, Inc. (d)

1,433,300

20,066,200

Sony Corp. sponsored ADR

989,900

43,595,196

Whirlpool Corp.

135,564

11,204,365

128,534,619

Internet & Catalog Retail - 0.4%

NutriSystem, Inc. (a)(d)

466,900

29,008,497

Media - 2.6%

Comcast Corp. Class A (special) (a)

1,199,000

39,303,220

Lamar Advertising Co. Class A (a)

647,740

34,887,276

News Corp. Class B

362,500

7,315,250

Omnicom Group, Inc.

621,700

55,387,253

The Walt Disney Co.

1,420,000

42,600,000

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

389,700

13,966,848

193,459,847

Multiline Retail - 0.7%

Dollar Tree Stores, Inc. (a)

1,408,700

37,330,550

Fred's, Inc. Class A

1,057,739

14,120,816

51,451,366

Specialty Retail - 3.7%

Bed Bath & Beyond, Inc. (a)

737,000

24,446,290

Best Buy Co., Inc.

825,725

45,282,759

Circuit City Stores, Inc.

1,099,900

29,939,278

Home Depot, Inc.

2,358,000

84,392,820

J. Crew Group, Inc.

243,900

6,695,055

Staples, Inc.

2,140,650

52,060,608

The Men's Wearhouse, Inc.

881,900

26,721,570

269,538,380

TOTAL CONSUMER DISCRETIONARY

715,721,994

CONSUMER STAPLES - 15.1%

Beverages - 3.2%

Brown-Forman Corp. Class B (non-vtg.)

345,700

24,700,265

Diageo PLC sponsored ADR

380,750

25,719,663

Molson Coors Brewing Co. Class B

347,700

23,601,876

PepsiCo, Inc.

2,649,200

159,057,968

233,079,772

Food & Staples Retailing - 5.1%

CVS Corp.

1,793,900

55,072,730

Rite Aid Corp. (a)

4,010,600

17,004,944

Shares

Value (Note 1)

Wal-Mart Stores, Inc.

4,278,600

$ 206,100,162

Walgreen Co.

2,248,300

100,813,772

378,991,608

Food Products - 2.1%

Campbell Soup Co.

1,062,700

39,436,797

Gold Kist, Inc. Delaware (a)

298,100

3,985,597

Groupe Danone

95,100

12,086,118

Groupe Danone sponsored ADR (d)

956,700

25,515,189

Pilgrims Pride Corp. Class B

153,438

3,958,700

Sanderson Farms, Inc.

144,100

4,033,359

Tyson Foods, Inc. Class A

2,219,400

32,980,284

Unilever NV (NY Shares)

1,375,200

31,010,760

153,006,804

Household Products - 1.4%

Church & Dwight Co., Inc.

828,000

30,155,760

Colgate-Palmolive Co.

1,211,200

72,550,880

102,706,640

Personal Products - 1.0%

Avon Products, Inc.

2,371,010

73,501,310

Tobacco - 2.3%

Altria Group, Inc.

1,628,000

119,544,040

British American Tobacco PLC

1,861,567

47,200,031

166,744,071

TOTAL CONSUMER STAPLES

1,108,030,205

ENERGY - 7.4%

Energy Equipment & Services - 4.2%

Baker Hughes, Inc.

618,570

50,629,955

Halliburton Co.

946,700

70,254,607

National Oilwell Varco, Inc. (a)

827,700

52,409,964

Noble Corp.

153,600

11,430,912

Schlumberger Ltd. (NY Shares)

947,500

61,691,725

Smith International, Inc.

739,000

32,863,330

Weatherford International Ltd. (a)

613,880

30,460,726

309,741,219

Oil, Gas & Consumable Fuels - 3.2%

Arch Coal, Inc.

555,600

23,540,772

BG Group PLC sponsored ADR

383,000

25,615,040

CONSOL Energy, Inc.

743,400

34,731,648

Denbury Resources, Inc. (a)

318,400

10,083,728

Encore Acquisition Co. (a)

369,312

9,908,641

Energy Partners Ltd. (a)(d)

484,700

9,185,065

EOG Resources, Inc.

262,500

18,201,750

Hugoton Royalty Trust

35,311

1,048,737

Noble Energy, Inc.

94,900

4,447,014

Peabody Energy Corp.

644,000

35,903,000

Quicksilver Resources, Inc. (a)

195,300

7,188,993

Sasol Ltd. sponsored ADR

702,800

27,156,192

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Ultra Petroleum Corp. (a)

125,300

$ 7,426,531

XTO Energy, Inc.

405,200

17,938,204

232,375,315

TOTAL ENERGY

542,116,534

FINANCIALS - 10.1%

Capital Markets - 3.0%

Daiwa Securities Group, Inc.

719,000

8,570,819

E*TRADE Financial Corp. (a)

809,700

18,477,354

Greenhill & Co., Inc. (d)

126,500

7,686,140

KKR Private Equity Investors, L.P. Restricted Depositary Units (e)

1,094,600

24,354,850

Lazard Ltd. Class A

293,100

11,841,240

Merrill Lynch & Co., Inc.

493,700

34,341,772

Nomura Holdings, Inc.

850,800

15,995,040

State Street Corp.

813,900

47,279,451

UBS AG (NY Shares)

492,700

54,049,190

222,595,856

Commercial Banks - 0.9%

M&T Bank Corp.

60,600

7,145,952

PNC Financial Services Group, Inc.

313,500

21,998,295

Standard Chartered PLC (United Kingdom)

1,257,636

30,704,000

Wells Fargo & Co.

103,300

6,929,364

66,777,611

Consumer Finance - 1.4%

American Express Co.

1,903,700

101,314,914

Diversified Financial Services - 0.5%

African Bank Investments Ltd.

2,293,768

8,954,333

FirstRand Ltd.

10,067,810

23,730,263

32,684,596

Insurance - 3.1%

ACE Ltd.

114,000

5,767,260

AFLAC, Inc.

1,609,020

74,578,077

American International Group, Inc.

1,313,866

77,583,787

Aspen Insurance Holdings Ltd.

319,100

7,431,839

Axis Capital Holdings Ltd.

299,200

8,560,112

Platinum Underwriters Holdings Ltd.

187,700

5,251,846

Prudential Financial, Inc.

504,900

39,230,730

The St. Paul Travelers Companies, Inc.

182,500

8,135,850

226,539,501

Real Estate Management & Development - 0.8%

Mitsui Fudosan Co. Ltd.

1,387,000

30,121,870

Tokyo Tatemono Co. Ltd. (a)

2,836,000

30,386,157

60,508,027

Shares

Value (Note 1)

Thrifts & Mortgage Finance - 0.4%

Countrywide Financial Corp.

809,900

$ 30,840,992

TOTAL FINANCIALS

741,261,497

HEALTH CARE - 18.0%

Biotechnology - 5.5%

Amgen, Inc. (a)

2,245,210

146,455,048

Amylin Pharmaceuticals, Inc. (a)(d)

1,007,225

49,726,698

Genentech, Inc. (a)

1,081,700

88,483,060

ImClone Systems, Inc. (a)(d)

974,600

37,658,544

MedImmune, Inc. (a)

529,000

14,335,900

OSI Pharmaceuticals, Inc. (a)

358,856

11,827,894

PDL BioPharma, Inc. (a)

1,076,611

19,820,409

Tanox, Inc. (a)(d)

1,611,400

22,285,662

Telik, Inc. (a)(d)

468,944

7,737,576

Theravance, Inc. (a)

296,500

6,783,920

405,114,711

Health Care Equipment & Supplies - 2.0%

Baxter International, Inc.

1,214,900

44,659,724

Becton, Dickinson & Co.

906,400

55,408,232

C.R. Bard, Inc.

613,500

44,945,010

145,012,966

Health Care Providers & Services - 2.3%

AMN Healthcare Services, Inc. (a)

554,700

11,260,410

Cardinal Health, Inc.

680,500

43,776,565

Cross Country Healthcare, Inc. (a)

772,974

14,060,397

Humana, Inc. (a)

985,100

52,899,870

Medco Health Solutions, Inc. (a)

901,900

51,660,832

173,658,074

Pharmaceuticals - 8.2%

Allergan, Inc.

645,400

69,225,604

Bristol-Myers Squibb Co.

1,481,000

38,298,660

Johnson & Johnson

3,939,320

236,044,054

Kos Pharmaceuticals, Inc. (a)

167,300

6,293,826

Merck & Co., Inc.

2,221,000

80,911,030

Pfizer, Inc.

781,304

18,337,205

Schering-Plough Corp.

3,415,400

64,995,062

Sepracor, Inc. (a)

182,200

10,410,908

Wyeth

1,725,200

76,616,132

601,132,481

TOTAL HEALTH CARE

1,324,918,232

INDUSTRIALS - 11.9%

Aerospace & Defense - 1.4%

BAE Systems PLC

2,672,200

18,274,404

EADS NV

834,736

23,982,660

Precision Castparts Corp.

426,448

25,484,532

Rolls-Royce Group PLC

4,067,098

31,142,326

98,883,922

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Air Freight & Logistics - 1.2%

FedEx Corp.

769,400

$ 89,912,084

Commercial Services & Supplies - 1.0%

Cintas Corp.

1,253,560

49,841,546

Equifax, Inc.

691,600

23,749,544

73,591,090

Industrial Conglomerates - 4.9%

General Electric Co.

9,908,240

326,575,590

Textron, Inc.

397,000

36,595,460

363,171,050

Machinery - 1.6%

Deere & Co.

717,500

59,904,075

Joy Global, Inc.

983,839

51,248,174

Watts Water Technologies, Inc. Class A

118,900

3,989,095

115,141,344

Road & Rail - 1.5%

Burlington Northern Santa Fe Corp.

256,200

20,303,850

Canadian National Railway Co.

254,300

11,107,828

CSX Corp.

393,100

27,689,964

Norfolk Southern Corp.

492,600

26,216,172

Union Pacific Corp.

247,400

22,998,304

108,316,118

Trading Companies & Distributors - 0.3%

UAP Holding Corp.

1,108,763

24,182,121

TOTAL INDUSTRIALS

873,197,729

INFORMATION TECHNOLOGY - 23.8%

Communications Equipment - 5.9%

Avaya, Inc. (a)

2,748,998

31,393,557

Cisco Systems, Inc. (a)

3,299,000

64,429,470

Corning, Inc. (a)

3,913,100

94,657,889

Harris Corp.

741,200

30,767,212

Juniper Networks, Inc. (a)

2,445,400

39,101,946

Motorola, Inc.

1,070,800

21,576,620

Nortel Networks Corp. (a)

12,304,400

27,522,351

QUALCOMM, Inc.

3,043,900

121,969,073

431,418,118

Computers & Peripherals - 4.3%

Apple Computer, Inc. (a)

1,477,234

84,379,606

Dell, Inc. (a)

3,979,986

97,151,458

Lexmark International, Inc. Class A (a)

877,000

48,962,910

Network Appliance, Inc. (a)

1,206,715

42,597,040

Sun Microsystems, Inc. (a)

10,409,872

43,200,969

316,291,983

Shares

Value (Note 1)

Electronic Equipment & Instruments - 1.1%

Amphenol Corp. Class A

783,382

$ 43,838,057

Hon Hai Precision Industry Co. Ltd. (Foxconn)

5,877,709

36,306,246

80,144,303

Internet Software & Services - 3.7%

aQuantive, Inc. (a)(d)

1,054,513

26,710,814

Bankrate, Inc. (a)

117,000

4,417,920

Digitas, Inc. (a)

1,308,807

15,208,337

eBay, Inc. (a)

1,924,800

56,377,392

Google, Inc. Class A (sub. vtg.) (a)

393,500

165,006,355

VeriSign, Inc. (a)

341,100

7,903,287

275,624,105

IT Services - 2.7%

Cognizant Technology Solutions Corp. Class A (a)

511,900

34,486,703

First Data Corp.

2,078,700

93,624,648

Hewitt Associates, Inc. Class A (a)

848,900

19,083,272

Nomura Research Institute Ltd.

216,000

26,729,823

Satyam Computer Services Ltd. sponsored ADR

700,700

23,221,198

197,145,644

Semiconductors & Semiconductor Equipment - 1.5%

Advanced Micro Devices, Inc. (a)

515,300

12,583,626

MEMC Electronic Materials, Inc. (a)

846,700

31,751,250

PMC-Sierra, Inc. (a)

2,664,891

25,049,975

Samsung Electronics Co. Ltd.

60,140

38,225,382

107,610,233

Software - 4.6%

Electronic Arts, Inc. (a)

172,671

7,431,760

Intuit, Inc. (a)

245,800

14,843,862

Microsoft Corp.

6,822,070

158,954,231

NAVTEQ Corp. (a)

915,000

40,882,200

Nippon System Development Co. Ltd.

814,300

28,252,314

Red Hat, Inc. (a)

833,642

19,507,223

SAP AG sponsored ADR

779,700

40,949,844

Take-Two Interactive Software, Inc. (a)(d)

2,526,150

26,928,759

337,750,193

TOTAL INFORMATION TECHNOLOGY

1,745,984,579

MATERIALS - 1.8%

Chemicals - 1.8%

Ashland, Inc.

514,500

34,317,150

Chemtura Corp.

1,750,638

16,350,959

Monsanto Co.

857,800

72,218,182

Tokuyama Corp.

520,000

7,725,585

130,611,876

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 1.2%

AT&T, Inc.

687,400

$ 19,171,586

BellSouth Corp.

660,100

23,895,620

Embarq Corp. (a)

90,200

3,697,298

Verizon Communications, Inc.

1,247,700

41,785,473

88,549,977

Wireless Telecommunication Services - 0.8%

Sprint Nextel Corp.

1,804,011

36,062,180

Vodafone Group PLC sponsored ADR

978,400

20,839,920

56,902,100

TOTAL TELECOMMUNICATION SERVICES

145,452,077

TOTAL COMMON STOCKS

(Cost $6,178,101,048)

7,327,294,723

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc.
Series E (a)(e)

88,646

1

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Life Sciences Tools & Services - 0.0%

GeneProt, Inc. Series A (a)(e)

826,000

8

TOTAL PREFERRED STOCKS

(Cost $5,802,548)

9

Money Market Funds - 1.2%

Fidelity Cash Central Fund, 5.11% (b)

9,879,444

9,879,444

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

73,942,400

73,942,400

TOTAL MONEY MARKET FUNDS

(Cost $83,821,844)

83,821,844

Cash Equivalents - 0.1%

Maturity
Amount

Value (Note 1)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations) in a joint trading account at 4.51%,
dated 6/30/06 due 7/3/06
(Cost $9,994,000)

$ 9,997,756

$ 9,994,000

TOTAL INVESTMENT
PORTFOLIO - 101.1%

(Cost $6,277,719,440)

7,421,110,576

NET OTHER ASSETS - (1.1)%

(79,131,944)

NET ASSETS - 100%

$ 7,341,978,632

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $24,354,859 or 0.3% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies, Inc. Series E

9/19/00

$ 1,329,855

GeneProt, Inc. Series A

7/7/00

$ 4,472,693

KKR Private Equity Investors, L.P. Restricted Depositary Units

5/3/06 - 6/8/06

$ 26,981,829

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 842,905

Fidelity Securities Lending Cash Central Fund

468,741

Total

$ 1,311,646

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of period

Fred's, Inc. Class A

$ 36,494,326

$ -

$ 16,905,451

$ 76,838

$ -

Other Information

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

United States of America

87.0%

United Kingdom

3.2%

Japan

2.6%

Others (individually less than 1%)

7.2%

100.0%

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $2,797,244,204 of which $554,823,752, $2,197,712,598 and $44,707,854 will expire on December 31, 2009, 2010 and 2011, respectively.

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

Semiannual Report

VIP Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $72,257,180 and repurchase agreements of $9,994,000) - See accompanying schedule:

Unaffiliated issuers
(cost $6,193,897,596)

$ 7,337,288,732

Affiliated Central Funds
(cost $83,821,844)

83,821,844

Total Investments
(cost $6,277,719,440)

$ 7,421,110,576

Cash

15,973

Foreign currency held at value
(cost $522,902)

517,329

Receivable for investments sold

51,095,302

Receivable for fund shares sold

1,861,127

Dividends receivable

7,643,734

Interest receivable

88,428

Prepaid expenses

17,856

Other receivables

305,255

Total assets

7,482,655,580

Liabilities

Payable for investments purchased

$ 57,051,921

Payable for fund shares redeemed

5,007,002

Accrued management fee

3,426,122

Distribution fees payable

194,166

Other affiliated payables

763,640

Other payables and accrued expenses

291,697

Collateral on securities loaned, at value

73,942,400

Total liabilities

140,676,948

Net Assets

$ 7,341,978,632

Net Assets consist of:

Paid in capital

$ 8,423,186,366

Undistributed net investment income

18,118,612

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

(2,242,713,534)

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

1,143,387,188

Net Assets

$ 7,341,978,632

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($5,800,859,249 ÷ 172,803,678 shares)

$ 33.57

Service Class:
Net Asset Value, offering price
and redemption price
per share ($905,722,815 ÷ 27,076,029 shares)

$ 33.45

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($577,704,069 ÷ 17,403,268 shares)

$ 33.20

Service Class 2R:
Net Asset Value, offering price
and redemption price
per share ($5,345,830 ÷
161,700 shares)

$ 33.06

Investor Class:
Net Asset Value, offering price
and redemption price
per share ($52,346,669 ÷ 1,562,364 shares)

$ 33.50

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

Semiannual Report

VIP Growth Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends (including $76,838 received from other affiliated issuers)

$ 47,400,914

Interest

51,708

Income from affiliated Central Funds (including $468,741 from security lending)

1,311,646

Total income

48,764,268

Expenses

Management fee

$ 23,468,482

Transfer agent fees

2,779,609

Distribution fees

1,499,793

Accounting and security lending fees

651,280

Independent trustees' compensation

16,349

Appreciation in deferred trustee compensation account

10,449

Custodian fees and expenses

152,055

Audit

52,532

Legal

54,120

Interest

24,410

Miscellaneous

227,081

Total expenses before reductions

28,936,160

Expense reductions

(525,246)

28,410,914

Net investment income (loss)

20,353,354

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

567,668,884

Other affiliated issuers

(5,030,133)

Foreign currency transactions

(229,262)

Total net realized gain (loss)

562,409,489

Change in net unrealized appreciation (depreciation) on:

Investment securities

(534,476,754)

Assets and liabilities in foreign currencies

2,762

Total change in net unrealized appreciation (depreciation)

(534,473,992)

Net gain (loss)

27,935,497

Net increase (decrease) in net assets resulting from operations

$ 48,288,851

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 20,353,354

$ 29,190,123

Net realized gain (loss)

562,409,489

875,877,180

Change in net unrealized appreciation (depreciation)

(534,473,992)

(448,273,685)

Net increase (decrease) in net assets resulting from operations

48,288,851

456,793,618

Distributions to shareholders from net investment income

(29,989,011)

(43,821,998)

Share transactions - net increase (decrease)

(1,377,312,040)

(1,648,924,682)

Redemption fees

1,279

117

Total increase (decrease) in net assets

(1,359,010,921)

(1,235,952,945)

Net Assets

Beginning of period

8,700,989,553

9,936,942,498

End of period (including undistributed net investment income of $18,118,612 and undistributed net investment income of $27,754,269, respectively)

$ 7,341,978,632

$ 8,700,989,553

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

VIP Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 33.70

$ 32.01

$ 31.04

$ 23.44

$ 33.61

$ 43.66

Income from Investment Operations

Net investment income (loss) E

.09

.11

.15 F, J

.07

.07

.07

Net realized and unrealized gain (loss)

(.09) G

1.74

.90

7.60

(10.17)

(7.27)

Total from investment operations

-

1.85

1.05

7.67

(10.10)

(7.20)

Distributions from net investment income

(.13)

(.16)

(.08)

(.07)

(.07)

(.03)

Distributions from net realized gain

-

-

-

-

-

(2.82)

Total distributions

(.13)

(.16)

(.08)

(.07)

(.07)

(2.85)

Redemption fees added to paid in capital

- E, I

- E, I

- E, I

- E, I

- E, I

-

Net asset value, end of period

$ 33.57

$ 33.70

$ 32.01

$ 31.04

$ 23.44

$ 33.61

Total Return B, C, D

.00%

5.80%

3.38%

32.85%

(30.10)%

(17.67)%

Ratios to Average Net Assets H

Expenses before reductions

.66% A

.67%

.68%

.67%

.67%

.68%

Expenses net of fee waivers, if any

.66% A

.67%

.68%

.67%

.67%

.68%

Expenses net of all reductions

.65% A

.63%

.65%

.64%

.61%

.65%

Net investment income (loss)

.53% A

.36%

.47% J

.28%

.25%

.19%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,800,859

$ 6,726,655

$ 7,796,888

$ 8,594,509

$ 7,016,147

$ 11,458,659

Portfolio turnover rate

87% A

79%

72%

61%

90%

105%

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 Investment income per share reflects a special dividend which amounted to $.08 per share.
G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 33.56

$ 31.88

$ 30.92

$ 23.34

$ 33.48

$ 43.51

Income from Investment Operations

Net investment income (loss) E

.07

.08

.11 F, J

.05

.04

.03

Net realized and unrealized gain (loss)

(.09) G

1.72

.90

7.58

(10.14)

(7.24)

Total from investment operations

(.02)

1.80

1.01

7.63

(10.10)

(7.21)

Distributions from net investment income

(.09)

(.12)

(.05)

(.05)

(.04)

-

Distributions from net realized gain

-

-

-

-

-

(2.82)

Total distributions

(.09)

(.12)

(.05)

(.05)

(.04)

(2.82)

Redemption fees added to paid in capital

- E, I

- E, I

- E, I

- E, I

- E, I

-

Net asset value, end of period

$ 33.45

$ 33.56

$ 31.88

$ 30.92

$ 23.34

$ 33.48

Total Return B, C, D

(.05)%

5.67%

3.26%

32.78%

(30.20)%

(17.74)%

Ratios to Average Net Assets H

Expenses before reductions

.76% A

.77%

.78%

.77%

.77%

.78%

Expenses net of fee waivers, if any

.76% A

.77%

.78%

.77%

.77%

.78%

Expenses net of all reductions

.75% A

.73%

.75%

.74%

.71%

.75%

Net investment income (loss)

.43% A

.26%

.37% J

.18%

.15%

.09%

Supplemental Data

Net assets, end of period (000 omitted)

$ 905,723

$ 1,086,172

$ 1,326,262

$ 1,401,298

$ 1,058,738

$ 1,655,758

Portfolio turnover rate

87% A

79%

72%

61%

90%

105%

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 Investment income per share reflects a special dividend which amounted to $.08 per share.
G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002

2001

Net asset value, beginning of period

$ 33.29

$ 31.64

$ 30.72

$ 23.21

$ 33.34

$ 43.43

Income from Investment Operations

Net investment income (loss) E

.05

.03

.07 F,J

.01

- I

(.02)

Net realized and unrealized gain (loss)

(.08) G

1.71

.89

7.53

(10.09)

(7.22)

Total from investment operations

(.03)

1.74

.96

7.54

(10.09)

(7.24)

Distributions from net investment income

(.06)

(.09)

(.04)

(.03)

(.04)

(.03)

Distributions from net realized gain

-

-

-

-

-

(2.82)

Total distributions

(.06)

(.09)

(.04)

(.03)

(.04)

(2.85)

Redemption fees added to paid in capital

- E, I

- E, I

- E, I

- E, I

- E, I

-

Net asset value, end of period

$ 33.20

$ 33.29

$ 31.64

$ 30.72

$ 23.21

$ 33.34

Total Return B, C, D

(.11)%

5.50%

3.12%

32.54%

(30.30)%

(17.87)%

Ratios to Average Net Assets H

Expenses before reductions

.92% A

.92%

.93%

.92%

.93%

.93%

Expenses net of fee waivers, if any

.92% A

.92%

.93%

.92%

.93%

.93%

Expenses net of all reductions

.90% A

.88%

.90%

.89%

.87%

.90%

Net investment income (loss)

.28% A

.11%

.22% J

.02%

(.01)%

(.06)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 577,704

$ 858,587

$ 811,126

$ 609,798

$ 238,543

$ 191,475

Portfolio turnover rate

87% A

79%

72%

61%

90%

105%

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 Investment income per share reflects a special dividend which amounted to $.08 per share.
G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2006

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2005

2004

2003

2002 H

Net asset value, beginning of period

$ 33.18

$ 31.54

$ 30.65

$ 23.20

$ 31.05

Income from Investment Operations

Net investment income (loss) E

.05

.04

.07 F, K

.01

(.01)

Net realized and unrealized gain (loss)

(.09) G

1.70

.88

7.51

(7.84)

Total from investment operations

(.04)

1.74

.95

7.52

(7.85)

Distributions from net investment income

(.08)

(.10)

(.06)

(.07)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

Net asset value, end of period

$ 33.06

$ 33.18

$ 31.54

$ 30.65

$ 23.20

Total Return B, C, D

(.12)%

5.52%

3.10%

32.54%

(25.28)%

Ratios to Average Net Assets I

Expenses before reductions

.91% A

.92%

.93%

.92%

.96% A

Expenses net of fee waivers, if any

.91% A

.92%

.93%

.92%

.96% A

Expenses net of all reductions

.90% A

.88%

.90%

.90%

.90% A

Net investment income (loss)

.28% A

.12%

.22% K

.02%

(.03)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,346

$ 5,409

$ 2,667

$ 1,369

$ 210

Portfolio turnover rate

87% A

79%

72%

61%

90%

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 Investment income per share reflects a special dividend which amounted to $.08 per share.
G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.
H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

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

VIP Growth Portfolio

Financial Highlights - Investor Class

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 33.67

$ 32.60

Income from Investment Operations

Net investment income (loss) E

.07

.03

Net realized and unrealized gain (loss)

(.10) F

1.04

Total from investment operations

(.03)

1.07

Distributions from net investment income

(.14)

-

Redemption fees added to paid in capital E, I

-

-

Net asset value, end of period

$ 33.50

$ 33.67

Total Return B, C, D

(.08)%

3.28%

Ratios to Average Net Assets H

Expenses before reductions

.79% A

.83% A

Expenses net of fee waivers, if any

.79% A

.83% A

Expenses net of all reductions

.78% A

.79% A

Net investment income (loss)

.40% A

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 52,347

$ 24,166

Portfolio turnover rate

87% A

79%

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 The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund. G For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

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

Semiannual Report

VIP Growth & Income Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

4.9

4.1

American International Group, Inc.

3.4

3.2

Microsoft Corp.

3.0

4.4

Exxon Mobil Corp.

2.9

2.2

Bank of America Corp.

2.4

1.9

Johnson & Johnson

2.2

2.2

Schlumberger Ltd. (NY Shares)

1.8

1.4

Google, Inc. Class A (sub. vtg.)

1.6

0.9

United Technologies Corp.

1.5

1.4

Cisco Systems, Inc.

1.5

0.7

25.2

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.0

19.3

Information Technology

18.7

18.4

Industrials

14.4

13.5

Health Care

14.0

15.8

Energy

9.8

8.8

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 97.8%

Stocks 96.0%

Short-Term
Investments and
Net Other Assets 2.2%

Short-Term
Investments and
Net Other Assets 4.0%

* Foreign investments

9.8%

** Foreign investments

9.5%



Semiannual Report

VIP Growth & Income Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.4%

Hotels, Restaurants & Leisure - 0.6%

Ctrip.com International Ltd. sponsored ADR

800

$ 40,840

Sonic Corp. (a)

131,950

2,743,241

Starbucks Corp. (a)

150,700

5,690,432

Wynn Resorts Ltd. (a)

17,800

1,304,740

9,779,253

Household Durables - 0.5%

Beazer Homes USA, Inc.

100

4,587

Sharp Corp.

305,000

4,819,227

Whirlpool Corp.

32,000

2,644,800

7,468,614

Media - 1.9%

Clear Channel Communications, Inc.

85,000

2,630,750

E.W. Scripps Co. Class A

81,600

3,520,224

Lamar Advertising Co. Class A (a)

46,000

2,477,560

News Corp. Class B

704,300

14,212,774

Scholastic Corp. (a)

38,672

1,004,312

The Walt Disney Co.

106,900

3,207,000

Time Warner, Inc.

146,800

2,539,640

29,592,260

Multiline Retail - 0.9%

Target Corp.

275,300

13,453,911

Specialty Retail - 2.4%

Best Buy Co., Inc.

71,000

3,893,640

Chico's FAS, Inc. (a)

34,900

941,602

Esprit Holdings Ltd.

288,000

2,351,096

Home Depot, Inc.

222,000

7,945,380

J. Crew Group, Inc.

3,800

104,310

Lowe's Companies, Inc.

2,000

121,340

PETsMART, Inc.

160,000

4,096,000

Staples, Inc.

409,502

9,959,089

Tiffany & Co., Inc.

106,700

3,523,234

TJX Companies, Inc.

164,600

3,762,756

36,698,447

Textiles, Apparel & Luxury Goods - 0.1%

Liz Claiborne, Inc.

62,000

2,297,720

TOTAL CONSUMER DISCRETIONARY

99,290,205

CONSUMER STAPLES - 6.8%

Beverages - 1.3%

PepsiCo, Inc.

331,300

19,891,252

Food & Staples Retailing - 1.0%

CVS Corp.

397,300

12,197,110

Safeway, Inc.

100,800

2,620,800

14,817,910

Food Products - 0.8%

Nestle SA sponsored ADR

166,600

12,978,140

Shares

Value (Note 1)

Household Products - 2.3%

Colgate-Palmolive Co.

240,400

$ 14,399,960

Procter & Gamble Co.

364,700

20,277,320

34,677,280

Tobacco - 1.4%

Altria Group, Inc.

300,460

22,062,778

TOTAL CONSUMER STAPLES

104,427,360

ENERGY - 9.8%

Energy Equipment & Services - 4.9%

Baker Hughes, Inc.

38,600

3,159,410

Cameron International Corp. (a)

264,700

12,644,719

ENSCO International, Inc.

14,200

653,484

Halliburton Co.

317,000

23,524,570

Schlumberger Ltd. (NY Shares)

435,900

28,381,449

Smith International, Inc.

187,300

8,329,231

76,692,863

Oil, Gas & Consumable Fuels - 4.9%

ConocoPhillips

900

58,977

Exxon Mobil Corp.

720,300

44,190,405

Peabody Energy Corp.

144,300

8,044,725

Plains Exploration & Production Co. (a)

139,100

5,639,114

Ultra Petroleum Corp. (a)

98,590

5,843,429

Valero Energy Corp.

171,600

11,414,832

75,191,482

TOTAL ENERGY

151,884,345

FINANCIALS - 21.0%

Capital Markets - 2.6%

Ameriprise Financial, Inc.

119,100

5,320,197

Charles Schwab Corp.

298,400

4,768,432

Franklin Resources, Inc.

38,000

3,298,780

Goldman Sachs Group, Inc.

27,600

4,151,868

Investors Financial Services Corp.

111,300

4,997,370

Merrill Lynch & Co., Inc.

6,246

434,472

Nomura Holdings, Inc. sponsored ADR

325,620

6,121,656

State Street Corp.

159,500

9,265,355

TD Ameritrade Holding Corp.

84,000

1,244,040

39,602,170

Commercial Banks - 2.5%

Bank of China Ltd. (H Shares)

1,217,000

552,380

Mitsui Trust Holdings, Inc.

1,000

12,017

Mizuho Financial Group, Inc.

245

2,074,765

Standard Chartered PLC (United Kingdom)

269,451

6,578,393

Sumitomo Mitsui Financial Group, Inc.

180

1,903,430

Wachovia Corp.

171,400

9,269,312

Wells Fargo & Co.

267,000

17,910,360

38,300,657

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Consumer Finance - 1.7%

American Express Co.

193,400

$ 10,292,748

Capital One Financial Corp. (d)

195,000

16,662,750

26,955,498

Diversified Financial Services - 3.7%

Bank of America Corp.

777,400

37,392,940

Citigroup, Inc.

274,400

13,237,056

NETeller PLC (a)

99,200

1,093,513

The NASDAQ Stock Market, Inc. (a)

173,800

5,196,620

56,920,129

Insurance - 8.9%

ACE Ltd.

129,300

6,541,287

AFLAC, Inc.

86,400

4,004,640

American International Group, Inc.

878,605

51,881,625

Berkshire Hathaway, Inc. Class A (a)

86

7,882,674

Endurance Specialty Holdings Ltd.

59,300

1,897,600

Everest Re Group Ltd.

81,400

7,046,798

Fidelity National Title Group, Inc. Class A (d)

186,100

3,660,587

Hartford Financial Services Group, Inc.

173,900

14,711,940

Lincoln National Corp.

104,400

5,892,336

National Financial Partners Corp.

175,900

7,794,129

PartnerRe Ltd.

46,400

2,971,920

Prudential Financial, Inc.

139,800

10,862,460

W.R. Berkley Corp.

185,500

6,331,115

XL Capital Ltd. Class A

101,700

6,234,210

137,713,321

Real Estate Investment Trusts - 0.3%

Equity Residential (SBI)

74,200

3,318,966

Vornado Realty Trust

15,900

1,551,045

4,870,011

Real Estate Management & Development - 0.1%

Mitsui Fudosan Co. Ltd.

100,000

2,171,728

Thrifts & Mortgage Finance - 1.2%

Countrywide Financial Corp.

38,800

1,477,504

Freddie Mac

400

22,804

Golden West Financial Corp., Delaware

129,500

9,608,900

Hudson City Bancorp, Inc.

434,800

5,795,884

Washington Mutual, Inc.

34,800

1,586,184

18,491,276

TOTAL FINANCIALS

325,024,790

HEALTH CARE - 14.0%

Biotechnology - 1.8%

Alexion Pharmaceuticals, Inc. (a)

12,800

462,336

Amgen, Inc. (a)

108,600

7,083,978

Biogen Idec, Inc. (a)

62,800

2,909,524

Celgene Corp. (a)

22,700

1,076,661

Cephalon, Inc. (a)

41,800

2,512,180

Shares

Value (Note 1)

Genentech, Inc. (a)

19,900

$ 1,627,820

Gilead Sciences, Inc. (a)

108,300

6,407,028

PDL BioPharma, Inc. (a)

297,900

5,484,339

27,563,866

Health Care Equipment & Supplies - 2.2%

Alcon, Inc.

6,700

660,285

Baxter International, Inc.

200,700

7,377,732

Becton, Dickinson & Co.

143,400

8,766,042

C.R. Bard, Inc.

55,000

4,029,300

Conor Medsystems, Inc. (a)

83,100

2,292,729

Cooper Companies, Inc.

89,368

3,958,109

DJ Orthopedics, Inc. (a)

105,400

3,881,882

St. Jude Medical, Inc. (a)

110,170

3,571,711

34,537,790

Health Care Providers & Services - 2.4%

Brookdale Senior Living, Inc.

1,000

44,740

Chemed Corp.

31,000

1,690,430

Health Net, Inc. (a)

133,600

6,034,712

Healthways, Inc. (a)

8,800

463,232

Henry Schein, Inc. (a)

140,600

6,570,238

I-trax, Inc. (a)

249,800

781,874

UnitedHealth Group, Inc.

479,600

21,476,488

37,061,714

Health Care Technology - 0.3%

Emdeon Corp. (a)

187,300

2,324,393

IMS Health, Inc.

99,100

2,660,835

4,985,228

Life Sciences Tools & Services - 1.6%

Affymetrix, Inc. (a)

124,600

3,189,760

Charles River Laboratories International, Inc. (a)

156,800

5,770,240

Invitrogen Corp. (a)

157,400

10,399,418

Millipore Corp. (a)

37,900

2,387,321

Waters Corp. (a)

76,800

3,409,920

25,156,659

Pharmaceuticals - 5.7%

Johnson & Johnson

571,000

34,214,320

Merck & Co., Inc.

262,300

9,555,589

Novartis AG sponsored ADR

115,400

6,222,368

Pfizer, Inc.

378,000

8,871,660

Roche Holding AG (participation certificate)

76,482

12,643,773

Sepracor, Inc. (a)

30,100

1,719,914

Wyeth

326,700

14,508,747

87,736,371

TOTAL HEALTH CARE

217,041,628

INDUSTRIALS - 14.4%

Aerospace & Defense - 3.8%

Aviall, Inc. (a)

155,400

7,384,608

EDO Corp.

186,100

4,529,674

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Aerospace & Defense - continued

Honeywell International, Inc.

488,500

$ 19,686,550

L-3 Communications Holdings, Inc.

31,000

2,338,020

The Boeing Co.

12,200

999,302

United Technologies Corp.

380,900

24,156,678

59,094,832

Air Freight & Logistics - 0.7%

Expeditors International of Washington, Inc.

40,988

2,295,738

FedEx Corp.

76,100

8,893,046

11,188,784

Airlines - 0.2%

UAL Corp. (a)

94,700

2,937,594

Commercial Services & Supplies - 0.3%

Robert Half International, Inc.

58,000

2,436,000

Services Acquisition Corp. International (a)

297,600

2,946,240

5,382,240

Electrical Equipment - 0.4%

Evergreen Solar, Inc. (a)

120,000

1,557,600

Suntech Power Holdings Co. Ltd. sponsored ADR

84,600

2,389,950

Vestas Wind Systems AS (a)

63,800

1,745,187

5,692,737

Industrial Conglomerates - 6.3%

3M Co.

87,100

7,035,067

General Electric Co.

2,285,900

75,343,262

McDermott International, Inc. (a)

326,150

14,830,041

97,208,370

Machinery - 1.2%

Danaher Corp.

52,500

3,376,800

Deere & Co.

135,600

11,321,244

Pentair, Inc.

110,500

3,777,995

18,476,039

Road & Rail - 1.5%

Laidlaw International, Inc.

189,500

4,775,400

Landstar System, Inc.

82,900

3,915,367

Norfolk Southern Corp.

269,700

14,353,434

23,044,201

Transportation Infrastructure - 0.0%

Grupo Aeroportuario del Pacifico SA de CV sponsored ADR

14,900

474,565

TOTAL INDUSTRIALS

223,499,362

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 4.7%

Alcatel SA sponsored ADR (a)

330,500

4,167,605

Cisco Systems, Inc. (a)

1,218,200

23,791,446

Comverse Technology, Inc. (a)

179,665

3,551,977

Shares

Value (Note 1)

Corning, Inc. (a)

585,000

$ 14,151,150

Harris Corp.

117,800

4,889,878

Juniper Networks, Inc. (a)

149,100

2,384,109

Lucent Technologies, Inc. (a)

711,100

1,720,862

Motorola, Inc.

440,400

8,874,060

Nortel Networks Corp. (a)

1,207,700

2,701,371

QUALCOMM, Inc.

104,600

4,191,322

Research In Motion Ltd. (a)

32,100

2,236,407

72,660,187

Computers & Peripherals - 2.1%

Apple Computer, Inc. (a)

149,000

8,510,880

Dell, Inc. (a)

300

7,323

EMC Corp. (a)

434,500

4,766,465

Hewlett-Packard Co.

472,500

14,968,800

Network Appliance, Inc. (a)

96,600

3,409,980

Sun Microsystems, Inc. (a)

113,000

468,950

32,132,398

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

269,314

8,499,550

Internet Software & Services - 2.9%

eBay, Inc. (a)

156,500

4,583,885

Google, Inc. Class A (sub. vtg.) (a)

59,500

24,950,135

Move, Inc. (a)

73,600

403,328

Yahoo!, Inc. (a)

478,600

15,793,800

45,731,148

IT Services - 0.8%

First Data Corp.

147,200

6,629,888

Mastercard, Inc. Class A

800

38,400

Paychex, Inc.

147,800

5,761,244

12,429,532

Semiconductors & Semiconductor Equipment - 3.3%

Analog Devices, Inc.

180,100

5,788,414

Applied Materials, Inc.

646,300

10,521,764

ARM Holdings PLC sponsored ADR

125,000

782,500

ASML Holding NV (NY Shares) (a)

900

18,198

ATI Technologies, Inc. (a)

205,300

2,993,084

Broadcom Corp. Class A (a)

100,500

3,020,025

FormFactor, Inc. (a)

20,000

892,600

Freescale Semiconductor, Inc. Class A (a)

155,400

4,506,600

Intel Corp.

479,400

9,084,630

Lam Research Corp. (a)

4,900

228,438

Maxim Integrated Products, Inc.

114,000

3,660,540

Microchip Technology, Inc.

92,900

3,116,795

National Semiconductor Corp.

100,000

2,385,000

Renewable Energy Corp. AS

70,900

1,013,850

Samsung Electronics Co. Ltd.

4,350

2,764,889

50,777,327

Software - 4.4%

Adobe Systems, Inc. (a)

81,400

2,471,304

BEA Systems, Inc. (a)

226,800

2,968,812

Cognos, Inc. (a)

87,900

2,497,171

FileNET Corp. (a)

153,100

4,122,983

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Mercury Interactive Corp. (a)

69,700

$ 2,437,409

Microsoft Corp.

2,015,200

46,954,160

Oracle Corp. (a)

311,200

4,509,288

Symantec Corp. (a)

99,200

1,541,568

67,502,695

TOTAL INFORMATION TECHNOLOGY

289,732,837

MATERIALS - 3.2%

Chemicals - 2.1%

Ashland, Inc.

145,100

9,678,170

Monsanto Co.

106,910

9,000,753

Praxair, Inc.

260,200

14,050,800

32,729,723

Containers & Packaging - 0.4%

Owens-Illinois, Inc. (a)

206,300

3,457,588

Smurfit-Stone Container Corp. (a)

230,000

2,516,200

5,973,788

Metals & Mining - 0.7%

Alcoa, Inc.

172,000

5,565,920

Newmont Mining Corp.

88,000

4,657,840

10,223,760

TOTAL MATERIALS

48,927,271

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.9%

AT&T, Inc.

630,800

17,593,012

Qwest Communications International, Inc. (a)

599,900

4,853,191

Verizon Communications, Inc.

200,800

6,724,792

29,170,995

Wireless Telecommunication Services - 0.5%

American Tower Corp. Class A (a)

148,700

4,627,544

Sprint Nextel Corp.

125,366

2,506,066

7,133,610

TOTAL TELECOMMUNICATION SERVICES

36,304,605

Shares

Value (Note 1)

UTILITIES - 1.1%

Electric Utilities - 0.5%

Exelon Corp.

135,500

$ 7,700,465

Independent Power Producers & Energy Traders - 0.6%

TXU Corp.

164,800

9,853,392

Multi-Utilities - 0.0%

Public Service Enterprise Group, Inc.

100

6,612

TOTAL UTILITIES

17,560,469

TOTAL COMMON STOCKS

(Cost $1,423,701,684)

1,513,692,872

Money Market Funds - 3.7%

Fidelity Cash Central Fund, 5.11% (b)

55,663,526

55,663,526

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

2,022,500

2,022,500

TOTAL MONEY MARKET FUNDS

(Cost $57,686,026)

57,686,026

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $1,481,387,710)

1,571,378,898

NET OTHER ASSETS - (1.5)%

(23,004,419)

NET ASSETS - 100%

$ 1,548,374,479

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,328,221

Fidelity Securities Lending Cash Central Fund

46,839

Total

$ 1,375,060

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

VIP Growth & Income Portfolio

VIP Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $1,964,420) - See accompanying schedule:

Unaffiliated issuers (cost $1,423,701,684)

$ 1,513,692,872

Affiliated Central Funds (cost $57,686,026)

57,686,026

Total Investments (cost $1,481,387,710)

$ 1,571,378,898

Cash

32,316

Receivable for investments sold

17,527,805

Receivable for fund shares sold

633,923

Dividends receivable

1,369,569

Interest receivable

219,933

Prepaid expenses

3,059

Other receivables

16,129

Total assets

1,591,181,632

Liabilities

Payable for investments purchased

$ 38,528,113

Payable for fund shares redeemed

1,295,477

Accrued management fee

594,231

Distribution fees payable

155,018

Other affiliated payables

130,550

Other payables and accrued expenses

81,264

Collateral on securities loaned, at value

2,022,500

Total liabilities

42,807,153

Net Assets

$ 1,548,374,479

Net Assets consist of:

Paid in capital

$ 1,427,448,334

Undistributed net investment income

6,643,045

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

24,292,058

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

89,991,042

Net Assets

$ 1,548,374,479

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($545,037,904 ÷ 37,627,654 shares)

$ 14.49

Service Class:
Net Asset Value, offering price and redemption price per share ($366,736,151 ÷ 25,480,476 shares)

$ 14.39

Service Class 2:
Net Asset Value, offering price and redemption price per share ($606,460,944 ÷ 42,501,928 shares)

$ 14.27

Investor Class:
Net Asset Value, offering price and redemption price per share ($30,139,480 ÷ 2,085,081 shares)

$ 14.45

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

Semiannual Report

VIP Growth & Income Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 10,901,587

Interest

17

Income from affiliated Central Funds (including $46,839 from security lending)

1,375,060

Total income

12,276,664

Expenses

Management fee

$ 3,754,663

Transfer agent fees

558,960

Distribution fees

966,742

Accounting and security lending fees

265,578

Independent trustees' compensation

3,107

Custodian fees and expenses

22,383

Audit

29,276

Legal

1,730

Miscellaneous

46,489

Total expenses before reductions

5,648,928

Expense reductions

(39,787)

5,609,141

Net investment income (loss)

6,667,523

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

28,503,135

Foreign currency transactions

15,509

Total net realized gain (loss)

28,518,644

Change in net unrealized appreciation (depreciation) on:

Investment securities

(8,213,131)

Assets and liabilities in foreign currencies

(146)

Total change in net unrealized appreciation (depreciation)

(8,213,277)

Net gain (loss)

20,305,367

Net increase (decrease) in net assets resulting from operations

$ 26,972,890

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 6,667,523

$ 13,322,605

Net realized gain (loss)

28,518,644

199,886,436

Change in net unrealized appreciation (depreciation)

(8,213,277)

(101,373,471)

Net increase (decrease) in net assets resulting from operations

26,972,890

111,835,570

Distributions to shareholders from net investment income

(13,053,684)

(22,706,700)

Distributions to shareholders from net realized gain

(41,055,466)

-

Total distributions

(54,109,150)

(22,706,700)

Share transactions - net increase (decrease)

(21,469,205)

(123,504,452)

Total increase (decrease) in net assets

(48,605,465)

(34,375,582)

Net Assets

Beginning of period

1,596,979,944

1,631,355,526

End of period (including undistributed net investment income of $6,643,045 and undistributed net investment income of $13,071,943, respectively)

$ 1,548,374,479

$ 1,596,979,944

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

VIP Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 14.75

$ 13.91

$ 13.26

$ 10.86

$ 13.19

$ 15.26

Income from Investment Operations

Net investment income (loss) E

.07

.13

.21 F

.12

.15

.18

Net realized and unrealized gain (loss)

.19

.92

.56

2.42

(2.32)

(1.45)

Total from investment operations

.26

1.05

.77

2.54

(2.17)

(1.27)

Distributions from net investment income

(.14)

(.21)

(.12)

(.14)

(.16)

(.19)

Distributions from net realized gain

(.38)

-

-

-

-

(.61)

Total distributions

(.52)

(.21)

(.12)

(.14)

(.16)

(.80)

Net asset value, end of period

$ 14.49

$ 14.75

$ 13.91

$ 13.26

$ 10.86

$ 13.19

Total Return B, C, D

1.73%

7.63%

5.80%

23.77%

(16.61)%

(8.75)%

Ratios to Average Net Assets G

Expenses before reductions

.58% A

.59%

.60%

.59%

.59%

.58%

Expenses net of fee waivers, if any

.58% A

.59%

.60%

.59%

.59%

.58%

Expenses net of all reductions

.58% A

.54%

.60%

.59%

.58%

.56%

Net investment income (loss)

.95% A

.97%

1.58%

1.02%

1.30%

1.34%

Supplemental Data

Net assets, end of period (000 omitted)

$ 545,038

$ 606,102

$ 704,460

$ 785,494

$ 638,124

$ 893,359

Portfolio turnover rate

125% A

206%

23%

25%

43%

58%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 14.66

$ 13.83

$ 13.18

$ 10.80

$ 13.12

$ 15.19

Income from Investment Operations

Net investment income (loss) E

.06

.12

.19 F

.11

.14

.16

Net realized and unrealized gain (loss)

.17

.91

.57

2.40

(2.31)

(1.44)

Total from investment operations

.23

1.03

.76

2.51

(2.17)

(1.28)

Distributions from net investment income

(.12)

(.20)

(.11)

(.13)

(.15)

(.18)

Distributions from net realized gain

(.38)

-

-

-

-

(.61)

Total distributions

(.50)

(.20)

(.11)

(.13)

(.15)

(.79)

Net asset value, end of period

$ 14.39

$ 14.66

$ 13.83

$ 13.18

$ 10.80

$ 13.12

Total Return B, C, D

1.58%

7.53%

5.75%

23.60%

(16.69)%

(8.85)%

Ratios to Average Net Assets G

Expenses before reductions

.68% A

.69%

.70%

.69%

.69%

.68%

Expenses net of fee waivers, if any

.68% A

.69%

.70%

.69%

.69%

.68%

Expenses net of all reductions

.67% A

.64%

.70%

.69%

.68%

.66%

Net investment income (loss)

.85% A

.87%

1.48%

.92%

1.20%

1.24%

Supplemental Data

Net assets, end of period (000 omitted)

$ 366,736

$ 384,527

$ 401,392

$ 357,585

$ 250,160

$ 281,194

Portfolio turnover rate

125% A

206%

23%

25%

43%

58%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements 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.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 14.53

$ 13.71

$ 13.09

$ 10.73

$ 13.07

$ 15.17

Income from Investment Operations

Net investment income (loss) E

.05

.10

.17 F

.09

.12

.14

Net realized and unrealized gain (loss)

.18

.90

.55

2.39

(2.30)

(1.44)

Total from investment operations

.23

1.00

.72

2.48

(2.18)

(1.30)

Distributions from net investment income

(.11)

(.18)

(.10)

(.12)

(.16)

(.19)

Distributions from net realized gain

(.38)

-

-

-

-

(.61)

Total distributions

(.49)

(.18)

(.10)

(.12)

(.16)

(.80)

Net asset value, end of period

$ 14.27

$ 14.53

$ 13.71

$ 13.09

$ 10.73

$ 13.07

Total Return B, C, D

1.54%

7.40%

5.52%

23.44%

(16.84)%

(9.01)%

Ratios to Average Net Assets G

Expenses before reductions

.83% A

.84%

.85%

.85%

.85%

.84%

Expenses net of fee waivers, if any

.83% A

.84%

.85%

.85%

.85%

.84%

Expenses net of all reductions

.82% A

.79%

.85%

.84%

.84%

.82%

Net investment income (loss)

.70% A

.70%

1.33%

.76%

1.05%

1.08%

Supplemental Data

Net assets, end of period (000 omitted)

$ 606,461

$ 596,787

$ 525,504

$ 341,989

$ 140,890

$ 76,237

Portfolio turnover rate

125% A

206%

23%

25%

43%

58%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended
June 30, 2006

Year ended December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 14.74

$ 13.64

Income from Investment Operations

Net investment income (loss) E

.06

.03

Net realized and unrealized gain (loss)

.17

1.07

Total from investment operations

.23

1.10

Distributions from net investment income

(.14)

-

Distributions from net realized gain

(.38)

-

Total distributions

(.52)

-

Net asset value, end of period

$ 14.45

$ 14.74

Total Return B, C, D

1.57%

8.06%

Ratios to Average Net Assets G

Expenses before reductions

.73% A

.78% A

Expenses net of fee waivers, if any

.73% A

.78% A

Expenses net of all reductions

.72% A

.72% A

Net investment income (loss)

.80% A

.49% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 30,139

$ 9,564

Portfolio turnover rate

125% A

206%

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 July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements 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.

VIP Growth & Income Portfolio

VIP Growth Opportunities Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (sub. vtg.)

12.7

8.4

eBay, Inc.

8.5

5.8

UnitedHealth Group, Inc.

5.2

4.8

Yahoo!, Inc.

4.6

5.4

First Data Corp.

2.7

1.3

Apple Computer, Inc.

2.3

1.1

Cognizant Technology Solutions Corp. Class A

2.3

0.0

Legg Mason, Inc.

2.2

0.1

Genentech, Inc.

2.2

0.5

The Walt Disney Co.

2.1

1.0

44.8

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

43.7

30.0

Health Care

17.1

12.7

Consumer Discretionary

12.9

26.0

Financials

10.2

8.8

Energy

5.0

10.1

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 95.9%

Stocks 99.3%

Short-Term Investments
and Net Other Assets 4.1%

Short-Term Investments
and Net Other Assets 0.7%

* Foreign investments

9.3%

**Foreign investments

9.3%



Semiannual Report

VIP Growth Opportunities Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 12.9%

Automobiles - 0.2%

Renault SA

9,300

$ 999,311

Distributors - 0.1%

Keystone Automotive Industries, Inc. (a)

15,500

654,410

Hotels, Restaurants & Leisure - 3.8%

Las Vegas Sands Corp. (a)

139,100

10,830,326

Life Time Fitness, Inc. (a)

14,700

680,169

MGM MIRAGE (a)

2,300

93,840

Starwood Hotels & Resorts Worldwide, Inc.

6,500

392,210

Wynn Resorts Ltd. (a)(d)

119,600

8,766,680

20,763,225

Household Durables - 0.2%

Garmin Ltd.

1,600

168,704

Whirlpool Corp.

11,600

958,740

1,127,444

Internet & Catalog Retail - 0.6%

Coldwater Creek, Inc. (a)

15,500

414,780

NutriSystem, Inc. (a)(d)

38,700

2,404,431

Submarino SA

2,900

58,244

VistaPrint Ltd.

16,000

427,840

3,305,295

Media - 3.4%

News Corp. Class B

54,300

1,095,774

Omnicom Group, Inc.

5,100

454,359

The Walt Disney Co.

387,300

11,619,000

Univision Communications, Inc.
Class A (a)(d)

168,400

5,641,400

18,810,533

Multiline Retail - 0.3%

Sears Holdings Corp. (a)

12,000

1,858,080

Specialty Retail - 4.1%

Best Buy Co., Inc.

36,400

1,996,176

Chico's FAS, Inc. (a)

288,000

7,770,240

Circuit City Stores, Inc.

170,500

4,641,010

Gamestop Corp. Class B (a)

21,600

739,800

Guitar Center, Inc. (a)

7,700

342,419

Home Depot, Inc.

31,600

1,130,964

J. Crew Group, Inc.

1,300

35,685

Lowe's Companies, Inc.

3,400

206,278

Staples, Inc.

30,900

751,488

Urban Outfitters, Inc. (a)

23,200

405,768

Zumiez, Inc. (a)

110,746

4,160,727

22,180,555

Shares

Value (Note 1)

Textiles, Apparel & Luxury Goods - 0.2%

Coach, Inc. (a)

28,000

$ 837,200

Under Armour, Inc. Class A (sub. vtg.)

600

25,572

862,772

TOTAL CONSUMER DISCRETIONARY

70,561,625

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Whole Foods Market, Inc.

766

49,514

ENERGY - 5.0%

Energy Equipment & Services - 3.4%

Baker Hughes, Inc.

21,100

1,727,035

BJ Services Co.

54,200

2,019,492

GlobalSantaFe Corp.

28,000

1,617,000

Grant Prideco, Inc. (a)

14,200

635,450

Halliburton Co.

50,900

3,777,289

National Oilwell Varco, Inc. (a)

28,900

1,829,948

Noble Corp.

15,500

1,153,510

Schlumberger Ltd. (NY Shares)

47,100

3,066,681

Transocean, Inc. (a)

33,500

2,690,720

18,517,125

Oil, Gas & Consumable Fuels - 1.6%

Exxon Mobil Corp.

24,200

1,484,670

Massey Energy Co.

15,500

558,000

Peabody Energy Corp.

64,901

3,618,231

Ultra Petroleum Corp. (a)

23,200

1,375,064

Valero Energy Corp.

25,700

1,709,564

8,745,529

TOTAL ENERGY

27,262,654

FINANCIALS - 10.2%

Capital Markets - 4.9%

E*TRADE Financial Corp. (a)

114,600

2,615,172

Goldman Sachs Group, Inc.

2,600

391,118

Lazard Ltd. Class A

49,200

1,987,680

Legg Mason, Inc.

123,200

12,260,864

Merrill Lynch & Co., Inc.

63,100

4,389,236

optionsXpress Holdings, Inc.

96,800

2,256,408

TD Ameritrade Holding Corp.

201,710

2,987,325

26,887,803

Commercial Banks - 0.5%

ICICI Bank Ltd. sponsored ADR

54,300

1,284,195

Mizuho Financial Group, Inc.

38

321,800

Standard Chartered PLC (United Kingdom)

35,534

867,529

Sumitomo Mitsui Financial Group, Inc.

30

317,238

2,790,762

Diversified Financial Services - 4.3%

Chicago Mercantile Exchange Holdings, Inc. Class A

4,300

2,111,945

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financial Services - continued

IntercontinentalExchange, Inc.

80,050

$ 4,638,097

Moody's Corp.

164,300

8,947,778

NETeller PLC (a)

263,148

2,900,764

The NASDAQ Stock Market, Inc. (a)

171,335

5,122,917

23,721,501

Insurance - 0.4%

ACE Ltd.

37,230

1,883,466

Aspen Insurance Holdings Ltd.

2,400

55,896

Montpelier Re Holdings Ltd.

1,500

25,935

1,965,297

Thrifts & Mortgage Finance - 0.1%

Countrywide Financial Corp.

15,500

590,240

TOTAL FINANCIALS

55,955,603

HEALTH CARE - 17.1%

Biotechnology - 4.8%

Amgen, Inc. (a)

47,500

3,098,425

Celgene Corp. (a)

161,900

7,678,917

Genentech, Inc. (a)

144,700

11,836,460

Gilead Sciences, Inc. (a)

46,500

2,750,940

Vertex Pharmaceuticals, Inc. (a)

15,500

569,005

25,933,747

Health Care Equipment & Supplies - 2.2%

Advanced Medical Optics, Inc. (a)

31,000

1,571,700

Alcon, Inc.

35,000

3,449,250

Boston Scientific Corp. (a)

27,100

456,364

C.R. Bard, Inc.

22,700

1,663,002

Intuitive Surgical, Inc. (a)

37,841

4,464,103

Inverness Medical Innovations, Inc. (a)

14,600

412,158

12,016,577

Health Care Providers & Services - 7.0%

Humana, Inc. (a)

35,500

1,906,350

Nighthawk Radiology Holdings, Inc.

66,900

1,200,186

Omnicare, Inc.

116,400

5,519,688

UnitedHealth Group, Inc.

632,705

28,332,530

WellPoint, Inc. (a)

21,100

1,535,447

38,494,201

Health Care Technology - 0.0%

WebMD Health Corp. Class A

4,400

208,120

Life Sciences Tools & Services - 0.1%

Exelixis, Inc. (a)

61,900

622,095

Pharmaceuticals - 3.0%

Allergan, Inc.

106,400

11,412,464

Shares

Value (Note 1)

Roche Holding AG (participation certificate)

12,452

$ 2,058,527

Sepracor, Inc. (a)

54,400

3,108,416

16,579,407

TOTAL HEALTH CARE

93,854,147

INDUSTRIALS - 4.1%

Aerospace & Defense - 0.1%

Honeywell International, Inc.

17,100

689,130

Airlines - 0.6%

AirTran Holdings, Inc. (a)

46,800

695,448

AMR Corp. (a)

62,100

1,578,582

Republic Airways Holdings, Inc. (a)

23,332

397,111

Ryanair Holdings PLC sponsored ADR (a)

6,300

332,136

3,003,277

Construction & Engineering - 1.6%

Fluor Corp.

88,800

8,252,184

Foster Wheeler Ltd. (a)

15,500

669,600

8,921,784

Electrical Equipment - 0.4%

ABB Ltd. sponsored ADR

42,600

552,096

Energy Conversion Devices, Inc. (a)

31,000

1,129,330

Rockwell Automation, Inc.

7,100

511,271

2,192,697

Industrial Conglomerates - 0.8%

General Electric Co.

134,750

4,441,360

Machinery - 0.1%

Joy Global, Inc.

4,900

255,241

Road & Rail - 0.5%

Burlington Northern Santa Fe Corp.

25,600

2,028,800

Norfolk Southern Corp.

14,700

782,334

2,811,134

TOTAL INDUSTRIALS

22,314,623

INFORMATION TECHNOLOGY - 43.7%

Communications Equipment - 5.9%

ADC Telecommunications, Inc. (a)

23,200

391,152

Cisco Systems, Inc. (a)

46,500

908,145

Corning, Inc. (a)

15,500

374,945

F5 Networks, Inc. (a)

29,700

1,588,356

JDS Uniphase Corp. (a)

77,500

196,075

Juniper Networks, Inc. (a)

31,350

501,287

Motorola, Inc.

187,480

3,777,722

Nokia Corp. sponsored ADR

94,900

1,922,674

Nortel Networks Corp. (a)

231,800

518,488

QUALCOMM, Inc.

271,700

10,887,019

Redback Networks, Inc. (a)

15,500

284,270

Research In Motion Ltd. (a)

156,670

10,915,199

Tellabs, Inc. (a)

15,500

206,305

32,471,637

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 2.8%

Apple Computer, Inc. (a)

215,500

$ 12,309,360

Network Appliance, Inc. (a)

64,900

2,290,970

Rackable Systems, Inc.

15,600

616,044

15,216,374

Electronic Equipment & Instruments - 0.0%

Sunpower Corp. Class A

500

14,010

Internet Software & Services - 26.0%

aQuantive, Inc. (a)

14,600

369,818

eBay, Inc. (a)(d)

1,598,200

46,811,278

Google, Inc. Class A (sub. vtg.) (a)

165,900

69,566,846

NHN Corp. (a)

1,544

537,072

Yahoo! Japan Corp.

234

123,927

Yahoo!, Inc. (a)

756,100

24,951,300

142,360,241

IT Services - 6.1%

Cognizant Technology Solutions Corp. Class A (a)

181,800

12,247,866

First Data Corp.

321,600

14,484,864

Infosys Technologies Ltd. sponsored ADR

36,500

2,788,965

Paychex, Inc.

46,400

1,808,672

Satyam Computer Services Ltd. sponsored ADR

38,700

1,282,518

SRA International, Inc. Class A (a)

27,400

729,662

33,342,547

Semiconductors & Semiconductor Equipment - 2.2%

Broadcom Corp. Class A (a)

131,750

3,959,088

Freescale Semiconductor, Inc. Class B (a)

36,186

1,063,868

Linear Technology Corp.

19,300

646,357

Marvell Technology Group Ltd. (a)

115,900

5,137,847

National Semiconductor Corp.

38,300

913,455

Texas Instruments, Inc.

10,100

305,929

12,026,544

Software - 0.7%

Activision, Inc. (a)

103,166

1,174,029

Ansys, Inc. (a)

13,200

631,224

Autodesk, Inc. (a)

9,298

320,409

Electronic Arts, Inc. (a)

19,400

834,976

Opnet Technologies, Inc. (a)

15,500

200,880

Salesforce.com, Inc. (a)

17,800

474,548

3,636,066

TOTAL INFORMATION TECHNOLOGY

239,067,419

MATERIALS - 0.8%

Chemicals - 0.2%

Monsanto Co.

900

75,771

Praxair, Inc.

19,200

1,036,800

1,112,571

Shares

Value (Note 1)

Metals & Mining - 0.6%

Allegheny Technologies, Inc.

8,000

$ 553,920

Mittal Steel Co. NV Class A (NY Shares)

62,000

1,891,620

Phelps Dodge Corp.

11,600

953,056

3,398,596

TOTAL MATERIALS

4,511,167

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 0.3%

AT&T, Inc.

15,500

432,295

Level 3 Communications, Inc. (a)

62,100

275,724

NeuStar, Inc. Class A

14,600

492,750

Vonage Holdings Corp.

38,700

332,433

1,533,202

Wireless Telecommunication Services - 1.7%

American Tower Corp. Class A (a)

30,900

961,608

Bharti Airtel Ltd. (a)

139,642

1,203,484

Crown Castle International Corp. (a)

10,800

373,032

SBA Communications Corp. Class A (a)

14,400

376,416

Sprint Nextel Corp.

323,256

6,461,887

9,376,427

TOTAL TELECOMMUNICATION SERVICES

10,909,629

UTILITIES - 0.1%

Electric Utilities - 0.1%

Exelon Corp.

8,400

477,372

TOTAL COMMON STOCKS

(Cost $474,562,831)

524,963,753

Money Market Funds - 10.8%

Fidelity Cash Central Fund, 5.11% (b)

25,303,435

25,303,435

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

33,467,750

33,467,750

TOTAL MONEY MARKET FUNDS

(Cost $58,771,185)

58,771,185

TOTAL INVESTMENT PORTFOLIO - 106.7%

(Cost $533,334,016)

583,734,938

NET OTHER ASSETS - (6.7)%

(36,518,536)

NET ASSETS - 100%

$ 547,216,402

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 186,185

Fidelity Securities Lending Cash Central Fund

120,889

Total

$ 307,074

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $190,130,062 of which $74,515,185 and $115,614,877 will expire on December 31, 2009 and 2010, respectively.

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

VIP Growth Opportunities Portfolio

VIP Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $32,703,210) - See accompanying schedule:

Unaffiliated issuers (cost $474,562,831)

$ 524,963,753

Affiliated Central Funds (cost $58,771,185)

58,771,185

Total Investments (cost $533,334,016)

$ 583,734,938

Receivable for investments sold

2,446,530

Receivable for fund shares sold

689,590

Dividends receivable

142,666

Interest receivable

88,097

Prepaid expenses

1,337

Other receivables

11,094

Total assets

587,114,252

Liabilities

Payable for investments purchased

$ 5,406,043

Payable for fund shares redeemed

631,677

Accrued management fee

253,521

Distribution fees payable

24,575

Other affiliated payables

48,877

Other payables and accrued expenses

65,407

Collateral on securities loaned, at value

33,467,750

Total liabilities

39,897,850

Net Assets

$ 547,216,402

Net Assets consist of:

Paid in capital

$ 631,341,596

Undistributed net investment income

19,884

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

(134,535,053)

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

50,389,975

Net Assets

$ 547,216,402

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($322,468,342 ÷ 19,565,120 shares)

$ 16.48

Service Class:
Net Asset Value, offering price and redemption price per share ($165,020,470 ÷ 10,017,395 shares)

$ 16.47

Service Class 2:
Net Asset Value, offering price and redemption price per share ($54,641,450 ÷ 3,334,165 shares)

$ 16.39

Investor Class:
Net Asset Value, offering price and redemption price per share ($5,086,140 ÷ 309,183 shares)

$ 16.45

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 1,998,887

Interest

1,383

Income from affiliated Central Funds (including $120,889 from security lending)

307,074

Total income

2,307,344

Expenses

Management fee

$ 1,758,264

Transfer agent fees

219,218

Distribution fees

167,407

Accounting and security lending fees

124,472

Independent trustees' compensation

1,232

Custodian fees and expenses

21,745

Audit

25,466

Legal

4,538

Miscellaneous

25,284

Total expenses before reductions

2,347,626

Expense reductions

(256,207)

2,091,419

Net investment income (loss)

215,925

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

55,984,341

Foreign currency transactions

(18,004)

Futures contracts

284,191

Total net realized gain (loss)

56,250,528

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $11,355)

(81,004,085)

Assets and liabilities in foreign currencies

465

Total change in net unrealized appreciation (depreciation)

(81,003,620)

Net gain (loss)

(24,753,092)

Net increase (decrease) in net assets resulting from operations

$ (24,537,167)

Statement of Changes in Net Assets

Six months ended June 30, 2006
(Unaudited)

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 215,925

$ 4,000,392

Net realized gain (loss)

56,250,528

76,618,950

Change in net unrealized appreciation (depreciation)

(81,003,620)

(25,503,316)

Net increase (decrease) in net assets resulting from operations

(24,537,167)

55,116,026

Distributions to shareholders from net investment income

(4,129,406)

(6,184,820)

Share transactions - net increase (decrease)

(90,317,398)

(116,534,058)

Total increase (decrease) in net assets

(118,983,971)

(67,602,852)

Net Assets

Beginning of period

666,200,373

733,803,225

End of period (including undistributed net investment income of $19,884 and undistributed net investment income of $3,933,365, respectively)

$ 547,216,402

$ 666,200,373

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

VIP Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 17.34

$ 16.07

$ 15.07

$ 11.71

$ 15.13

$ 17.74

Income from Investment Operations

Net investment income (loss) E

.01

.10

.14 F

.08

.09

.12

Net realized and unrealized gain (loss)

(.75)

1.32

.94

3.38

(3.37)

(2.67)

Total from investment operations

(.74)

1.42

1.08

3.46

(3.28)

(2.55)

Distributions from net investment income

(.12)

(.15)

(.08)

(.10)

(.14)

(.06)

Net asset value, end of period

$ 16.48

$ 17.34

$ 16.07

$ 15.07

$ 11.71

$ 15.13

Total Return B, C, D

(4.30)%

8.89%

7.19%

29.87%

(21.84)%

(14.42)%

Ratios to Average Net Assets G

Expenses before reductions

.70% A

.70%

.72%

.72%

.70%

.69%

Expenses net of fee waivers, if any

.70% A

.70%

.72%

.72%

.70%

.69%

Expenses net of all reductions

.62% A

.65%

.70%

.70%

.66%

.67%

Net investment income (loss)

.13% A

.65%

.91%

.64%

.68%

.79%

Supplemental Data

Net assets, end of period (000 omitted)

$ 322,468

$ 400,644

$ 459,975

$ 490,710

$ 403,476

$ 652,493

Portfolio turnover rate

146% A

123%

65%

62%

60%

89%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 17.33

$ 16.05

$ 15.06

$ 11.70

$ 15.11

$ 17.71

Income from Investment Operations

Net investment income (loss) E

- H

.09

.12 F

.07

.08

.11

Net realized and unrealized gain (loss)

(.76)

1.32

.94

3.37

(3.37)

(2.67)

Total from investment operations

(.76)

1.41

1.06

3.44

(3.29)

(2.56)

Distributions from net investment income

(.10)

(.13)

(.07)

(.08)

(.12)

(.04)

Net asset value, end of period

$ 16.47

$ 17.33

$ 16.05

$ 15.06

$ 11.70

$ 15.11

Total Return B, C, D

(4.39)%

8.86%

7.06%

29.66%

(21.92)%

(14.49)%

Ratios to Average Net Assets G

Expenses before reductions

.80% A

.80%

.82%

.82%

.80%

.79%

Expenses net of fee waivers, if any

.80% A

.80%

.82%

.82%

.80%

.79%

Expenses net of all reductions

.72% A

.75%

.80%

.80%

.77%

.77%

Net investment income (loss)

.03% A

.54%

.81%

.54%

.58%

.69%

Supplemental Data

Net assets, end of period (000 omitted)

$ 165,020

$ 200,798

$ 212,890

$ 224,660

$ 188,318

$ 278,446

Portfolio turnover rate

146% A

123%

65%

62%

60%

89%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 17.23

$ 15.96

$ 14.98

$ 11.64

$ 15.04

$ 17.68

Income from Investment Operations

Net investment income (loss) E

(.01)

.06

.10 F

.05

.05

.08

Net realized and unrealized gain (loss)

(.75)

1.32

.93

3.35

(3.34)

(2.66)

Total from investment operations

(.76)

1.38

1.03

3.40

(3.29)

(2.58)

Distributions from net investment income

(.08)

(.11)

(.05)

(.06)

(.11)

(.06)

Net asset value, end of period

$ 16.39

$ 17.23

$ 15.96

$ 14.98

$ 11.64

$ 15.04

Total Return B, C, D

(4.44)%

8.68%

6.89%

29.40%

(22.01)%

(14.64)%

Ratios to Average Net Assets G

Expenses before reductions

.96% A

.96%

.98%

.99%

.97%

.95%

Expenses net of fee waivers, if any

.96% A

.96%

.98%

.99%

.97%

.95%

Expenses net of all reductions

.88% A

.92%

.96%

.96%

.94%

.93%

Net investment income (loss)

(.14)% A

.38%

.65%

.37%

.41%

.53%

Supplemental Data

Net assets, end of period (000 omitted)

$ 54,641

$ 60,406

$ 60,938

$ 60,129

$ 41,486

$ 44,643

Portfolio turnover rate

146% A

123%

65%

62%

60%

89%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended June 30, 2006

Year ended
December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 17.33

$ 16.20

Income from Investment Operations

Net investment income (loss) E

- H

.02

Net realized and unrealized gain (loss)

(.76)

1.11

Total from investment operations

(.76)

1.13

Distributions from net investment income

(.12)

-

Net asset value, end of period

$ 16.45

$ 17.33

Total Return B, C, D

(4.39)%

6.98%

Ratios to Average Net Assets G

Expenses before reductions

.85% A

.87% A

Expenses net of fee waivers, if any

.85% A

.87% A

Expenses net of all reductions

.77% A

.83% A

Net investment income (loss)

(.02)% A

.33% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,086

$ 4,353

Portfolio turnover rate

146% A

123%

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 July 21, 2005 (commencement of sale of shares) to December 31,2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share.

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

VIP Growth Opportunities Portfolio

VIP Index 500 Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.2

3.1

General Electric Co.

3.0

3.3

Citigroup, Inc.

2.1

2.2

Bank of America Corp.

1.9

1.6

Microsoft Corp.

1.8

2.1

Procter & Gamble Co.

1.6

1.7

Johnson & Johnson

1.5

1.6

Pfizer, Inc.

1.5

1.5

American International Group, Inc.

1.3

1.6

Altria Group, Inc.

1.3

1.4

19.2

Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.2

21.3

Information Technology

14.7

15.1

Health Care

12.1

13.3

Industrials

11.6

11.3

Energy

10.1

9.3

Consumer Discretionary

10.1

10.9

Consumer Staples

9.5

9.5

Utilities

3.4

3.4

Telecommunication Services

3.3

3.0

Materials

3.0

3.0

Asset Allocation

To match the Standard & Poor's 500 Index, the VIP Index 500 Portfolio seeks 100% investment exposure to stocks at all times.

Semiannual Report

VIP Index 500 Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 10.1%

Auto Components - 0.2%

Cooper Tire & Rubber Co. (d)

14,470

$ 161,196

Goodyear Tire & Rubber Co. (a)(d)

41,805

464,036

Johnson Controls, Inc.

45,994

3,781,627

4,406,859

Automobiles - 0.4%

Ford Motor Co.

442,560

3,066,941

General Motors Corp. (d)

133,423

3,974,671

Harley-Davidson, Inc.

63,377

3,478,764

10,520,376

Distributors - 0.1%

Genuine Parts Co.

40,737

1,697,103

Diversified Consumer Services - 0.1%

Apollo Group, Inc. Class A (a)

33,015

1,705,885

H&R Block, Inc.

77,477

1,848,601

3,554,486

Hotels, Restaurants & Leisure - 1.5%

Carnival Corp. unit

102,466

4,276,931

Darden Restaurants, Inc.

30,420

1,198,548

Harrah's Entertainment, Inc.

43,585

3,102,380

Hilton Hotels Corp.

78,033

2,206,773

International Game Technology

79,995

3,035,010

Marriott International, Inc. Class A

77,140

2,940,577

McDonald's Corp.

293,965

9,877,224

Starbucks Corp. (a)

181,061

6,836,863

Starwood Hotels & Resorts Worldwide, Inc.

51,249

3,092,365

Wendy's International, Inc.

27,512

1,603,674

Yum! Brands, Inc.

64,157

3,225,172

41,395,517

Household Durables - 0.6%

Black & Decker Corp.

17,929

1,514,283

Centex Corp.

28,632

1,440,190

D.R. Horton, Inc.

64,174

1,528,625

Fortune Brands, Inc.

34,593

2,456,449

Harman International Industries, Inc.

15,784

1,347,480

KB Home

17,781

815,259

Leggett & Platt, Inc.

43,009

1,074,365

Lennar Corp. Class A

32,894

1,459,507

Newell Rubbermaid, Inc.

65,300

1,686,699

Pulte Homes, Inc.

50,244

1,446,525

Snap-On, Inc.

13,704

553,916

The Stanley Works

16,677

787,488

Whirlpool Corp.

18,397

1,520,512

17,631,298

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

72,949

2,821,667

Leisure Equipment & Products - 0.2%

Brunswick Corp.

22,315

741,974

Eastman Kodak Co.

67,763

1,611,404

Shares

Value (Note 1)

Hasbro, Inc.

40,613

$ 735,501

Mattel, Inc.

91,880

1,516,939

4,605,818

Media - 3.4%

CBS Corp. Class B

182,240

4,929,592

Clear Channel Communications, Inc.

118,726

3,674,570

Comcast Corp. Class A (a)

498,449

16,319,220

Dow Jones & Co., Inc. (d)

13,942

488,109

E.W. Scripps Co. Class A

20,064

865,561

Gannett Co., Inc.

56,104

3,137,897

Interpublic Group of Companies, Inc. (a)(d)

102,914

859,332

McGraw-Hill Companies, Inc.

84,409

4,239,864

Meredith Corp.

9,974

494,112

News Corp. Class A

558,057

10,703,533

Omnicom Group, Inc.

40,247

3,585,605

The New York Times Co. Class A (d)

34,171

838,556

The Walt Disney Co.

517,787

15,533,610

Time Warner, Inc.

1,010,203

17,476,512

Tribune Co.

51,661

1,675,366

Univision Communications, Inc. Class A (a)

52,618

1,762,703

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

170,102

6,096,456

92,680,598

Multiline Retail - 1.2%

Big Lots, Inc. (a)(d)

26,896

459,384

Dillard's, Inc. Class A

14,583

464,469

Dollar General Corp.

73,547

1,028,187

Family Dollar Stores, Inc.

36,643

895,188

Federated Department Stores, Inc.

130,511

4,776,703

JCPenney Co., Inc.

55,401

3,740,122

Kohl's Corp. (a)

80,315

4,748,223

Nordstrom, Inc.

50,804

1,854,346

Sears Holdings Corp. (a)

22,881

3,542,894

Target Corp.

203,688

9,954,233

31,463,749

Specialty Retail - 2.0%

AutoNation, Inc. (a)

34,989

750,164

AutoZone, Inc. (a)

12,619

1,112,996

Bed Bath & Beyond, Inc. (a)

66,582

2,208,525

Best Buy Co., Inc.

94,976

5,208,484

Circuit City Stores, Inc.

35,522

966,909

Gap, Inc.

129,756

2,257,754

Home Depot, Inc.

487,623

17,452,027

Limited Brands, Inc.

80,930

2,070,999

Lowe's Companies, Inc.

183,022

11,103,945

Office Depot, Inc. (a)

67,875

2,579,250

OfficeMax, Inc.

16,781

683,826

RadioShack Corp.

31,924

446,936

Sherwin-Williams Co.

26,282

1,247,869

Staples, Inc.

171,771

4,177,471

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Tiffany & Co., Inc.

33,179

$ 1,095,571

TJX Companies, Inc.

107,818

2,464,719

55,827,445

Textiles, Apparel & Luxury Goods - 0.3%

Coach, Inc. (a)

90,815

2,715,369

Jones Apparel Group, Inc.

26,555

844,183

Liz Claiborne, Inc.

24,655

913,714

NIKE, Inc. Class B

44,538

3,607,578

VF Corp.

20,716

1,407,031

9,487,875

TOTAL CONSUMER DISCRETIONARY

276,092,791

CONSUMER STAPLES - 9.5%

Beverages - 2.1%

Anheuser-Busch Companies, Inc.

182,313

8,311,650

Brown-Forman Corp. Class B (non-vtg.)

19,618

1,401,706

Coca-Cola Enterprises, Inc.

71,600

1,458,492

Constellation Brands, Inc. Class A (sub. vtg.) (a)

46,921

1,173,025

Molson Coors Brewing Co. Class B

13,588

922,353

Pepsi Bottling Group, Inc.

31,636

1,017,097

PepsiCo, Inc.

389,843

23,406,174

The Coca-Cola Co.

483,507

20,800,471

58,490,968

Food & Staples Retailing - 2.4%

Costco Wholesale Corp.

111,170

6,351,142

CVS Corp.

193,072

5,927,310

Kroger Co.

170,676

3,730,977

Safeway, Inc.

106,184

2,760,784

SUPERVALU, Inc.

48,250

1,481,275

Sysco Corp.

145,919

4,459,285

Wal-Mart Stores, Inc.

589,861

28,413,604

Walgreen Co.

238,304

10,685,551

Whole Foods Market, Inc.

33,048

2,136,223

65,946,151

Food Products - 1.1%

Archer-Daniels-Midland Co.

154,390

6,373,219

Campbell Soup Co.

43,718

1,622,375

ConAgra Foods, Inc.

122,524

2,709,006

Dean Foods Co. (a)

32,087

1,193,316

General Mills, Inc.

83,969

4,337,839

H.J. Heinz Co.

79,033

3,257,740

Hershey Co.

41,899

2,307,378

Kellogg Co.

57,529

2,786,129

McCormick & Co., Inc. (non-vtg.)

31,254

1,048,572

Sara Lee Corp.

179,325

2,872,787

Shares

Value (Note 1)

Tyson Foods, Inc. Class A

59,432

$ 883,160

Wm. Wrigley Jr. Co.

52,373

2,375,639

31,767,160

Household Products - 2.2%

Clorox Co.

35,591

2,169,983

Colgate-Palmolive Co.

121,416

7,272,818

Kimberly-Clark Corp.

108,461

6,692,044

Procter & Gamble Co.

774,139

43,042,128

59,176,973

Personal Products - 0.2%

Alberto-Culver Co.

17,944

874,232

Avon Products, Inc.

106,227

3,293,037

Estee Lauder Companies, Inc. Class A

28,033

1,084,036

5,251,305

Tobacco - 1.5%

Altria Group, Inc.

492,614

36,172,646

Reynolds American, Inc.

20,219

2,331,251

UST, Inc.

38,075

1,720,609

40,224,506

TOTAL CONSUMER STAPLES

260,857,063

ENERGY - 10.1%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

80,390

6,579,922

BJ Services Co.

75,846

2,826,022

Halliburton Co.

121,775

9,036,923

Nabors Industries Ltd. (a)

73,226

2,474,307

National Oilwell Varco, Inc. (a)

41,277

2,613,660

Noble Corp.

32,500

2,418,650

Rowan Companies, Inc.

26,002

925,411

Schlumberger Ltd. (NY Shares)

278,346

18,123,108

Transocean, Inc. (a)

76,649

6,156,448

Weatherford International Ltd. (a)

82,256

4,081,543

55,235,994

Oil, Gas & Consumable Fuels - 8.1%

Anadarko Petroleum Corp.

108,171

5,158,675

Apache Corp.

77,931

5,318,791

Chesapeake Energy Corp.

97,235

2,941,359

Chevron Corp.

522,908

32,451,670

ConocoPhillips

389,407

25,517,841

CONSOL Energy, Inc.

43,207

2,018,631

Devon Energy Corp.

103,798

6,270,437

El Paso Corp.

164,129

2,461,935

EOG Resources, Inc.

57,228

3,968,190

Exxon Mobil Corp.

1,427,345

87,567,605

Hess Corp.

56,887

3,006,478

Kerr-McGee Corp.

53,554

3,713,970

Kinder Morgan, Inc.

24,589

2,456,195

Marathon Oil Corp.

85,503

7,122,400

Murphy Oil Corp.

39,186

2,188,930

Occidental Petroleum Corp.

101,034

10,361,037

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Sunoco, Inc.

31,286

$ 2,167,807

Valero Energy Corp.

145,193

9,658,238

Williams Companies, Inc.

140,405

3,279,861

XTO Energy, Inc.

85,903

3,802,926

221,432,976

TOTAL ENERGY

276,668,970

FINANCIALS - 21.2%

Capital Markets - 3.4%

Ameriprise Financial, Inc.

57,653

2,575,360

Bank of New York Co., Inc.

182,069

5,862,622

Bear Stearns Companies, Inc.

28,453

3,985,696

Charles Schwab Corp.

243,408

3,889,660

E*TRADE Financial Corp. (a)

100,600

2,295,692

Federated Investors, Inc. Class B (non-vtg.)

19,913

627,260

Franklin Resources, Inc.

36,185

3,141,220

Goldman Sachs Group, Inc.

101,925

15,332,578

Janus Capital Group, Inc.

49,928

893,711

Legg Mason, Inc.

31,153

3,100,347

Lehman Brothers Holdings, Inc.

126,314

8,229,357

Mellon Financial Corp.

97,563

3,359,094

Merrill Lynch & Co., Inc.

217,984

15,162,967

Morgan Stanley

252,684

15,972,156

Northern Trust Corp.

43,724

2,417,937

State Street Corp.

78,405

4,554,546

T. Rowe Price Group, Inc.

62,652

2,368,872

93,769,075

Commercial Banks - 4.2%

AmSouth Bancorp.

81,643

2,159,457

BB&T Corp.

129,755

5,396,510

Comerica, Inc.

38,319

1,992,205

Commerce Bancorp, Inc., New Jersey

43,452

1,549,933

Compass Bancshares, Inc.

30,463

1,693,743

Fifth Third Bancorp

131,285

4,850,981

First Horizon National Corp.

29,071

1,168,654

Huntington Bancshares, Inc.

57,864

1,364,433

KeyCorp

95,354

3,402,231

M&T Bank Corp.

18,620

2,195,670

Marshall & Ilsley Corp.

53,150

2,431,081

National City Corp.

127,974

4,631,379

North Fork Bancorp, Inc., New York

109,742

3,310,916

PNC Financial Services Group, Inc.

69,828

4,899,831

Regions Financial Corp.

107,604

3,563,844

SunTrust Banks, Inc.

85,784

6,541,888

Synovus Financial Corp.

76,139

2,039,002

U.S. Bancorp, Delaware

419,897

12,966,419

Wachovia Corp.

379,462

20,521,305

Shares

Value (Note 1)

Wells Fargo & Co.

396,336

$ 26,586,219

Zions Bancorp

25,033

1,951,072

115,216,773

Consumer Finance - 1.0%

American Express Co.

291,077

15,491,118

Capital One Financial Corp.

71,492

6,108,991

SLM Corp.

96,929

5,129,483

26,729,592

Diversified Financial Services - 5.4%

Bank of America Corp.

1,076,586

51,783,787

CIT Group, Inc.

47,027

2,459,042

Citigroup, Inc.

1,172,776

56,574,714

JPMorgan Chase & Co.

819,690

34,426,980

Moody's Corp.

57,627

3,138,366

148,382,889

Insurance - 4.7%

ACE Ltd.

76,715

3,881,012

AFLAC, Inc.

117,632

5,452,243

Allstate Corp.

149,892

8,203,589

AMBAC Financial Group, Inc. (d)

24,941

2,022,715

American International Group, Inc.

612,775

36,184,364

Aon Corp.

75,175

2,617,594

Cincinnati Financial Corp.

40,878

1,921,675

Genworth Financial, Inc. Class A (non-vtg.)

86,064

2,998,470

Hartford Financial Services Group, Inc.

71,503

6,049,154

Lincoln National Corp.

67,738

3,823,133

Loews Corp.

95,785

3,395,578

Marsh & McLennan Companies, Inc.

129,616

3,485,374

MBIA, Inc.

31,784

1,860,953

MetLife, Inc.

178,972

9,165,156

Principal Financial Group, Inc.

65,342

3,636,282

Progressive Corp.

184,600

4,746,066

Prudential Financial, Inc.

116,069

9,018,561

SAFECO Corp.

28,120

1,584,562

The Chubb Corp.

97,883

4,884,362

The St. Paul Travelers Companies, Inc.

164,255

7,322,488

Torchmark Corp.

23,675

1,437,546

UnumProvident Corp.

70,636

1,280,631

XL Capital Ltd. Class A

42,534

2,607,334

127,578,842

Real Estate Investment Trusts - 0.9%

Apartment Investment & Management Co. Class A

22,929

996,265

Archstone-Smith Trust

50,423

2,565,018

Boston Properties, Inc.

21,544

1,947,578

Equity Office Properties Trust

86,375

3,153,551

Equity Residential (SBI)

68,708

3,073,309

Kimco Realty Corp.

49,918

1,821,508

Plum Creek Timber Co., Inc.

43,488

1,543,824

ProLogis Trust

57,793

3,012,171

Public Storage, Inc.

19,524

1,481,872

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Simon Property Group, Inc.

43,247

$ 3,586,906

Vornado Realty Trust

28,056

2,736,863

25,918,865

Thrifts & Mortgage Finance - 1.6%

Countrywide Financial Corp.

143,344

5,458,540

Fannie Mae

228,340

10,983,154

Freddie Mac

163,015

9,293,485

Golden West Financial Corp., Delaware

60,424

4,483,461

MGIC Investment Corp.

20,627

1,340,755

Sovereign Bancorp, Inc.

88,780

1,803,122

Washington Mutual, Inc.

226,653

10,330,844

43,693,361

TOTAL FINANCIALS

581,289,397

HEALTH CARE - 12.1%

Biotechnology - 1.2%

Amgen, Inc. (a)

278,191

18,146,399

Biogen Idec, Inc. (a)

81,121

3,758,336

Genzyme Corp. (a)

61,418

3,749,569

Gilead Sciences, Inc. (a)

107,344

6,350,471

MedImmune, Inc. (a)

58,684

1,590,336

33,595,111

Health Care Equipment & Supplies - 1.5%

Bausch & Lomb, Inc.

12,685

622,072

Baxter International, Inc.

154,476

5,678,538

Becton, Dickinson & Co.

58,345

3,566,630

Biomet, Inc.

58,051

1,816,416

Boston Scientific Corp. (a)

286,643

4,827,068

C.R. Bard, Inc.

24,430

1,789,742

Hospira, Inc. (a)

36,852

1,582,425

Medtronic, Inc.

284,749

13,360,423

St. Jude Medical, Inc. (a)

85,155

2,760,725

Stryker Corp.

68,985

2,904,958

Zimmer Holdings, Inc. (a)

58,539

3,320,332

42,229,329

Health Care Providers & Services - 2.7%

Aetna, Inc.

133,762

5,341,117

AmerisourceBergen Corp.

49,518

2,075,795

Cardinal Health, Inc.

98,535

6,338,757

Caremark Rx, Inc.

104,374

5,205,131

CIGNA Corp.

28,253

2,783,203

Coventry Health Care, Inc. (a)

37,864

2,080,248

Express Scripts, Inc. (a)

34,686

2,488,374

HCA, Inc.

96,267

4,153,921

Health Management Associates, Inc. Class A

56,800

1,119,528

Humana, Inc. (a)

38,842

2,085,815

Shares

Value (Note 1)

Laboratory Corp. of America Holdings (a)

29,418

$ 1,830,682

Manor Care, Inc. (d)

18,639

874,542

McKesson Corp.

71,746

3,392,151

Medco Health Solutions, Inc. (a)

71,166

4,076,388

Patterson Companies, Inc. (a)

32,708

1,142,490

Quest Diagnostics, Inc.

38,336

2,297,093

Tenet Healthcare Corp. (a)

111,033

775,010

UnitedHealth Group, Inc.

317,773

14,229,875

WellPoint, Inc. (a)

150,377

10,942,934

73,233,054

Health Care Technology - 0.0%

IMS Health, Inc.

47,113

1,264,984

Life Sciences Tools & Services - 0.3%

Applera Corp. - Applied Biosystems Group

43,656

1,412,272

Fisher Scientific International, Inc. (a)

29,288

2,139,488

Millipore Corp. (a)(d)

12,543

790,084

PerkinElmer, Inc.

29,871

624,304

Thermo Electron Corp. (a)

38,616

1,399,444

Waters Corp. (a)

24,418

1,084,159

7,449,751

Pharmaceuticals - 6.4%

Abbott Laboratories

360,053

15,701,911

Allergan, Inc.

36,014

3,862,862

Barr Pharmaceuticals, Inc. (a)

25,047

1,194,491

Bristol-Myers Squibb Co.

463,878

11,995,885

Eli Lilly & Co.

266,612

14,735,645

Forest Laboratories, Inc. (a)

76,881

2,974,526

Johnson & Johnson

698,542

41,856,637

King Pharmaceuticals, Inc. (a)

57,140

971,380

Merck & Co., Inc.

514,880

18,757,078

Mylan Laboratories, Inc.

49,596

991,920

Pfizer, Inc.

1,728,621

40,570,735

Schering-Plough Corp.

349,398

6,649,044

Watson Pharmaceuticals, Inc. (a)

24,065

560,233

Wyeth

317,526

14,101,330

174,923,677

TOTAL HEALTH CARE

332,695,906

INDUSTRIALS - 11.6%

Aerospace & Defense - 2.4%

General Dynamics Corp.

95,233

6,233,952

Goodrich Corp.

29,231

1,177,717

Honeywell International, Inc.

195,321

7,871,436

L-3 Communications Holdings, Inc.

28,773

2,170,060

Lockheed Martin Corp.

83,547

5,993,662

Northrop Grumman Corp.

81,098

5,195,138

Raytheon Co.

105,258

4,691,349

Raytheon Co. warrants 6/16/11 (a)

3,996

50,549

Rockwell Collins, Inc.

40,362

2,255,025

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Aerospace & Defense - continued

The Boeing Co.

188,630

$ 15,450,683

United Technologies Corp.

238,476

15,124,148

66,213,719

Air Freight & Logistics - 1.1%

FedEx Corp.

71,981

8,411,700

United Parcel Service, Inc. Class B

255,884

21,066,930

29,478,630

Airlines - 0.1%

Southwest Airlines Co.

166,615

2,727,488

Building Products - 0.2%

American Standard Companies, Inc.

41,737

1,805,960

Masco Corp.

93,704

2,777,387

4,583,347

Commercial Services & Supplies - 0.7%

Allied Waste Industries, Inc. (a)

57,061

648,213

Avery Dennison Corp.

25,896

1,503,522

Cendant Corp.

235,968

3,843,919

Cintas Corp.

32,528

1,293,313

Equifax, Inc.

30,332

1,041,601

Monster Worldwide, Inc. (a)

30,284

1,291,915

Pitney Bowes, Inc.

52,367

2,162,757

R.R. Donnelley & Sons Co.

50,981

1,628,843

Robert Half International, Inc.

40,528

1,702,176

Waste Management, Inc.

128,600

4,614,168

19,730,427

Construction & Engineering - 0.1%

Fluor Corp.

20,655

1,919,469

Electrical Equipment - 0.5%

American Power Conversion Corp.

40,020

779,990

Cooper Industries Ltd. Class A

21,799

2,025,563

Emerson Electric Co.

96,833

8,115,574

Rockwell Automation, Inc.

41,877

3,015,563

13,936,690

Industrial Conglomerates - 4.1%

3M Co.

177,862

14,365,914

General Electric Co.

2,453,109

80,854,473

Textron, Inc.

30,691

2,829,096

Tyco International Ltd.

480,459

13,212,623

111,262,106

Machinery - 1.6%

Caterpillar, Inc.

157,974

11,765,904

Cummins, Inc.

10,955

1,339,249

Danaher Corp.

55,658

3,579,923

Deere & Co.

55,338

4,620,170

Dover Corp.

48,100

2,377,583

Eaton Corp.

35,434

2,671,724

Illinois Tool Works, Inc.

97,705

4,640,988

Ingersoll-Rand Co. Ltd. Class A

77,620

3,320,584

Shares

Value (Note 1)

ITT Industries, Inc.

43,636

$ 2,159,982

Navistar International Corp. (a)

14,554

358,174

PACCAR, Inc.

39,331

3,240,088

Pall Corp.

29,450

824,600

Parker Hannifin Corp.

28,384

2,202,598

43,101,567

Road & Rail - 0.8%

Burlington Northern Santa Fe Corp.

86,028

6,817,719

CSX Corp.

52,275

3,682,251

Norfolk Southern Corp.

97,831

5,206,566

Ryder System, Inc.

14,390

840,808

Union Pacific Corp.

63,450

5,898,312

22,445,656

Trading Companies & Distributors - 0.0%

W.W. Grainger, Inc.

18,001

1,354,215

TOTAL INDUSTRIALS

316,753,314

INFORMATION TECHNOLOGY - 14.7%

Communications Equipment - 2.7%

ADC Telecommunications, Inc. (a)

27,658

466,314

Andrew Corp. (a)

37,658

333,650

Avaya, Inc. (a)

96,965

1,107,340

CIENA Corp. (a)

138,641

666,863

Cisco Systems, Inc. (a)

1,440,155

28,126,227

Comverse Technology, Inc. (a)

47,655

942,139

Corning, Inc. (a)

367,446

8,888,519

JDS Uniphase Corp. (a)

397,481

1,005,627

Juniper Networks, Inc. (a)(d)

133,467

2,134,137

Lucent Technologies, Inc. (a)(d)

1,056,867

2,557,618

Motorola, Inc.

582,691

11,741,224

QUALCOMM, Inc.

395,428

15,844,800

Tellabs, Inc. (a)

105,712

1,407,027

75,221,485

Computers & Peripherals - 3.4%

Apple Computer, Inc. (a)

200,645

11,460,842

Dell, Inc. (a)

535,901

13,081,343

EMC Corp. (a)

557,834

6,119,439

Gateway, Inc. (a)(d)

62,342

118,450

Hewlett-Packard Co.

658,091

20,848,323

International Business Machines Corp.

365,757

28,097,453

Lexmark International, Inc. Class A (a)

24,846

1,387,152

NCR Corp. (a)

42,936

1,573,175

Network Appliance, Inc. (a)

88,270

3,115,931

QLogic Corp. (a)

38,036

655,741

SanDisk Corp. (a)

46,081

2,349,209

Sun Microsystems, Inc. (a)

825,155

3,424,393

92,231,451

Electronic Equipment & Instruments - 0.3%

Agilent Technologies, Inc. (a)

100,455

3,170,360

Jabil Circuit, Inc.

42,007

1,075,379

Molex, Inc.

33,492

1,124,326

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Sanmina-SCI Corp. (a)

125,702

$ 578,229

Solectron Corp. (a)

215,725

737,780

Symbol Technologies, Inc.

59,866

645,954

Tektronix, Inc.

19,732

580,515

7,912,543

Internet Software & Services - 1.4%

eBay, Inc. (a)

272,783

7,989,814

Google, Inc. Class A (sub. vtg.) (a)

48,621

20,388,244

VeriSign, Inc. (a)

57,831

1,339,944

Yahoo!, Inc. (a)

295,795

9,761,235

39,479,237

IT Services - 1.0%

Affiliated Computer Services, Inc. Class A (a)

27,973

1,443,687

Automatic Data Processing, Inc.

135,974

6,166,421

Computer Sciences Corp. (a)

44,308

2,146,280

Convergys Corp. (a)

33,058

644,631

Electronic Data Systems Corp.

122,306

2,942,682

First Data Corp.

180,605

8,134,449

Fiserv, Inc. (a)

41,448

1,880,081

Paychex, Inc.

78,842

3,073,261

Sabre Holdings Corp. Class A

31,317

688,974

Unisys Corp. (a)

80,921

508,184

27,628,650

Office Electronics - 0.1%

Xerox Corp. (a)

216,634

3,013,379

Semiconductors & Semiconductor Equipment - 2.7%

Advanced Micro Devices, Inc. (a)

114,206

2,788,911

Altera Corp. (a)

84,763

1,487,591

Analog Devices, Inc.

85,202

2,738,392

Applied Materials, Inc.

368,917

6,005,969

Broadcom Corp. Class A (a)

108,060

3,247,203

Freescale Semiconductor, Inc. Class B (a)

95,724

2,814,286

Intel Corp.

1,372,301

26,005,104

KLA-Tencor Corp.

46,967

1,952,418

Linear Technology Corp.

71,630

2,398,889

LSI Logic Corp. (a)

93,591

837,639

Maxim Integrated Products, Inc.

75,655

2,429,282

Micron Technology, Inc. (a)

171,066

2,576,254

National Semiconductor Corp.

79,647

1,899,581

Novellus Systems, Inc. (a)

30,018

741,445

NVIDIA Corp. (a)

83,162

1,770,519

PMC-Sierra, Inc. (a)

48,710

457,874

Teradyne, Inc. (a)

46,763

651,409

Texas Instruments, Inc.

367,560

11,133,392

Xilinx, Inc.

81,036

1,835,465

73,771,623

Software - 3.1%

Adobe Systems, Inc. (a)

141,245

4,288,198

Shares

Value (Note 1)

Autodesk, Inc. (a)

54,661

$ 1,883,618

BMC Software, Inc. (a)

50,208

1,199,971

CA, Inc.

107,639

2,211,981

Citrix Systems, Inc. (a)

42,971

1,724,856

Compuware Corp. (a)

89,025

596,468

Electronic Arts, Inc. (a)

72,226

3,108,607

Intuit, Inc. (a)

40,305

2,434,019

Microsoft Corp.

2,069,666

48,223,218

Novell, Inc. (a)

79,977

530,248

Oracle Corp. (a)

918,714

13,312,166

Parametric Technology Corp. (a)

26,280

334,019

Symantec Corp. (a)

244,195

3,794,790

83,642,159

TOTAL INFORMATION TECHNOLOGY

402,900,527

MATERIALS - 3.0%

Chemicals - 1.5%

Air Products & Chemicals, Inc.

52,886

3,380,473

Ashland, Inc.

16,765

1,118,226

Dow Chemical Co.

226,879

8,855,087

E.I. du Pont de Nemours & Co.

217,339

9,041,302

Eastman Chemical Co.

19,288

1,041,552

Ecolab, Inc.

42,963

1,743,439

Hercules, Inc. (a)

26,805

409,044

International Flavors & Fragrances, Inc.

18,644

657,015

Monsanto Co.

63,831

5,373,932

PPG Industries, Inc.

39,075

2,578,950

Praxair, Inc.

76,227

4,116,258

Rohm & Haas Co.

34,285

1,718,364

Sigma Aldrich Corp.

15,794

1,147,276

41,180,918

Construction Materials - 0.1%

Vulcan Materials Co.

23,735

1,851,330

Containers & Packaging - 0.2%

Ball Corp.

24,699

914,851

Bemis Co., Inc.

24,732

757,294

Pactiv Corp. (a)

33,299

824,150

Sealed Air Corp.

19,246

1,002,332

Temple-Inland, Inc.

26,066

1,117,449

4,616,076

Metals & Mining - 0.9%

Alcoa, Inc.

205,267

6,642,440

Allegheny Technologies, Inc.

20,579

1,424,890

Freeport-McMoRan Copper & Gold, Inc. Class B

44,461

2,463,584

Newmont Mining Corp.

105,901

5,605,340

Nucor Corp.

73,509

3,987,863

Phelps Dodge Corp.

48,082

3,950,417

United States Steel Corp.

29,464

2,066,016

26,140,550

Paper & Forest Products - 0.3%

International Paper Co.

116,292

3,756,232

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Paper & Forest Products - continued

Louisiana-Pacific Corp.

25,053

$ 548,661

MeadWestvaco Corp.

42,735

1,193,589

Weyerhaeuser Co.

58,088

3,615,978

9,114,460

TOTAL MATERIALS

82,903,334

TELECOMMUNICATION SERVICES - 3.3%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

917,213

25,581,071

BellSouth Corp.

426,719

15,447,228

CenturyTel, Inc.

27,403

1,018,021

Citizens Communications Co.

76,662

1,000,439

Embarq Corp. (a)

35,168

1,441,536

Qwest Communications International, Inc. (a)

369,290

2,987,556

Verizon Communications, Inc.

688,208

23,048,086

70,523,937

Wireless Telecommunication Services - 0.7%

ALLTEL Corp.

91,795

5,859,275

Sprint Nextel Corp.

702,788

14,048,732

19,908,007

TOTAL TELECOMMUNICATION SERVICES

90,431,944

UTILITIES - 3.4%

Electric Utilities - 1.5%

Allegheny Energy, Inc. (a)

38,534

1,428,455

American Electric Power Co., Inc.

92,929

3,182,818

Edison International

76,863

2,997,657

Entergy Corp.

49,056

3,470,712

Exelon Corp.

157,707

8,962,489

FirstEnergy Corp.

77,812

4,218,189

FPL Group, Inc.

95,369

3,946,369

Pinnacle West Capital Corp.

23,402

933,974

PPL Corp.

89,763

2,899,345

Progress Energy, Inc.

59,679

2,558,439

Southern Co.

175,058

5,610,609

40,209,056

Gas Utilities - 0.0%

Nicor, Inc.

10,470

434,505

Peoples Energy Corp.

9,061

325,381

759,886

Independent Power Producers & Energy Traders - 0.5%

AES Corp. (a)

155,306

2,865,396

Constellation Energy Group, Inc.

42,216

2,301,616

Dynegy, Inc. Class A (a)

87,073

476,289

TXU Corp.

109,090

6,522,491

12,165,792

Shares

Value (Note 1)

Multi-Utilities - 1.4%

Ameren Corp.

48,444

$ 2,446,422

CenterPoint Energy, Inc.

73,458

918,225

CMS Energy Corp. (a)(d)

52,172

675,106

Consolidated Edison, Inc.

57,982

2,576,720

Dominion Resources, Inc.

81,989

6,131,957

DTE Energy Co.

41,938

1,708,554

Duke Energy Corp.

291,347

8,556,861

KeySpan Corp.

41,275

1,667,510

NiSource, Inc.

64,325

1,404,858

PG&E Corp.

81,901

3,217,071

Public Service Enterprise Group, Inc.

59,325

3,922,569

Sempra Energy

61,121

2,779,783

TECO Energy, Inc.

49,250

735,795

Xcel Energy, Inc.

95,659

1,834,740

38,576,171

TOTAL UTILITIES

91,710,905

TOTAL COMMON STOCKS

(Cost $1,609,736,076)

2,712,304,151

U.S. Treasury Obligations - 0.1%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 4.87% 9/21/06 (e)
(Cost $1,977,821)

$ 2,000,000

1,978,422

Money Market Funds - 1.3%

Shares

Fidelity Cash Central Fund, 5.11% (b)

20,244,875

20,244,875

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

16,643,986

16,643,986

TOTAL MONEY MARKET FUNDS

(Cost $36,888,861)

36,888,861

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,648,602,758)

2,751,171,434

NET OTHER ASSETS - (0.4)%

(12,292,529)

NET ASSETS - 100%

$ 2,738,878,905

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/(Depreciation)

Purchased

Equity Index Contracts

86 S&P 500 Index Contracts

Sept. 2006

$ 27,507,100

$ 541,623

The face value of futures purchased as a percentage of net assets - 1.0%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,978,422.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 540,334

Fidelity Securities Lending Cash Central Fund

64,853

Total

$ 605,187

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $153,711,966 of which $119,767,806 and $33,944,160 will expire on December 31, 2010 and 2011, respectively.

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

VIP Index 500 Portfolio

VIP Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $15,852,705) - See accompanying schedule:

Unaffiliated issuers (cost $1,611,713,897)

$ 2,714,282,573

Affiliated Central Funds (cost $36,888,861)

36,888,861

Total Investments (cost $1,648,602,758)

$ 2,751,171,434

Cash

2,301,881

Receivable for investments sold

1,972,262

Receivable for fund shares sold

558,692

Dividends receivable

3,085,624

Interest receivable

130,550

Other receivables

109,396

Total assets

2,759,329,839

Liabilities

Payable for investments purchased

$ 1,757,100

Payable for fund shares redeemed

1,679,530

Accrued management fee

225,929

Distribution fees payable

38,283

Payable for daily variation on futures contracts

68,695

Other affiliated payables

37,411

Collateral on securities loaned, at value

16,643,986

Total liabilities

20,450,934

Net Assets

$ 2,738,878,905

Net Assets consist of:

Paid in capital

$ 1,725,247,998

Undistributed net investment income

24,753,858

Accumulated undistributed net realized gain (loss) on investments

(114,233,248)

Net unrealized appreciation (depreciation) on investments

1,103,110,297

Net Assets

$ 2,738,878,905

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($2,534,655,744 ÷ 17,702,712 shares)

$ 143.18

Service Class:
Net Asset Value, offering price and redemption price per share ($29,966,889 ÷ 209,817 shares)

$ 142.82

Service Class 2:
Net Asset Value, offering price and redemption price per share ($174,256,272 ÷ 1,226,666 shares)

$ 142.06

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

Semiannual Report

VIP Index 500 Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 25,889,472

Interest

64,327

Income from affiliated Central Funds (including $64,853 from security lending)

605,187

Total income

26,558,986

Expenses

Management fee

$ 1,415,405

Distribution fees

227,018

Independent trustees' compensation

8,257

Appreciation in deferred trustee compensation account

1,478

Interest

12,296

Miscellaneous

4,244

Total expenses before reductions

1,668,698

Expense reductions

(2,444)

1,666,254

Net investment income (loss)

24,892,732

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

43,670,037

Futures contracts

(131,210)

Total net realized gain (loss)

43,538,827

Change in net unrealized appreciation (depreciation) on:

Investment securities

7,546,840

Futures contracts

567,475

Delayed delivery commitments

11,836

Total change in net unrealized appreciation (depreciation)

8,126,151

Net gain (loss)

51,664,978

Net increase (decrease) in net assets resulting from operations

$ 76,557,710

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 24,892,732

$ 48,461,159

Net realized gain (loss)

43,538,827

37,676,164

Change in net unrealized appreciation (depreciation)

8,126,151

44,486,040

Net increase (decrease) in net assets resulting from operations

76,557,710

130,623,363

Distributions to shareholders from net investment income

(48,550,321)

(49,776,021)

Share transactions - net increase (decrease)

(114,128,193)

(163,340,650)

Total increase (decrease) in net assets

(86,120,804)

(82,493,308)

Net Assets

Beginning of period

2,824,999,709

2,907,493,017

End of period (including undistributed net investment income of $24,753,858 and undistributed net investment income of $48,409,064, respectively)

$ 2,738,878,905

$ 2,824,999,709

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

VIP Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 141.88

$ 137.76

$ 126.13

$ 99.92

$ 130.08

$ 149.53

Income from Investment Operations

Net investment income (loss) E

1.28

2.36

2.18 F

1.63

1.51

1.48

Net realized and unrealized gain (loss)

2.51

4.15

11.10

26.18

(30.18)

(19.34)

Total from investment operations

3.79

6.51

13.28

27.81

(28.67)

(17.86)

Distributions from net investment income

(2.49)

(2.39)

(1.65)

(1.60)

(1.49)

(1.59)

Net asset value, end of period

$ 143.18

$ 141.88

$ 137.76

$ 126.13

$ 99.92

$ 130.08

Total Return B, C, D

2.69%

4.82%

10.62%

28.41%

(22.25)%

(12.09)%

Ratios to Average Net Assets G

Expenses before reductions

.10% A

.14%

.35%

.34%

.33%

.35%

Expenses net of fee waivers, if any

.10% A

.13%

.28%

.28%

.28%

.28%

Expenses net of all reductions

.10% A

.13%

.28%

.28%

.28%

.28%

Net investment income (loss)

1.78% A

1.73%

1.71%

1.50%

1.34%

1.09%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,534,656

$ 2,641,527

$ 2,778,226

$ 3,031,540

$ 2,497,252

$ 3,475,357

Portfolio turnover rate

7% A

7%

5%

6%

7%

9%

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 Investment income per share reflects a special dividend which amounted to $.36 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 141.48

$ 137.41

$ 125.86

$ 99.74

$ 129.94

$ 149.46

Income from Investment Operations

Net investment income (loss) E

1.21

2.22

2.05 F

1.54

1.34

1.24

Net realized and unrealized gain (loss)

2.50

4.14

11.07

26.11

(30.07)

(19.23)

Total from investment operations

3.71

6.36

13.12

27.65

(28.73)

(17.99)

Distributions from net investment income

(2.37)

(2.29)

(1.57)

(1.53)

(1.47)

(1.53)

Net asset value, end of period

$ 142.82

$ 141.48

$ 137.41

$ 125.86

$ 99.74

$ 129.94

Total Return B, C, D

2.64%

4.71%

10.51%

28.27%

(22.32)%

(12.18)%

Ratios to Average Net Assets G

Expenses before reductions

.20% A

.24%

.47%

.46%

.47%

.56%

Expenses net of fee waivers, if any

.20% A

.23%

.38%

.38%

.38%

.38%

Expenses net of all reductions

.20% A

.23%

.38%

.38%

.38%

.38%

Net investment income (loss)

1.68% A

1.63%

1.61%

1.40%

1.24%

.99%

Supplemental Data

Net assets, end of period (000 omitted)

$ 29,967

$ 27,178

$ 23,216

$ 15,404

$ 7,494

$ 3,278

Portfolio turnover rate

7% A

7%

5%

6%

7%

9%

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 Investment income per share reflects a special dividend which amounted to $.36 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 140.68

$ 136.71

$ 125.31

$ 99.29

$ 129.43

$ 149.18

Income from Investment Operations

Net investment income (loss) E

1.09

2.01

1.85 F

1.37

1.19

1.09

Net realized and unrealized gain (loss)

2.50

4.11

11.01

26.03

(30.00)

(19.23)

Total from investment operations

3.59

6.12

12.86

27.40

(28.81)

(18.14)

Distributions from net investment income

(2.21)

(2.15)

(1.46)

(1.38)

(1.33)

(1.61)

Net asset value, end of period

$ 142.06

$ 140.68

$ 136.71

$ 125.31

$ 99.29

$ 129.43

Total Return B, C, D

2.56%

4.55%

10.34%

28.09%

(22.45)%

(12.31)%

Ratios to Average Net Assets G

Expenses before reductions

.35% A

.39%

.61%

.60%

.60%

.61%

Expenses net of fee waivers, if any

.35% A

.38%

.53%

.53%

.53%

.53%

Expenses net of all reductions

.35% A

.38%

.53%

.53%

.53%

.53%

Net investment income (loss)

1.53% A

1.48%

1.46%

1.25%

1.09%

.84%

Supplemental Data

Net assets, end of period (000 omitted)

$ 174,256

$ 156,295

$ 106,051

$ 64,844

$ 31,035

$ 19,338

Portfolio turnover rate

7% A

7%

5%

6%

7%

9%

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 Investment income per share reflects a special dividend which amounted to $.36 per share. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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.

VIP Index 500 Portfolio

VIP Mid Cap Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Newmont Mining Corp.

3.0

1.6

Noble Corp.

2.6

1.0

Rockwell Automation, Inc.

1.6

1.4

Hess Corp.

1.6

0.1

Thermo Electron Corp.

1.5

1.3

Harsco Corp.

1.5

1.1

AGCO Corp.

1.5

1.0

Assurant, Inc.

1.3

1.4

Kinross Gold Corp.

1.3

1.0

American International Group, Inc.

1.1

0.3

17.0

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

17.2

16.5

Materials

12.9

8.9

Industrials

12.7

13.9

Financials

11.5

9.1

Information Technology

10.7

10.7

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 88.8%

Stocks 94.1%

Short-Term
Investments and
Net Other Assets 11.2%

Short-Term
Investments and
Net Other Assets 5.9%

* Foreign investments

26.5%

** Foreign investments

27.2%



Semiannual Report

VIP Mid Cap Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.8%

Auto Components - 0.4%

BorgWarner, Inc.

100

$ 6,510

Continental AG

100

10,223

ElringKlinger AG

200

9,811

Gentex Corp.

100

1,400

IMPCO Technologies, Inc. (a)(e)

1,806,793

19,278,481

Jinheng Automotive Safety Technology Holdings Ltd.

2,000

232

New Focus Auto Tech Holdings Ltd.

7,084,000

2,234,772

Quantum Fuel Systems Technologies Worldwide, Inc. (a)

46

156

Rico Auto Industries Ltd.

100

155

Showa Corp.

250,700

4,186,915

25,728,655

Automobiles - 0.3%

Bajaj Auto Ltd.

86

5,152

Denway Motors Ltd.

4,000

1,339

Geely Automobile Holdings Ltd. (d)

59,050,200

7,375,335

Harley-Davidson, Inc.

65,100

3,573,339

Hero Honda Motors Ltd.

94

1,626

Hyundai Motor Co.

54,090

4,595,398

Hyundai Motor Co. GDR (f)

100

4,250

Mahindra & Mahindra Ltd.

99,958

1,354,705

Maruti Udyog Ltd.

295,556

5,132,290

National R.V. Holdings, Inc. (a)

88,600

479,326

Renault SA

100

10,745

Thor Industries, Inc.

200

9,690

22,543,195

Distributors - 0.0%

China Resources Enterprise Ltd.

362,000

738,799

Li & Fung Ltd.

2,200

4,447

743,246

Diversified Consumer Services - 0.0%

Benesse Corp.

100

3,452

Bright Horizons Family Solutions, Inc. (a)

57

2,148

Concorde Career Colleges, Inc. (a)

100

1,914

Princeton Review, Inc. (a)

29

154

Raffles Education Corp. Ltd.

367,000

561,102

Service Corp. International (SCI)

100

814

569,584

Hotels, Restaurants & Leisure - 0.8%

Chipotle Mexican Grill, Inc. Class A

100

6,095

FU JI Food & Catering Services Holdings Ltd.

1,000

1,648

Indian Hotels Co. Ltd.

100

2,494

Krispy Kreme Doughnuts, Inc. (a)

100

814

Kuoni Reisen Holding AG Class B (Reg.)

100

56,115

Kyoritsu Maintenance Co. Ltd.

100

3,749

Minor International PCL (For. Reg.)

1,049,610

260,200

OSI Restaurant Partners, Inc.

100

3,460

P.F. Chang's China Bistro, Inc. (a)

100

3,802

Shares

Value (Note 1)

Red Robin Gourmet Burgers, Inc. (a)

100

$ 4,256

Ruby Tuesday, Inc.

100

2,441

Ruth's Chris Steak House, Inc.

100

2,042

Shangri-La Asia Ltd.

100

193

Sonic Corp. (a)

1,273,188

26,469,568

St. Marc Holdings Co. Ltd.

353,700

24,419,751

TAJ GVK Hotels & Resorts Ltd.

689,423

2,921,182

Texas Roadhouse, Inc. Class A (a)

100

1,352

54,159,162

Household Durables - 0.9%

Alba PLC

26

100

Chitaly Holdings Ltd.

528,000

97,221

Cyrela Brazil Realty SA

49,900

829,401

Daito Trust Construction Co.

93,500

5,180,599

George Wimpey PLC

100

841

Goldcrest Co. Ltd. (d)

133,280

6,534,418

Joint Corp.

200

6,520

Leggett & Platt, Inc.

539,800

13,484,204

LG Electronics, Inc.

72,630

4,402,050

Makita Corp. sponsored ADR

100

3,120

Nihon Eslead Corp.

262,700

7,415,521

Rational AG

100

16,353

Samson Holding Ltd.

100

48

Sekisui House Ltd.

661,000

9,075,211

Skyworth Digital Holdings Ltd.

2,052

201

Snap-On, Inc.

100

4,042

Steinhoff International Holdings Ltd.

100

298

Techtronic Industries Co. Ltd.

500

676

The Stanley Works

225,900

10,666,998

Woongjin Coway Co. Ltd.

82,850

1,816,465

59,534,287

Internet & Catalog Retail - 0.2%

Alloy, Inc. (a)

12,400

130,076

ASKUL Corp.

207,600

4,617,365

dELiA*s, Inc. (a)

24,800

200,384

VistaPrint Ltd.

266,100

7,115,514

12,063,339

Leisure Equipment & Products - 0.4%

Giant Manufacturing Co. Ltd.

728,000

1,178,165

Jumbo SA

862,219

10,786,856

Li Ning Co. Ltd.

2,000

1,957

Mega Bloks, Inc. (a)

100

2,044

Nidec Copal Corp.

100

1,341

Oakley, Inc.

330,500

5,568,925

SHIMANO, Inc.

100

3,059

Trigano SA

210,800

11,190,697

28,733,044

Media - 1.0%

Astral Media, Inc. Class A (non-vtg.)

365,800

11,429,816

Austar United Communications Ltd. (a)

100

91

Balaji Telefilms Ltd. (a)

100

233

Chum Ltd. Class B (non-vtg.)

200

5,328

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Media - continued

Clear Media Ltd. (a)

243,000

$ 281,603

E.W. Scripps Co. Class A

100

4,314

Grupo Televisa SA de CV (CPO) sponsored ADR

100

1,931

Harris Interactive, Inc. (a)

2,431,067

13,857,082

Interpublic Group of Companies, Inc. (a)

902,900

7,539,215

Modern Times Group AB (MTG):

(B Shares) (a)

100

5,260

(Redemption Shares) (a)

100

424

News Corp. Class A

204

3,913

Omnicom Group, Inc.

384,600

34,264,014

Reuters Group PLC sponsored ADR

100

4,251

Salem Communications Corp. Class A (a)

187,132

2,434,587

Trader Classified Media NV:

(A Shares)

100

1,389

Class A (NY Shares)

76,800

1,066,998

Usen Corp.

100

1,343

Zee Telefilms Ltd.

88

461

70,902,253

Multiline Retail - 0.8%

Don Quijote Co. Ltd.

300

6,790

JCPenney Co., Inc.

100

6,751

Lifestyle International Holdings Ltd.

2,328,500

4,257,486

Lojas Renner SA

148,700

7,895,332

Nordstrom, Inc.

927,900

33,868,350

Pantaloon Retail India Ltd.

50,104

1,690,519

Parkson Retail Group Ltd.

500

1,423

PT Mitra Adiperkasa Tbk

1,553,000

139,154

Ryohin Keikaku Co. Ltd.

92,300

7,566,301

Shopper's Stop Ltd. (a)

100

1,079

55,433,185

Specialty Retail - 2.2%

Abercrombie & Fitch Co. Class A

90,700

5,027,501

Asahi Co. Ltd.

100

3,146

Asbury Automotive Group, Inc. (a)

408,600

8,556,084

Best Buy Co., Inc.

51,500

2,824,260

Blacks Leisure Group PLC

100

1,002

Build-A-Bear Workshop, Inc. (a)(d)

462,200

9,941,922

CarMax, Inc. (a)

100

3,546

Charming Shoppes, Inc. (a)

338,500

3,804,740

Chico's FAS, Inc. (a)

100

2,698

China Paradise Electronics Retail Ltd.

567,900

148,076

Chow Sang Sang Holdings International Ltd.

2,000

753

Circuit City Stores, Inc.

443,700

12,077,514

DSG International PLC

5,601,500

19,788,086

DSG International PLC sponsored ADR

100

1,060

DSW, Inc. Class A (d)

69,500

2,531,190

Ellerine Holdings Ltd.

207,900

1,899,226

Esprit Holdings Ltd.

500

4,082

Fantastic Holdings Ltd.

110

221

Shares

Value (Note 1)

Gamestop Corp.:

Class A (a)

17,200

$ 722,400

Class B (a)

604,800

20,714,400

GOME Electrical Appliances Holdings Ltd.

100

84

Guess?, Inc. (a)

100

4,175

Hennes & Mauritz AB (H&M) (B Shares)

100

3,877

Inditex SA

354,500

14,955,652

JB Hi-Fi Ltd.

100

378

KOMERI Co. Ltd.

457,400

14,470,509

Lewis Group Ltd.

442,100

2,848,678

Nitori Co. Ltd.

201,700

9,818,388

Pendragon PLC

100

1,105

RONA, Inc. (a)

100

1,796

Ross Stores, Inc.

82

2,300

Tiffany & Co., Inc.

243,700

8,046,974

United Auto Group, Inc.

195,800

4,180,330

Williams-Sonoma, Inc.

100

3,405

Yamada Denki Co. Ltd.

60,800

6,200,883

Zumiez, Inc. (a)

100

3,757

148,594,198

Textiles, Apparel & Luxury Goods - 0.8%

Asics Corp.

3,370,700

34,347,706

Billabong International Ltd.

100

1,141

Columbia Sportswear Co. (a)

90

4,073

Compagnie Financiere Richemont unit

100

4,581

Deckers Outdoor Corp. (a)

94,072

3,627,416

Folli Follie SA

80

1,871

Gildan Activewear, Inc. Class A (a)

200

9,458

Luxottica Group Spa sponsored ADR

100

2,713

NIKE, Inc. Class B

100

8,100

Polo Ralph Lauren Corp. Class A

100

5,490

Ports Design Ltd.

2,687,500

4,325,608

Quiksilver, Inc. (a)

68

828

Ted Baker PLC

1,176,408

10,911,764

The Swatch Group AG (Bearer)

100

16,892

Under Armour, Inc. Class A (sub. vtg.)

100

4,262

Welspun India Ltd. (a)

27,489

47,003

Yue Yuen Industrial Holdings Ltd.

1,147,800

3,155,388

56,474,294

TOTAL CONSUMER DISCRETIONARY

535,478,442

CONSUMER STAPLES - 3.7%

Beverages - 0.1%

Boston Beer Co., Inc. Class A (a)

100

2,929

Brick Brewing Co. Ltd. (a)

100

202

C&C Group PLC

43,900

381,305

Companhia de Bebidas das Americas (AmBev):

(PN) sponsored ADR

100

4,125

sponsored ADR

20

732

Fomento Economico Mexicano SA de CV sponsored ADR

26,500

2,218,580

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Beverages - continued

Grupo Modelo SA de CV Series C

142,600

$ 540,509

Hansen Natural Corp. (a)

100

19,037

Jones Soda Co. (a)(d)

45,559

410,031

MGP Ingredients, Inc.

200

4,644

Pernod Ricard SA

100

19,828

Tsingtao Brewery Co. Ltd. (H Shares)

3,000

3,361

Yantai Changyu Pioneer Wine Co. (B Shares)

130

377

3,605,660

Food & Staples Retailing - 0.4%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

100

2,149

Daikokutenbussan Co. Ltd.

79,000

1,960,760

Heng Tai Consumables Group Ltd.

22,257,200

2,665,276

Lianhua Supermarket Holdings Co. (H Shares)

356,000

380,467

Metro AG

297,000

16,838,161

Plant Co. Ltd.

127,000

687,026

Pyaterochka Holding NV GDR (a)

100

1,665

Sugi Pharmacy Co. Ltd.

100

1,984

Valor Co. Ltd.

359,800

6,556,111

Wal-Mart de Mexico SA de CV sponsored ADR

202

5,595

Whole Foods Market, Inc.

100

6,464

29,105,658

Food Products - 1.5%

Alico, Inc.

100

5,511

Archer-Daniels-Midland Co.

267,600

11,046,528

Barry Callebaut AG

85

35,877

Britannia Industries Ltd.

35,703

932,768

Campbell Soup Co.

100

3,711

Chaoda Modern Agriculture (Holdings) Ltd.

1,000

625

China Mengniu Dairy Co. Ltd.

100

126

China Yurun Food Group Ltd.

1,000

760

COFCO International Ltd.

2,000

1,140

Corn Products International, Inc.

100

3,060

Green Mountain Coffee Roasters, Inc. (a)

713

28,641

Groupe Danone

466,900

59,337,630

Groupe Danone sponsored ADR

81,700

2,178,939

Heritage Foods (INDIA) Ltd.

100

324

Hormel Foods Corp.

100

3,714

IAWS Group PLC (Ireland)

25,450

449,268

Lindt & Spruengli AG

682

14,264,818

McCormick & Co., Inc. (non-vtg.)

188,300

6,317,465

Peet's Coffee & Tea, Inc. (a)

100

3,019

PT Indofood Sukses Makmur Tbk

23,965,500

2,276,753

Rocky Mountain Chocolate Factory, Inc.

100

1,299

Seaboard Corp.

4,609

5,899,520

Tingyi (Cayman Island) Holding Corp.

1,238,000

757,187

Shares

Value (Note 1)

Want Want Holdings Ltd.

1,000

$ 1,350

Wimm-Bill-Dann Foods OJSC sponsored ADR (a)

45,300

1,773,495

Wm. Wrigley Jr. Co.

100

4,536

105,328,064

Household Products - 0.0%

Hindustan Lever Ltd.

100

499

Kao Corp.

1,000

26,174

26,673

Personal Products - 1.7%

Amorepacific Corp. (a)

62

26,762

Avon Products, Inc.

272,179

8,437,549

Concern Kalina OJSC:

GDR (f)

25,543

1,031,816

sponsored ADR

25,700

1,038,158

Godrej Consumer Products Ltd. (a)

127,604

1,797,943

Hengan International Group Co. Ltd.

33,796,200

55,048,695

Kose Corp.

110

3,461

Marico Ltd.

100

960

Natura Cosmeticos SA

500

5,113

NBTY, Inc. (a)

1,697,000

40,575,270

Pacific Corp.

37

6,084

Shiseido Co. Ltd. sponsored ADR

321,700

6,240,980

114,212,791

Tobacco - 0.0%

ITC Ltd.

100

398

TOTAL CONSUMER STAPLES

252,279,244

ENERGY - 17.2%

Energy Equipment & Services - 12.3%

BJ Services Co.

338,520

12,613,255

Cameron International Corp. (a)

399,200

19,069,784

Compagnie Generale de Geophysique SA (a)

12,300

2,122,538

Core Laboratories NV (a)

1,105,400

67,473,616

ENSCO International, Inc.

356,700

16,415,334

FMC Technologies, Inc. (a)

865,400

58,379,884

Global Industries Ltd. (a)

2,775,789

46,355,676

GlobalSantaFe Corp.

1,189,950

68,719,613

Grant Prideco, Inc. (a)

1,363,300

61,007,675

Gulf Island Fabrication, Inc.

39,061

782,782

Hydril Co. (a)

100

7,852

Metretek Technologies, Inc. (a)

100

1,718

Noble Corp.

2,398,000

178,459,160

NS Group, Inc. (a)

100

5,508

Oceaneering International, Inc. (a)

200

9,170

Parker Drilling Co. (a)

4,978,330

35,744,409

Pason Systems, Inc.

3,025,200

44,308,895

Pride International, Inc. (a)

716,700

22,382,541

Smith International, Inc.

598,580

26,618,853

Superior Energy Services, Inc. (a)

1,559,900

52,880,610

TODCO Class A

208,900

8,533,565

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Transocean, Inc. (a)

573,200

$ 46,039,424

Unit Corp. (a)

100

5,689

Veritas DGC, Inc. (a)

545,200

28,121,416

Weatherford International Ltd. (a)

983,400

48,796,308

844,855,275

Oil, Gas & Consumable Fuels - 4.9%

Arch Coal, Inc.

1,199,800

50,835,526

Cameco Corp.

123,400

4,915,881

Canadian Natural Resources Ltd.

378,200

20,910,601

China Petroleum & Chemical Corp. sponsored ADR

100

5,724

Clayton Williams Energy, Inc. (a)

108,551

3,749,352

CONSOL Energy, Inc.

1,287,400

60,147,328

Energy Partners Ltd. (a)

422,300

8,002,585

Forest Oil Corp. (a)

475,000

15,751,000

Golar LNG Ltd. (NASDAQ) (a)

21,393

285,169

Hess Corp.

2,061,700

108,960,845

Hugoton Royalty Trust

11,943

354,707

International Coal Group, Inc. (a)

1,060,200

7,622,838

JKX Oil & Gas

91

656

Niko Resources Ltd.

100

5,647

OPTI Canada, Inc. (a)

200

4,094

Peabody Energy Corp.

200

11,150

PetroChina Co. Ltd. sponsored ADR

100

10,797

Petroleo Brasileiro SA Petrobras:

(PN) sponsored ADR (non-vtg.)

100

7,984

sponsored ADR

100

8,931

Ship Finance International Ltd. (NY Shares)

698,200

12,085,842

Southwestern Energy Co. (a)

127,600

3,976,016

Surgutneftegaz JSC sponsored ADR

100

7,400

Tesoro Corp.

400,800

29,803,488

TransMontaigne, Inc. (a)

500

5,605

Valero Energy Corp.

154,222

10,258,847

337,728,013

TOTAL ENERGY

1,182,583,288

FINANCIALS - 11.5%

Capital Markets - 1.6%

A.G. Edwards, Inc.

156,700

8,668,644

AllianceBernstein Holding LP

883,900

54,041,646

Ameriprise Financial, Inc.

551,920

24,654,266

Azimut Holdings Spa

825,400

8,633,699

Deutsche Bank AG (NY Shares)

100

11,250

Eaton Vance Corp. (non-vtg.)

100

2,496

EFG International

100

2,781

Espirito Santo Financial Holding SA ADR

100

2,763

Indiabulls Financial Services Ltd.

300

1,738

JAFCO Co. Ltd.

66,100

3,962,823

Shares

Value (Note 1)

Korea Investment Holdings Co. Ltd.

284,780

$ 9,305,555

Matsui Securities Co. Ltd.

100

946

New Star Asset Management Ltd.

100

724

Nuveen Investments, Inc. Class A

100

4,305

optionsXpress Holdings, Inc.

100

2,331

T. Rowe Price Group, Inc.

400

15,124

TD Ameritrade Holding Corp.

100

1,481

109,312,572

Commercial Banks - 2.0%

Allahabad Bank

1,084,333

1,509,038

Banco Itau Holding Financeira SA:

(PN) (non-vtg.)

5,300

153,795

sponsored ADR (non-vtg.)

138,900

4,050,324

Banco Pastor SA

1,914,400

25,101,230

Bank of Ayudhya PCL (For. Reg.)

304,800

138,327

Bank of Baroda

1,484,771

6,840,691

Bank of Fukuoka Ltd.

2,356,600

17,917,780

Bank of India

1,912,449

4,262,160

Boston Private Financial Holdings, Inc.

618,495

17,256,011

Canara Bank

389,312

1,726,872

Capitalia Spa

79

648

Cathay General Bancorp

20

728

Colonial Bancgroup, Inc.

234,100

6,011,688

Commerce Bancorp, Inc., New Jersey

100

3,567

Corp. Bank

327,479

1,584,576

DnB NOR ASA

100

1,241

F. van Lanschot Bankiers NV (Certificaten Van Aandelen) unit

100

9,293

Fulton Financial Corp.

13

207

HDFC Bank Ltd. sponsored ADR

50,100

2,732,955

Hiroshima Bank Ltd.

1,563,900

9,526,225

Hokuhoku Financial Group, Inc.

100

418

ICICI Bank Ltd. sponsored ADR

49,000

1,158,850

Industrial & Commercial Bank of China (Asia) Ltd.

938,000

1,382,920

Juroku Bank Ltd.

1,155,400

6,765,287

Lakeland Financial Corp.

200

4,858

Oriental Bank of Commerce

52,856

205,145

OTP Bank Rt.

100

2,832

PrivateBancorp, Inc.

66,700

2,762,047

PT Bank Central Asia Tbk

500

221

Punjab National Bank

79,319

592,835

Sberbank RF GDR (a)

100

17,069

Siam City Bank PLC (For. Reg.)

236,300

115,299

State Bancorp, Inc., New York

6

104

State Bank of India

251,075

4,619,769

Sumitomo Trust & Banking Co. Ltd.

811,000

8,859,515

The Keiyo Bank Ltd.

806,400

4,566,722

UCO Bank

2,035,172

749,660

Uniao de Bancos Brasileiros SA (Unibanco) GDR

33,300

2,210,787

Union Bank of India

136,229

289,205

Uti Bank Ltd.

397,000

2,318,574

Vijaya Bank Ltd.

436,403

375,242

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Commercial Banks - continued

Wachovia Corp.

127

$ 6,868

Wintrust Financial Corp.

100

5,085

135,836,668

Consumer Finance - 0.2%

Advanta Corp.:

Class A

121,025

3,968,410

Class B

221,500

7,962,925

American Express Co.

100

5,322

11,936,657

Diversified Financial Services - 0.9%

Bank of America Corp.

838,600

40,336,660

Financial Technology (India) Ltd.

78

2,037

Hong Kong Exchanges & Clearing Ltd.

100

643

Infrastructure Development Finance Co. Ltd.

100

118

IntercontinentalExchange, Inc.

203,200

11,773,408

Kotak Mahindra Bank Ltd.

869,070

4,621,904

Moody's Corp.

53

2,886

PICO Holdings, Inc. (a)

100

3,225

TSX Group, Inc.

203,300

8,158,954

64,899,835

Insurance - 5.0%

Admiral Group PLC

367,500

4,220,997

AFLAC, Inc.

1,353,900

62,753,265

American International Group, Inc.

1,255,000

74,107,750

Assurant, Inc.

1,880,200

91,001,680

Baloise Holdings AG (Reg.)

100

7,685

Brown & Brown, Inc.

100

2,922

China Life Insurance Co. Ltd. ADR

100

6,330

Erie Indemnity Co. Class A

100

5,200

Everest Re Group Ltd.

100

8,657

Genworth Financial, Inc. Class A (non-vtg.)

100

3,484

Milano Assicurazioni Spa

1,021,400

7,454,010

Ohio Casualty Corp.

329,700

9,801,981

Old Republic International Corp.

883,300

18,876,121

Ping An Insurance (Group) Co. of China, Ltd. (H Shares)

3,408,500

10,335,770

Power Financial Corp.

100

2,807

Principal Financial Group, Inc.

100

5,565

Progressive Corp.

1,035,324

26,618,180

Protective Life Corp.

372,800

17,379,936

Reinsurance Group of America, Inc.

100

4,915

UNIPOL Assicurazioni Spa

100

322

Universal American Financial Corp. (a)

10,356

136,181

USI Holdings Corp. (a)

1,786,672

23,959,272

W.R. Berkley Corp.

1

26

346,693,056

Shares

Value (Note 1)

Real Estate Investment Trusts - 0.8%

Corporate Office Properties Trust (SBI)

100

$ 4,208

Equity Residential (SBI)

598,400

26,766,432

General Growth Properties, Inc.

100

4,506

K-REIT Asia (a)

20

16

Multiplex Group unit

5,589,000

13,581,832

Plum Creek Timber Co., Inc.

100

3,550

Unibail (Reg.)

31,600

5,509,617

Weingarten Realty Investors (SBI)

161,300

6,174,564

52,044,725

Real Estate Management & Development - 1.0%

Aeon Mall Co. Ltd. (d)

382,000

16,057,855

AV Jennings Homes Ltd.

100

85

British Land Co. PLC

231,500

5,407,797

CapitaLand Ltd.

1,914,000

5,441,451

Derwent Valley Holdings PLC

190,400

5,521,780

Guangzhou R&F Properties Co. Ltd. (H Shares)

200

927

Keppel Land Ltd.

100

255

Kerry Properties Ltd.

7,292,496

24,836,507

Land Securities Group PLC

100

3,318

Mitsubishi Estate Co. Ltd.

270,000

5,733,887

Mitsui Fudosan Co. Ltd.

31,000

673,236

NTT Urban Development Co.

500

3,897,750

Shanghai Forte Land Co. Ltd. (H Shares)

1,022,000

414,524

Shun Tak Holdings Ltd.

530,200

692,938

W.P. Carey & Co. LLC

8,000

202,560

68,884,870

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

84

2,087

Radian Group, Inc.

29,500

1,822,510

1,824,597

TOTAL FINANCIALS

791,432,980

HEALTH CARE - 9.7%

Biotechnology - 0.2%

Alexion Pharmaceuticals, Inc. (a)

100

3,612

Alnylam Pharmaceuticals, Inc. (a)

271,900

4,100,252

Array Biopharma, Inc. (a)

100

860

AVI BioPharma, Inc. (a)

100

375

BioMarin Pharmaceutical, Inc. (a)

369,618

5,311,411

Celgene Corp. (a)

100

4,743

CSL Ltd.

83

3,315

Cubist Pharmaceuticals, Inc. (a)

100

2,518

CuraGen Corp. (a)

100

350

CytRx Corp. (a)

100

132

deCODE genetics, Inc. (a)

100

619

Genentech, Inc. (a)

100

8,180

Genitope Corp. (a)

100

632

Myogen, Inc. (a)

100

2,900

Orchid Cellmark, Inc. (a)

100

279

Pro-Pharmaceuticals, Inc. (a)

100

315

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Biotechnology - continued

Renovis, Inc. (a)

100

$ 1,531

Sangamo Biosciences, Inc. (a)

100

590

Seattle Genetics, Inc. (a)

100

460

Sirna Therapeutics, Inc. (a)(d)

244,199

1,391,934

Telik, Inc. (a)

100

1,650

Theravance, Inc. (a)

209,000

4,781,920

15,618,578

Health Care Equipment & Supplies - 1.0%

Beckman Coulter, Inc. (d)

232,800

12,932,040

BioLase Technology, Inc.

198,100

1,664,040

bioMerieux SA

100

5,910

Biophan Technologies, Inc. (a)

100

110

C.R. Bard, Inc.

217,900

15,963,354

Clarient, Inc. (a)

100

89

Cochlear Ltd.

100

4,060

Cytyc Corp. (a)

100

2,536

Edwards Lifesciences Corp. (a)

202,900

9,217,747

Endocare, Inc. (a)

144,600

361,500

Fresenius AG

100

16,540

Gen-Probe, Inc. (a)

100

5,398

Haemonetics Corp. (a)

609,525

28,349,008

Hospira, Inc. (a)

100

4,294

IDEXX Laboratories, Inc. (a)

42,500

3,193,025

Kinetic Concepts, Inc. (a)

100

4,415

NMT Medical, Inc. (a)

100

1,001

Optos PLC

100

379

Phonak Holding AG

100

6,254

Somanetics Corp. (a)

100

1,910

St. Jude Medical, Inc. (a)

900

29,178

Stereotaxis, Inc. (a)

100

1,079

Synthes, Inc.

81

9,773

Vital Signs, Inc.

100

4,953

71,778,593

Health Care Providers & Services - 1.6%

Acibadem Saglik Hizmetleri AS

100

935

Aetna, Inc.

370,100

14,778,093

Apollo Hospitals Enterprise Ltd.

33,617

293,728

Apollo Hospitals Enterprise Ltd. GDR (a)(f)

126,100

1,098,034

Caremark Rx, Inc.

185,706

9,261,158

Chemed Corp.

142,400

7,765,072

Diagnosticos Da America SA (a)

83,400

1,605,312

Dynacq Healthcare, Inc. (a)

100

130

Health Net, Inc. (a)

100

4,517

Humana, Inc. (a)

328,000

17,613,600

National Research Corp.

100

2,325

Omnicare, Inc.

171,700

8,142,014

PSS World Medical, Inc. (a)

7,200

127,080

Ramsay Health Care Ltd.

100

714

Shares

Value (Note 1)

ResCare, Inc. (a)(e)

1,594,503

$ 31,890,060

VCA Antech, Inc. (a)

511,320

16,326,448

108,909,220

Health Care Technology - 1.2%

Allscripts Healthcare Solutions, Inc. (a)

100

1,755

Cerner Corp. (a)

100

3,711

Eclipsys Corp. (a)

575,386

10,449,010

Emageon, Inc. (a)

100

1,459

Emdeon Corp. (a)

556,100

6,901,201

IMS Health, Inc.

1,982,100

53,219,385

Merge Technologies, Inc. (a)

200

2,462

TriZetto Group, Inc. (a)

670,125

9,911,149

80,490,132

Life Sciences Tools & Services - 4.4%

Applera Corp. - Celera Genomics Group (a)

100

1,295

Bachem Holding AG (B Shares)

100

5,791

Bio-Imaging Technologies, Inc. (a)

100

412

Bio-Rad Laboratories, Inc. Class A (a)

100

6,494

Covance, Inc. (a)

596,600

36,523,852

Dionex Corp. (a)

100

5,466

Evotec OAI AG (a)

100

412

Exelixis, Inc. (a)

74

744

Fisher Scientific International, Inc. (a)

100

7,305

Harvard Bioscience, Inc. (a)

1,462,135

6,506,501

ICON PLC sponsored ADR (a)

199,126

11,011,668

Illumina, Inc. (a)

100

2,966

Invitrogen Corp. (a)

477,730

31,563,621

Luminex Corp. (a)

27,200

473,008

Millipore Corp. (a)

392,700

24,736,173

Nektar Therapeutics (a)

100

1,834

PAREXEL International Corp. (a)

573,199

16,536,791

QIAGEN NV (a)

3,805,800

52,215,576

Stratagene Corp.

641,786

3,959,820

Thermo Electron Corp. (a)

2,875,400

104,204,496

Waters Corp. (a)

266,920

11,851,248

299,615,473

Pharmaceuticals - 1.3%

Allergan, Inc.

128,188

13,749,445

Aventis Pharma Ltd.

100

3,181

Boiron SA

55

1,089

Chugai Pharmaceutical Co. Ltd.

100

2,041

Cipla Ltd.

250

1,177

Daiichi Sankyo Co. Ltd.

100

2,753

Dr. Reddy's Laboratories Ltd. sponsored ADR

50,200

1,390,540

Eisai Co. Ltd. sponsored ADR

100

4,475

GlaxoSmithkline Pharmaceuticals Ltd.

100

2,261

Johnson & Johnson

660,400

39,571,168

New River Pharmaceuticals, Inc. (a)

706,701

20,140,979

Pfizer Ltd.

100

1,689

Ranbaxy Laboratories Ltd. sponsored GDR

75

596

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Roche Holding AG (participation certificate)

149

$ 24,632

SuperGen, Inc. (a)

100

363

Valeant Pharmaceuticals International

100

1,692

ViroPharma, Inc. (a)

1,482,707

12,780,934

87,679,015

TOTAL HEALTH CARE

664,091,011

INDUSTRIALS - 12.7%

Aerospace & Defense - 1.0%

Alliant Techsystems, Inc. (a)

161,200

12,307,620

CAE, Inc.

1,045,200

7,958,613

Ceradyne, Inc. (a)

253,634

12,552,347

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

100

3,647

Esterline Technologies Corp. (a)

884,791

36,798,458

General Dynamics Corp.

200

13,092

Precision Castparts Corp.

100

5,976

Rockwell Collins, Inc.

100

5,587

69,645,340

Air Freight & Logistics - 0.0%

Business Post Group PLC

200

1,559

Expeditors International of Washington, Inc.

200

11,202

Forward Air Corp.

150

6,110

18,871

Airlines - 1.2%

ACE Aviation Holdings, Inc. Class A (a)

899,700

25,105,845

Air China Ltd. (H Shares)

2,000

837

Alaska Air Group, Inc. (a)

1,394,844

54,984,750

easyJet PLC (a)

100

714

Southwest Airlines Co.

100

1,637

80,093,783

Building Products - 0.3%

American Woodmark Corp. (d)

484,194

16,966,158

Trex Co., Inc. (a)

100

2,589

USG Corp. (a)

100

7,293

Wienerberger Baustoffindust AG

100

4,752

16,980,792

Commercial Services & Supplies - 1.2%

American Ecology Corp.

45,100

1,195,150

American Reprographics Co. (a)

100

3,625

Bennett Environmental, Inc. (a)

100

289

Bio-Treat Technology Ltd.

4,150,300

2,805,586

ChoicePoint, Inc. (a)

100

4,177

Cintas Corp.

572,025

22,743,714

Dun & Bradstreet Corp. (a)

100

6,968

Equifax, Inc.

306,211

10,515,286

Fullcast Co. Ltd. (d)

5,746

19,534,140

Shares

Value (Note 1)

GFK AG

20

$ 729

Intertek Group PLC

436,200

5,647,416

Midas International Holdings Ltd.

4,166,000

257,483

Monster Worldwide, Inc. (a)

138,748

5,918,990

Randstad Holdings NV

238,200

13,967,697

Ritchie Brothers Auctioneers, Inc.

100

5,318

Robert Half International, Inc.

100

4,200

Sinomem Technology Ltd.

1,589,000

823,186

Societe Generale de Surveillance Holding SA (SGS) (Reg.)

75

71,166

Tele Atlas NV (a)

65,600

1,397,193

Tianjin Capital Environmental Protection Co. Ltd. (H Shares)

2,000

453

United Envirotech Ltd.

1,000

231

84,902,997

Construction & Engineering - 0.6%

Arcadis NV

9,700

459,849

Arcadis NV (NY Shares)

200

9,104

Chicago Bridge & Iron Co. NV (NY Shares)

100

2,415

Daelim Industrial Co.

41,500

2,607,147

Fluor Corp.

139,300

12,945,149

IVRCL Infrastructures & Projects Ltd.

100

496

Jacobs Engineering Group, Inc. (a)

146,570

11,672,835

Larsen & Toubro Ltd.

100

4,887

LG Engineering & Construction Co. Ltd.

42,210

2,731,837

Orascom Construction Industries SAE GDR

100

6,290

PTC India Ltd.

100

110

Quanta Services, Inc. (a)

46,900

812,777

Shaw Group, Inc. (a)

320,100

8,898,780

SNC-Lavalin Group, Inc.

300

7,896

Taihei Dengyo Kaisha Ltd.

348,000

2,402,622

42,562,194

Electrical Equipment - 1.9%

AstroPower, Inc. (a)

100

0

Bharat Heavy Electricals Ltd.

100

4,249

C&D Technologies, Inc.

100

752

Crompton Greaves Ltd.

85,155

1,624,311

Fujikura Ltd.

1,000

11,038

II-VI, Inc. (a)

200

3,660

Johnson Electric Holdings Ltd. sponsored ADR

100

720

Jyoti Structures Ltd.

100

829

KEC International Ltd.

100

573

Q-Cells AG

100

8,412

Rockwell Automation, Inc.

1,556,450

112,079,965

Roper Industries, Inc.

77,600

3,627,800

Shanghai Electric (Group) Corp. (H Shares)

2,000

695

Solar Integrated Technologies, Inc. (a)

751,400

1,271,623

SolarWorld AG

229,600

14,412,071

133,046,698

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - 0.6%

Aditya Birla Nuvo Ltd.

100

$ 1,564

Fu Sheng Industrial Co. Ltd.

3,799,320

3,666,901

General Electric Co.

957,400

31,555,904

Hutchison Whampoa Ltd. ADR

100

4,575

Max India Ltd. (a)

237,746

4,066,244

NWS Holdings Ltd.

1,820,500

3,164,558

Shanghai Industrial Holdings Ltd. Class H

1,000

1,951

42,461,697

Machinery - 5.3%

A.S.V., Inc. (a)

100

2,304

AGCO Corp. (a)

3,864,823

101,722,141

Badger Meter, Inc.

627,000

16,929,000

Bucher Holding AG

500

40,491

China Yuchai International Ltd.

100

731

Circor International, Inc.

100

3,049

Crane Co.

207,800

8,644,480

Danaher Corp.

100

6,432

Deutz AG (a)

163,900

1,289,414

Dover Corp.

302,400

14,947,632

Eicher Motors Ltd.

342,065

1,778,171

Fanuc Ltd.

100

8,984

Flowserve Corp. (a)

718,000

40,854,200

Graco, Inc.

326,300

15,003,274

Harsco Corp.

1,330,439

103,721,024

Heidelberger Druckmaschinen AG

192,900

8,772,235

Hexagon AB (B Shares)

100

3,641

Hyflux Ltd.

564,000

840,914

Jain Irrigation Systems Ltd. (a)

100

475

JTEKT Corp.

1,000

19,314

KCI Konecranes Oyj

100

1,801

Komax Holding AG (Reg.)

100

8,908

Krones AG

2,900

363,474

MAN AG

116,900

8,466,869

MMI Holdings Ltd.

13,426,000

6,064,750

PACCAR, Inc.

100

8,238

Railpower Technologies Corp. (a)

100

215

Schindler Holding AG (Reg.)

1,000

52,924

Tata Motors Ltd.

337,564

5,848,142

Tata Motors Ltd. sponsored ADR (d)

10,100

174,225

Terex Corp. (a)

93

9,179

Toshiba Machine Co. Ltd.

1,000

11,309

Valmont Industries, Inc.

333,500

15,504,415

Wabtec Corp.

304,800

11,399,520

Watts Water Technologies, Inc. Class A

100

3,355

362,505,230

Marine - 0.0%

Hanjin Shipping Co. Ltd.

80

1,910

Road & Rail - 0.1%

Burlington Northern Santa Fe Corp.

100

7,925

Shares

Value (Note 1)

Guangshen Railway Co. Ltd. sponsored ADR

100

$ 1,877

Heartland Express, Inc.

200

3,578

J.B. Hunt Transport Services, Inc.

344,900

8,591,459

Knight Transportation, Inc.

225

4,545

8,609,384

Trading Companies & Distributors - 0.4%

Fastenal Co.

100

4,029

GATX Corp.

569,500

24,203,750

MSC Industrial Direct Co., Inc. Class A

77

3,663

Richelieu Hardware Ltd.

100

1,930

STB Leasing Co. Ltd.

100

1,564

WESCO International, Inc. (a)

100

6,900

24,221,836

Transportation Infrastructure - 0.1%

Anhui Expressway Co. Ltd. (H Shares)

2,000

1,494

Hopewell Holdings Ltd.

1,667,000

4,700,763

Hopewell Holdings Ltd. sponsored ADR

100

275

Macquarie Infrastructure Group unit

100

250

Sea Containers Ltd. Class B

7,900

36,814

4,739,596

TOTAL INDUSTRIALS

869,790,328

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 1.4%

Adtran, Inc.

426,491

9,566,193

Arris Group, Inc. (a)

100

1,312

AudioCodes Ltd. (a)

100

1,090

Avaya, Inc. (a)

1,391,800

15,894,356

Black Box Corp.

73,700

2,824,921

Blue Coat Systems, Inc. (a)

100

1,686

CommScope, Inc. (a)

100

3,142

Comtech Telecommunications Corp. (a)

150

4,391

Corning, Inc. (a)

100

2,419

D-Link Corp.

1,677,000

1,828,315

Foxconn International Holdings Ltd. (a)

1,000

2,137

Harris Corp.

377,500

15,670,025

Juniper Networks, Inc. (a)

100

1,599

Option NV (a)

360

8,635

QUALCOMM, Inc.

798,700

32,003,909

Redback Networks, Inc. (a)

100

1,834

Tellabs, Inc. (a)

1,224,800

16,302,088

Zyxel Communications Corp.

1,306,000

2,137,777

96,255,829

Computers & Peripherals - 1.0%

Apple Computer, Inc. (a)

688,200

39,309,984

Compal Electronics, Inc.

1,113

1,062

Creative Technology Ltd. (NASDAQ)

100

560

Foxconn Technology Co. Ltd.

1,100

8,833

Gemplus International SA sponsored ADR

100

464

Hypercom Corp. (a)

1,211,900

11,331,265

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Logitech International SA (Reg.) (a)

100

$ 3,861

M-Systems Flash Disk Pioneers Ltd. (a)

500

14,815

Moser-Baer India Ltd.

200

816

Oberthur Card Systems (d)

683,600

5,133,087

Psion PLC

33

94

SanDisk Corp. (a)

20

1,020

Seagate Technology

589,800

13,353,072

Unisteel Technology Ltd.

1,976,500

2,285,115

Xyratex Ltd. (a)

18,700

494,615

71,938,663

Electronic Equipment & Instruments - 3.7%

Agilent Technologies, Inc. (a)

378,900

11,958,084

Amphenol Corp. Class A

100

5,596

CDW Corp.

1,112,791

60,814,028

CellStar Corp. (a)

100

285

Coherent, Inc. (a)

100

3,373

Daktronics, Inc.

200

5,774

Excel Technology, Inc. (a)

100

2,992

Hana Microelectronics PCL (For. Reg.)

509,400

334,077

Hon Hai Precision Industry Co. Ltd. (Foxconn)

6,230,596

38,486,008

Ibiden Co. Ltd.

117,600

5,652,611

Iteris, Inc. (a)

100

238

Itron, Inc. (a)

75,600

4,480,056

KEMET Corp. (a)

1,750,300

16,137,766

Keyence Corp.

15,700

4,009,211

Meiko Electronics Co. Ltd.

100

5,174

Metrologic Instruments, Inc. (a)

100

1,501

Mettler-Toledo International, Inc. (a)

949,200

57,493,044

Molex, Inc.

281,400

9,446,598

MTS Systems Corp.

100

3,951

Nidec Corp. sponsored ADR

267,800

4,831,112

Robotic Vision Systems, Inc. (a)

100

2

ScanSource, Inc. (a)

200

5,864

Sunpower Corp. Class A

100

2,802

Symbol Technologies, Inc.

189

2,039

Universal Display Corp. (a)

100

1,331

Vishay Intertechnology, Inc. (a)

2,587,000

40,693,510

Yageo Corp. sponsored GDR (a)

100

154

254,377,181

Internet Software & Services - 1.2%

Akamai Technologies, Inc. (a)

100

3,619

Answers Corp. (a)

100

952

aQuantive, Inc. (a)

11

279

Art Technology Group, Inc. (a)

5,208,000

15,519,840

Baidu.com, Inc. sponsored ADR

100

8,253

eCollege.com (a)

100

2,114

EDGAR Online, Inc. (a)

72,348

340,036

Iliad Group SA

100

8,366

Index Holdings

100

98,755

Shares

Value (Note 1)

NHN Corp. (a)

7,320

$ 2,546,221

RealNetworks, Inc. (a)

1,360,804

14,560,603

Sify Ltd. sponsored ADR (a)

100

998

Tencent Holdings Ltd.

1,685,000

3,536,520

ValueClick, Inc. (a)

248,795

3,819,003

VeriSign, Inc. (a)

380,964

8,826,936

WebEx Communications, Inc. (a)

754,504

26,815,072

Yahoo! Japan Corp.

6,600

3,495,390

79,582,957

IT Services - 0.3%

CheckFree Corp. (a)

100

4,956

Cognizant Technology Solutions Corp. Class A (a)

151,700

10,220,029

Computershare Ltd.

100

583

Global Payments, Inc.

200

9,710

Hewitt Associates, Inc. Class A (a)

100

2,248

Infosys Technologies Ltd.

26,895

1,804,890

Infosys Technologies Ltd. sponsored ADR

28,000

2,139,480

Northgate Information Solutions PLC (a)

5,898,100

8,454,344

Patni Computer Systems Ltd. sponsored ADR

11,900

169,932

StarTek, Inc.

33,300

497,835

Syntel, Inc.

100

2,046

TALX Corp.

23

503

TietoEnator Oyj

100

2,888

23,309,444

Office Electronics - 0.0%

Zebra Technologies Corp. Class A (a)

75

2,562

Semiconductors & Semiconductor Equipment - 2.3%

Advanced Micro Devices, Inc. (a)

290,500

7,094,010

Agere Systems, Inc. (a)

10

147

Altera Corp. (a)

556,564

9,767,698

Analog Devices, Inc.

107,900

3,467,906

ARM Holdings PLC sponsored ADR

100

626

ASML Holding NV (NY Shares) (a)

1,720,200

34,782,444

Cambridge Display Technologies, Inc. (a)

100

790

Cymer, Inc. (a)

40,800

1,895,568

Cypress Semiconductor Corp. (a)

100

1,454

Ersol Solar Energy AG

100

6,098

FormFactor, Inc. (a)

100

4,463

Freescale Semiconductor, Inc. Class A (a)

100

2,900

International Rectifier Corp. (a)

100

3,908

KLA-Tencor Corp.

100

4,157

Marvell Technology Group Ltd. (a)

100

4,433

MEMC Electronic Materials, Inc. (a)

698,900

26,208,750

Saifun Semiconductors Ltd.

3,700

106,005

Samsung Electronics Co. Ltd.

60

38,136

Silicon Image, Inc. (a)

100

1,078

Teradyne, Inc. (a)

422,600

5,886,818

Texas Instruments, Inc.

393,900

11,931,231

Veeco Instruments, Inc. (a)

1,242,796

29,628,257

Zoran Corp. (a)

1,162,716

28,300,507

159,137,384

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - 0.8%

Activision, Inc. (a)

1

$ 11

Adobe Systems, Inc. (a)

100

3,036

Agile Software Corp. (a)

100

634

Autonomy Corp. PLC (a)

200

1,519

Cognos, Inc. (a)

691,500

19,644,977

F-Secure Oyj

100

330

FactSet Research Systems, Inc.

150

7,095

Informatica Corp. (a)

42,300

556,668

Intuit, Inc. (a)

100

6,039

Manhattan Associates, Inc. (a)

358,619

7,276,380

Midway Games, Inc. (a)

100

809

Napster, Inc. (a)

100

308

NAVTEQ Corp. (a)

100

4,468

NDS Group PLC sponsored ADR (a)

100

4,655

Nintendo Co. Ltd.

100

16,780

Nuance Communications, Inc. (a)

100

1,006

Open Solutions, Inc. (a)

505,245

13,444,569

Plato Learning, Inc. (a)

277,643

1,726,939

Quality Systems, Inc. (d)

150,871

5,555,070

RSA Security, Inc. (a)

100

2,719

Salesforce.com, Inc. (a)

100

2,666

Scientific Learning Corp. (a)

100

460

Subex Systems Ltd.

200

1,903

Symantec Corp. (a)

100

1,554

Tata Elxsi Ltd.

100

394

Temenos Group AG (a)

391,573

3,603,433

51,864,422

TOTAL INFORMATION TECHNOLOGY

736,468,442

MATERIALS - 12.9%

Chemicals - 2.7%

ADA-ES, Inc. (a)

100

1,715

Air Products & Chemicals, Inc.

100

6,392

Airgas, Inc.

1,718,472

64,013,082

Albemarle Corp.

264,300

12,654,684

Asian Paints India Ltd.

548,256

7,074,869

Dyno Nobel Ltd.

100

183

Ecolab, Inc. (d)

1,361,700

55,257,786

Filtrona PLC

50

269

Jubilant Organosys Ltd.

500

2,466

Kuraray Co. Ltd.

223,000

2,494,560

Monsanto Co.

100

8,419

Mosaic Co. (a)

100

1,565

Nitto Denko Corp.

57,400

4,088,355

Praxair, Inc.

222,700

12,025,800

Quaker Chemical Corp.

100

1,870

Recticel SA

100

1,209

Sasa Dupont Sabanci Polyester Sanayi AS

1

1

Sigma Aldrich Corp.

100

7,264

Shares

Value (Note 1)

Sinopec Shanghai Petrochemical Co. Ltd.:

(H Shares)

922,000

$ 451,132

sponsored ADR

200

9,870

Syngenta AG sponsored ADR

100

2,656

Tokuyama Corp.

1,673,000

24,855,583

United Phosphorous Ltd.

455

2,348

Valhi, Inc.

51,700

1,269,235

Zoltek Companies, Inc. (a)

100

2,989

184,234,302

Construction Materials - 0.0%

Cemex SA de CV sponsored ADR

111

6,324

Florida Rock Industries, Inc.

100

4,967

Headwaters, Inc. (a)

100

2,556

Rinker Group Ltd. sponsored ADR

100

6,062

19,909

Containers & Packaging - 0.2%

Crown Holdings, Inc. (a)

516,000

8,034,120

Essel Propack Ltd.

1,080,401

1,510,630

Pactiv Corp. (a)

337,405

8,350,774

Sealed Air Corp.

100

5,208

17,900,732

Metals & Mining - 9.6%

Agnico-Eagle Mines Ltd.

1,613,230

53,485,302

Agnico-Eagle Mines Ltd. (a)

23,350

384,575

AK Steel Holding Corp. (a)

869,800

12,029,334

Aleris International, Inc. (a)

100

4,585

Amcol International Corp.

78,700

2,073,745

Barrick Gold Corp.

127,500

3,765,722

Bema Gold Corp. (a)

170,800

852,240

BHP Billiton Ltd. sponsored ADR

100

4,307

BlueScope Steel Ltd.

100

591

Boliden AB

1,447,300

26,650,627

Century Aluminum Co. (a)

1,096,488

39,133,657

Compania de Minas Buenaventura SA sponsored ADR

266,600

7,272,848

Eldorado Gold Corp. (a)

151,600

736,067

Equinox Minerals Ltd. (a)

4,770,000

5,554,958

Falconbridge Ltd.

277

14,591

FNX Mining Co., Inc. (a)

100

950

Freeport-McMoRan Copper & Gold, Inc. Class B

1,285,900

71,251,719

Glamis Gold Ltd. (a)

100

3,791

Goldcorp, Inc.

100

3,014

Grupo Mexico SA de CV Series B

100

285

Harmony Gold Mining Co. Ltd. (a)

646,500

10,531,485

High River Gold Mines Ltd. (a)

2,297,500

4,733,719

HudBay Minerals, Inc. (a)(d)

991,400

12,611,198

IAMGOLD Corp.

891,900

7,925,869

Inco Ltd.

100

6,584

Inmet Mining Corp.

100

3,736

Ivanhoe Mines Ltd. (a)

100

677

Kinross Gold Corp. (a)

7,998,866

87,204,335

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Mechel Steel Group OAO sponsored ADR

100

$ 2,239

Meridian Gold, Inc. (a)

100

3,155

Newmont Mining Corp.

3,912,780

207,103,444

Northern Orion Resources, Inc. (a)

100

491

Nucor Corp.

163,200

8,853,600

Oregon Steel Mills, Inc. (a)

100

5,066

Phelps Dodge Corp.

168,200

13,819,312

POSCO sponsored ADR

100

6,690

Sumitomo Metal Mining Co. Ltd.

2,000

26,078

Teck Cominco Ltd. Class B (sub. vtg.)

290,100

17,406,520

United States Steel Corp.

765,400

53,669,848

Vedanta Resources PLC

100

2,521

Xstrata PLC

100

3,792

Zinifex Ltd.

1,474,800

10,981,896

658,125,163

Paper & Forest Products - 0.4%

Cathay Forest Products Corp. (a)

40,100

21,553

International Forest Products Ltd. (Interfor) Class A (sub. vtg.) (a)

9,100

57,064

Lee & Man Paper Manufacturing Ltd.

10,218,000

14,933,114

MAXXAM, Inc. (a)

100

2,805

P.H. Glatfelter Co.

100

1,587

Pope Resources, Inc. LP

100

3,115

Shandong Chenming Paper Holdings Ltd. (B Shares)

100

52

Sino-Forest Corp. (a)

2,546,500

13,116,882

28,136,172

TOTAL MATERIALS

888,416,278

TELECOMMUNICATION SERVICES - 1.5%

Diversified Telecommunication Services - 1.2%

AT&T, Inc.

1,343,500

37,470,215

Covad Communications Group, Inc. (a)

61

123

Philippine Long Distance Telephone Co.

100

3,451

Pipex Communications PLC (a)

100

18

PT Indosat Tbk sponsored ADR

100

2,327

PT Telkomunikasi Indonesia Tbk sponsored ADR

100

3,210

Qwest Communications International, Inc. (a)

5,473,900

44,283,851

81,763,195

Wireless Telecommunication Services - 0.3%

America Movil SA de CV Series L sponsored ADR

151,400

5,035,564

Bharti Airtel Ltd. (a)

622,405

5,364,106

MTN Group Ltd.

100

738

NII Holdings, Inc. (a)

36

2,030

Shares

Value (Note 1)

Telemig Celular Participacoes SA sponsored ADR

100

$ 3,540

USA Mobility, Inc.

428,191

7,107,971

17,513,949

TOTAL TELECOMMUNICATION SERVICES

99,277,144

UTILITIES - 1.1%

Electric Utilities - 0.0%

Hawaiian Electric Industries, Inc.

100

2,791

Korea Electric Power Corp. sponsored ADR

100

1,896

4,687

Gas Utilities - 0.3%

AGL Resources, Inc.

227,300

8,664,676

China Gas Holdings Ltd. (a)

2,000

317

PT Perusahaan Gas Negara Tbk Series B

500

607

Xinao Gas Holdings Ltd.

11,922,000

11,359,768

20,025,368

Independent Power Producers & Energy Traders - 0.8%

AES Corp. (a)

2,465,600

45,490,320

Black Hills Corp.

184,806

6,344,390

International Power PLC sponsored ADR

100

5,330

Malakoff BHD

533,300

1,407,813

NTPC Ltd.

59,000

142,613

53,390,466

Multi-Utilities - 0.0%

Veolia Environnement sponsored ADR

100

5,172

Water Utilities - 0.0%

Eastern Water Resources Development & Management PCL (For.Reg.)

100

13

Guangdong Investment Ltd.

2,000

766

Puncak Niaga Holding BHD

100

72

851

TOTAL UTILITIES

73,426,544

TOTAL COMMON STOCKS

(Cost $4,986,919,512)

6,093,243,701

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Household Durables - 0.0%

Fedders Corp. Series A, 8.60%

5

71

TOTAL NONCONVERTIBLE
PREFERRED STOCKS

(Cost $119)

71

Money Market Funds - 11.7%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.11% (b)

747,004,614

$ 747,004,614

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

58,587,682

58,587,682

TOTAL MONEY MARKET FUNDS

(Cost $805,592,296)

805,592,296

Cash Equivalents - 0.1%

Maturity Amount

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 4.51%, dated 6/30/06 due 7/3/06)
(Cost $4,253,000)

$ 4,254,599

4,253,000

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $5,796,764,927)

6,903,089,068

NET OTHER ASSETS - (0.6)%

(37,989,447)

NET ASSETS - 100%

$ 6,865,099,621

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(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 $2,134,100 or 0.0% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 12,171,093

Fidelity Securities Lending Cash Central Fund

1,176,272

Total

$ 13,347,365

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates

Value, beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value, end of
period

Eclipsys Corp.

$ 47,063,766

$ 3,920,926

$ 49,142,716

$ -

$ -

Harvard Bioscience, Inc.

11,107,409

-

4,260,150

-

-

IMPCO Technologies, Inc.

9,268,848

-

-

-

19,278,481

Open Solutions, Inc.

25,264,922

11,663,898

27,800,418

-

-

Parker Drilling Co.

59,364,645

4,370,203

7,329,250

-

-

ResCare, Inc.

28,261,042

-

604,609

-

31,890,060

Stratagene Corp.

14,472,128

-

4,953,433

-

-

Strategic Diagnostics, Inc.

5,392,660

30,264

4,409,478

-

-

Total

$ 200,195,420

$ 19,985,291

$ 98,500,054

$ -

$ 51,168,541

Other Information

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

United States of America

73.5%

Canada

5.2%

Cayman Islands

5.1%

Japan

4.5%

Netherlands

2.5%

France

1.3%

United Kingdom

1.0%

Others (individually less than 1%)

6.9%

100.0%

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

VIP Mid Cap Portfolio

VIP Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $56,422,936 and repurchase agreements of $4,253,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,966,806,472)

$ 6,046,328,231

Affiliated Central Funds (cost $805,592,296)

805,592,296

Other affiliated issuers (cost $24,366,159)

51,168,541

Total Investments (cost $5,796,764,927)

$ 6,903,089,068

Cash

3,767

Foreign currency held at value (cost $11,504,372)

11,554,092

Receivable for investments sold

46,690,932

Receivable for fund shares sold

8,099,058

Dividends receivable

5,772,763

Interest receivable

2,386,827

Prepaid expenses

9,480

Other receivables

374,574

Total assets

6,977,980,561

Liabilities

Payable for investments purchased

$ 46,815,032

Payable for fund shares redeemed

1,806,964

Accrued management fee

3,116,626

Distribution fees payable

943,641

Other affiliated payables

485,692

Other payables and accrued expenses

1,125,303

Collateral on securities loaned, at value

58,587,682

Total liabilities

112,880,940

Net Assets

$ 6,865,099,621

Net Assets consist of:

Paid in capital

$ 5,266,596,009

Undistributed net investment income

15,158,298

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

477,519,518

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

1,105,825,796

Net Assets

$ 6,865,099,621

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,399,202,912 ÷ 42,470,959 shares)

$ 32.94

Service Class:
Net Asset Value, offering price and redemption price per share ($1,054,003,717 ÷ 32,144,068 shares)

$ 32.79

Service Class 2:
Net Asset Value, offering price and redemption price per share ($4,290,438,639 ÷ 132,036,187 shares)

$ 32.49

Investor Class:
Net Asset Value, offering price and redemption price per share ($121,454,353 ÷ 3,693,565 shares)

$ 32.88

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 27,820,845

Interest

17,206

Income from affiliated Central Funds (including $1,176,272 from security lending)

13,347,365

Total income

41,185,416

Expenses

Management fee

$ 18,778,234

Transfer agent fees

2,300,780

Distribution fees

5,624,555

Accounting and security lending fees

621,744

Independent trustees' compensation

12,420

Custodian fees and expenses

580,260

Registration fees

26,819

Audit

49,648

Legal

40,226

Miscellaneous

159,028

Total expenses before reductions

28,193,714

Expense reductions

(678,295)

27,515,419

Net investment income (loss)

13,669,997

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $1,131,342)

480,757,624

Other affiliated issuers

10,399,498

Foreign currency transactions

56,366

Total net realized gain (loss)

491,213,488

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $2,012,244)

(123,042,876)

Assets and liabilities in foreign currencies

142,181

Total change in net unrealized appreciation (depreciation)

(122,900,695)

Net gain (loss)

368,312,793

Net increase (decrease) in net assets resulting from operations

$ 381,982,790

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 13,669,997

$ 16,088,209

Net realized gain (loss)

491,213,488

739,133,164

Change in net unrealized appreciation (depreciation)

(122,900,695)

79,632,320

Net increase (decrease) in net assets resulting from operations

381,982,790

834,853,693

Distributions to shareholders from net investment income

(14,545,563)

-

Distributions to shareholders from net realized gain

(746,524,101)

(69,737,263)

Total distributions

(761,069,664)

(69,737,263)

Share transactions - net increase (decrease)

1,383,612,442

1,095,215,324

Total increase (decrease) in net assets

1,004,525,568

1,860,331,754

Net Assets

Beginning of period

5,860,574,053

4,000,242,299

End of period (including undistributed net investment income of $15,158,298 and undistributed net investment income of $15,998,697, respectively)

$ 6,865,099,621

$ 5,860,574,053

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

VIP Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 I

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 35.11

$ 30.18

$ 24.16

$ 17.51

$ 19.60

$ 20.26

Income from Investment Operations

Net investment income (loss) E

.10

.16 F

.01

- H

.09

.20

Net realized and unrealized gain (loss)

2.19

5.28

6.01

6.73

(2.00)

(.86)

Total from investment operations

2.29

5.44

6.02

6.73

(1.91)

(.66)

Distributions from net investment income

(.13)

-

-

(.08)

(.18)

-

Distributions from net realized gain

(4.33)

(.51)

-

-

-

-

Total distributions

(4.46)

(.51)

-

(.08)

(.18)

-

Net asset value, end of period

$ 32.94

$ 35.11

$ 30.18

$ 24.16

$ 17.51

$ 19.60

Total Return B, C, D

6.77%

18.30%

24.92%

38.64%

(9.82)%

(3.26)%

Ratios to Average Net Assets G

Expenses before reductions

.68% A

.69%

.71%

.70%

.70%

.69%

Expenses net of fee waivers, if any

.68% A

.69%

.71%

.70%

.70%

.69%

Expenses net of all reductions

.66% A

.64%

.68%

.68%

.63%

.62%

Net investment income (loss)

.58% A

.50% F

.03%

-%

.51%

1.06%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,399,203

$ 1,276,302

$ 979,533

$ 678,480

$ 499,557

$ 574,934

Portfolio turnover rate

139% A

107%

55%

51%

135%

144%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .36%. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share. I As the result of a correction made in the classification of distributions received on securities representing realized gains for the year ended December 31, 2003, amounts previously reported have been reclassified. The impact of this correction was a decrease in net investment loss of $0.01 per share and a corresponding decrease in net realized and unrealized gain (loss). The ratio of net investment loss to average net assets decreased from (0.04)% to 0.00%. The reclassification had no impact on total net assets or total return of the class.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 H

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 34.95

$ 30.07

$ 24.10

$ 17.46

$ 19.54

$ 20.22

Income from Investment Operations

Net investment income (loss) E

.08

.12 F

(.02)

(.02)

.08

.18

Net realized and unrealized gain (loss)

2.19

5.27

5.99

6.72

(2.00)

(.86)

Total from investment operations

2.27

5.39

5.97

6.70

(1.92)

(.68)

Distributions from net investment income

(.10)

-

-

(.06)

(.16)

-

Distributions from net realized gain

(4.33)

(.51)

-

-

-

-

Total distributions

(4.43)

(.51)

-

(.06)

(.16)

-

Net asset value, end of period

$ 32.79

$ 34.95

$ 30.07

$ 24.10

$ 17.46

$ 19.54

Total Return B, C, D

6.73%

18.20%

24.77%

38.52%

(9.90)%

(3.36)%

Ratios to Average Net Assets G

Expenses before reductions

.78% A

.79%

.81%

.80%

.80%

.79%

Expenses net of fee waivers, if any

.78% A

.79%

.81%

.80%

.80%

.79%

Expenses net of all reductions

.76% A

.74%

.78%

.78%

.73%

.72%

Net investment income (loss)

.48% A

.40% F

(.07)%

(.10)%

.41%

.96%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,054,004

$ 990,561

$ 819,412

$ 580,179

$ 378,264

$ 366,665

Portfolio turnover rate

139% A

107%

55%

51%

135%

144%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .26%. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H As the result of a correction made in the classification of distributions received on securities representing realized gains for the year ended December 31, 2003, amounts previously reported have been reclassified. The impact of this correction was a decrease in net investment loss of $0.01 per share and a corresponding decrease in net realized and unrealized gain (loss). The ratio of net investment loss to average net assets decreased from (0.14)% to (0.10)%. The reclassification had no impact on total net assets or total return of the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 H

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 34.67

$ 29.88

$ 23.98

$ 17.39

$ 19.49

$ 20.20

Income from Investment Operations

Net investment income (loss) E

.06

.08 F

(.06)

(.05)

.05

.15

Net realized and unrealized gain (loss)

2.16

5.22

5.96

6.69

(1.99)

(.86)

Total from investment operations

2.22

5.30

5.90

6.64

(1.94)

(.71)

Distributions from net investment income

(.07)

-

-

(.05)

(.16)

-

Distributions from net realized gain

(4.33)

(.51)

-

-

-

-

Total distributions

(4.40)

(.51)

-

(.05)

(.16)

-

Net asset value, end of period

$ 32.49

$ 34.67

$ 29.88

$ 23.98

$ 17.39

$ 19.49

Total Return B, C, D

6.63%

18.02%

24.60%

38.31%

(10.02)%

(3.51)%

Ratios to Average Net Assets G

Expenses before reductions

.93% A

.94%

.96%

.95%

.95%

.94%

Expenses net of fee waivers, if any

.93% A

.94%

.96%

.95%

.95%

.94%

Expenses net of all reductions

.91% A

.89%

.93%

.93%

.88%

.88%

Net investment income (loss)

.33% A

.26% F

(.22)%

(.25)%

.25%

.81%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,290,439

$ 3,542,952

$ 2,201,298

$ 1,177,574

$ 520,933

$ 210,356

Portfolio turnover rate

139% A

107%

55%

51%

135%

144%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .11%. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H As the result of a correction made in the classification of distributions received on securities representing realized gains for the year ended December 31, 2003, amounts previously reported have been reclassified. The impact of this correction was a decrease in net investment loss of $0.01 per share and a corresponding decrease in net realized and unrealized gain (loss). The ratio of net investment loss to average net assets decreased from (0.29)% to (0.25)%. The reclassification had no impact on total net assets or total return of the class.

Financial Highlights - Investor Class

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 35.08

$ 31.81

Income from Investment Operations

Net investment income (loss) E

.08

.07 F

Net realized and unrealized gain (loss)

2.19

3.20

Total from investment operations

2.27

3.27

Distributions from net investment income

(.14)

-

Distributions from net realized gain

(4.33)

-

Total distributions

(4.47)

-

Net asset value, end of period

$ 32.88

$ 35.08

Total Return B, C, D

6.72%

10.28%

Ratios to Average Net Assets H

Expenses before reductions

.80% A

.86% A

Expenses net of fee waivers, if any

.80% A

.86% A

Expenses net of all reductions

.78% A

.80% A

Net investment income (loss)

.46% A

.45% A, F

Supplemental Data

Net assets, end of period (000 omitted)

$ 121,454

$ 50,760

Portfolio turnover rate

139% A

107%

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 Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .17%. G For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements 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.

VIP Mid Cap Portfolio

VIP Overseas Portfolio

Investment Changes

Geographic Diversification (% of fund's net assets)

As of June 30, 2006

United Kingdom

23.2%

Japan

19.8%

France

12.3%

Germany

9.9%

Switzerland

7.5%

United States of America

7.2%

Italy

3.5%

Australia

2.4%

Netherlands

2.4%

Other

11.8%



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

As of December 31, 2005

Japan

22.7%

United Kingdom

11.2%

France

10.2%

Taiwan

9.7%

United States of America

9.2%

Switzerland

8.4%

Germany

7.7%

Netherlands

4.5%

Italy

2.7%

Other

13.7%



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

Asset Allocation

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

94.1

95.0

Short-Term Investments and Net Other Assets

5.9

5.0

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

BP PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

0.9

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.8

1.1

Novartis AG (Reg.) (Switzerland, Pharmaceuticals)

1.5

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.9

HSBC Holdings PLC (United Kingdom) (Reg.) (United Kingdom, Commercial Banks)

1.5

0.5

Toyota Motor Corp. (Japan, Automobiles)

1.5

2.4

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (Reg.) (Switzerland, Capital Markets)

1.3

1.0

E.ON AG (Germany, Electric Utilities)

1.2

1.0

Total SA Series B (France, Oil, Gas & Consumable Fuels)

1.1

2.9

15.4

Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.8

26.9

Consumer Discretionary

13.0

9.8

Information Technology

10.4

20.4

Energy

9.5

9.1

Industrials

8.4

3.1

Health Care

8.4

7.9

Consumer Staples

6.5

6.2

Materials

5.5

6.4

Telecommunication Services

3.2

3.9

Utilities

2.4

1.3

Semiannual Report

VIP Overseas Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%

Shares

Value (Note 1)

Australia - 2.4%

Aristocrat Leisure Ltd.

941,900

$ 9,015,652

BHP Billiton Ltd.

740,600

15,948,822

Computershare Ltd.

1,571,300

9,166,536

Macquarie Bank Ltd.

151,700

7,778,774

National Australia Bank Ltd.

843,600

22,042,554

Rio Tinto Ltd.

79,200

4,579,112

Silex Systems Ltd. (a)

1,297,800

3,934,997

TOTAL AUSTRALIA

72,466,447

Austria - 0.5%

Austriamicrosystems AG (a)

31,177

1,613,043

OMV AG

212,900

12,677,505

TOTAL AUSTRIA

14,290,548

Belgium - 0.3%

InBev SA

205,800

10,095,996

Brazil - 0.2%

Lojas Renner SA

90,200

4,789,233

Canada - 0.4%

Cameco Corp.

171,200

6,820,088

Talisman Energy, Inc.

275,400

4,805,869

TOTAL CANADA

11,625,957

China - 0.1%

China Techfaith Wireless Communication Technology Ltd. sponsored ADR (a)

65,500

967,435

Global Bio-Chem Technology Group Co. Ltd.

7,820,000

3,322,839

TOTAL CHINA

4,290,274

Finland - 1.4%

Neste Oil Oyj

231,300

8,148,507

Nokia Corp. sponsored ADR

1,652,600

33,481,676

TOTAL FINLAND

41,630,183

France - 12.3%

Alcatel SA:

(RFD)

742,000

9,356,617

sponsored ADR (a)

101,100

1,274,871

Alstom SA (a)

225,600

20,619,578

Arkema (a)

14,440

563,570

AXA SA

180,104

5,911,783

AXA SA rights 6/30/06 (a)

180,104

152,057

BNP Paribas SA

199,902

19,140,241

Cap Gemini SA

330,600

18,874,184

Carrefour SA

416,800

24,440,538

Clarins SA

52,600

3,636,804

CNP Assurances

93,800

8,921,179

Compagnie Generale de Geophysique SA (a)

54,500

9,404,742

Electricite de France

84,800

4,469,218

Financiere Marc de Lacharriere SA (Fimalac)

108,700

8,572,373

Shares

Value (Note 1)

France Telecom SA

106,661

$ 2,293,569

Groupe Danone

116,800

14,843,939

Ingenico SA

634,798

13,966,978

L'Air Liquide SA

90,090

17,551,528

L'Oreal SA

158,395

14,963,405

Louis Vuitton Moet Hennessy (LVMH)

102,500

10,174,757

Neopost SA

83,900

9,562,647

Publicis Groupe SA (d)

192,100

7,421,176

Remy Cointreau SA

95,400

4,889,970

Renault SA

137,100

14,731,779

Sanofi-Aventis sponsored ADR

647,100

31,513,770

Silicon On Insulator Technologies SA (SOITEC) (a)

161,900

4,790,280

Societe Generale Series A

20,200

2,971,582

Suez SA (France) (a)

361,700

15,037,316

Total SA Series B

511,700

33,526,582

Vallourec SA (d)

7,900

9,499,339

Vinci SA

84,600

8,717,147

Vivendi Universal SA sponsored ADR

357,200

12,469,852

TOTAL FRANCE

364,263,371

Germany - 9.9%

Aareal Bank AG (a)

169,511

6,396,735

ADVA AG Optical Networking (a)

670,101

6,814,686

Allianz AG (Reg.)

144,400

22,815,201

Bayer AG

412,700

18,947,058

Bayerische Motoren Werke AG (BMW)

96,000

4,796,693

Beiersdorf AG

76,400

11,513,675

Commerzbank AG

325,000

11,823,646

DaimlerChrysler AG

87,200

4,304,192

Deutsche Postbank AG (d)

97,600

7,024,056

Deutsche Telekom AG sponsored ADR

148,200

2,377,128

Deutz AG (a)

967,563

7,611,895

E.ON AG

315,244

36,268,820

ESCADA AG (a)

381,121

9,409,329

GFK AG (d)

75,769

2,762,326

Heidelberger Druckmaschinen AG

393,000

17,871,895

Hugo Boss AG

171,500

7,307,641

Hypo Real Estate Holding AG

167,800

10,193,717

MPC Muenchmeyer Petersen Capital AG

50,800

3,763,836

Q-Cells AG

44,500

3,743,349

RWE AG

171,300

14,254,209

SAP AG sponsored ADR

489,300

25,698,036

SGL Carbon AG (a)

592,200

11,885,838

Siemens AG sponsored ADR

285,600

24,795,792

Techem AG

63,400

2,935,866

Thielert AG

128,900

3,960,631

United Internet AG

152,800

2,202,854

Wincor Nixdorf AG

94,200

12,044,039

TOTAL GERMANY

293,523,143

Hong Kong - 0.1%

Dynasty Fine Wines Group Ltd.

10,966,000

3,988,920

Common Stocks - continued

Shares

Value (Note 1)

India - 0.3%

Infosys Technologies Ltd.

62,333

$ 4,183,091

Satyam Computer Services Ltd.

238,980

3,696,429

TOTAL INDIA

7,879,520

Ireland - 1.5%

Allied Irish Banks PLC

816,600

19,745,389

Irish Life & Permanent PLC

573,500

13,645,354

Kerry Group PLC Class A

190,400

4,091,803

Ryanair Holdings PLC sponsored ADR (a)

119,400

6,294,768

TOTAL IRELAND

43,777,314

Israel - 1.0%

Bank Hapoalim BM (Reg.)

3,143,000

13,413,923

ECI Telecom Ltd. (a)

1,172,600

9,451,156

ECtel Ltd. (a)

28,939

127,332

Mizrahi Tefahot Bank Ltd. (a)

749,100

4,370,561

Vizrt Ltd. (a)

273,100

3,224,496

TOTAL ISRAEL

30,587,468

Italy - 3.5%

Azimut Holdings Spa

518,100

5,419,336

Banca Intesa Spa

2,436,700

14,269,748

Banche Popolari Unite SCpA

394,500

10,208,956

ENI Spa

948,786

27,870,587

FASTWEB Spa

111,700

4,855,288

Lottomatica Spa

155,800

5,923,177

Pirelli & C. Real Estate Spa

78,000

5,232,337

Unicredito Italiano Spa

3,963,500

31,044,278

TOTAL ITALY

104,823,707

Japan - 19.8%

Aeon Co. Ltd.

852,200

18,693,660

Aeon Fantasy Co. Ltd.

84,200

2,788,884

Aiful Corp.

42,000

2,242,692

Canon, Inc. (d)

426,150

20,816,007

Credit Saison Co. Ltd.

324,000

15,346,996

Daiichi Sankyo Co. Ltd.

299,200

8,236,662

Daiki Co. Ltd.

170,100

1,977,129

Daiwa Securities Group, Inc.

810,000

9,655,582

E*TRADE Securities Co. Ltd. (d)

3,086

4,126,354

Fanuc Ltd.

171,000

15,362,727

Fuji Television Network, Inc.

3,165

7,025,650

Fujitsu Ltd.

1,707,000

13,232,327

Homac Corp.

162,600

2,675,777

Honda Motor Co. Ltd.

97,400

3,099,268

Honeys Co. Ltd. (d)

100,890

4,320,393

Hoya Corp.

322,800

11,481,722

Ibiden Co. Ltd.

131,700

6,330,347

JAFCO Co. Ltd. (d)

135,900

8,147,468

JFE Holdings, Inc.

211,500

8,964,606

JGC Corp.

317,000

5,454,866

Kahma Co. Ltd. (d)

100,000

2,709,198

Shares

Value (Note 1)

KOEI Co. Ltd. (d)

249,100

$ 4,441,023

Konami Corp.

184,900

4,080,162

Kose Corp.

240,400

7,563,382

Marui Co. Ltd.

310,100

4,829,349

Matsushita Electric Industrial Co. Ltd.

275,000

5,810,750

Matsushita Electric Industrial Co. Ltd. ADR

396,200

8,371,706

Millea Holdings, Inc.

515

9,582,090

Mitsubishi Estate Co. Ltd.

630,000

13,379,069

Mitsubishi UFJ Financial Group, Inc.

1,366

19,055,700

Mitsui Fudosan Co. Ltd.

137,000

2,975,268

Mitsui Trust Holdings, Inc.

600

7,210

Mizuho Financial Group, Inc.

3,252

27,539,332

Murata Manufacturing Co. Ltd.

122,700

7,967,324

Nafco Co. Ltd.

161,200

4,860,302

Nikko Cordial Corp.

1,122,900

14,366,840

Nintendo Co. Ltd.

118,600

19,900,546

Nippon Electric Glass Co. Ltd.

422,000

8,463,972

Nishimatsuya Chain Co. Ltd.

220,800

4,274,171

Nissan Motor Co. Ltd. (d)

995,800

10,943,842

Nitto Denko Corp.

192,000

13,675,333

NSK Ltd.

1,142,000

9,471,339

NTN Corp.

395,000

3,124,099

OMC Card, Inc.

372,100

5,300,616

Organo Corp.

291,000

2,543,151

ORIX Corp.

59,620

14,563,068

Point, Inc. (d)

97,600

5,510,125

Sompo Japan Insurance, Inc.

479,000

6,697,837

Sony Corp. sponsored ADR

360,600

15,880,824

St. Marc Holdings Co. Ltd.

48,000

3,313,961

Stanley Electric Co. Ltd.

293,000

6,043,085

Sumitomo Mitsui Financial Group, Inc.

2,134

22,566,223

Sumitomo Trust & Banking Co. Ltd.

772,600

8,440,026

T&D Holdings, Inc.

323,050

26,115,032

Takashimaya Co. Ltd.

872,000

10,943,343

The Sumitomo Warehouse Co. Ltd. (d)

344,000

2,540,354

Tokuyama Corp.

464,000

6,893,599

Toyota Motor Corp.

844,600

44,168,357

USS Co. Ltd.

154,710

10,221,609

Xebio Co. Ltd.

158,200

5,405,829

Yahoo! Japan Corp.

18,531

9,814,102

Yamada Denki Co. Ltd.

43,200

4,405,890

TOTAL JAPAN

588,738,155

Korea (South) - 0.2%

Samsung Electronics Co. Ltd.

8,100

5,148,414

Luxembourg - 0.4%

Gemplus International SA

1,052,200

2,341,995

SES Global unit

562,747

7,990,512

TOTAL LUXEMBOURG

10,332,507

Netherlands - 2.4%

ABN-AMRO Holding NV sponsored ADR (d)

680,100

18,607,536

Common Stocks - continued

Shares

Value (Note 1)

Netherlands - continued

Fugro NV (Certificaten Van Aandelen) unit

169,200

$ 7,298,378

ING Groep NV (Certificaten Van Aandelen)

328,224

12,905,767

Koninklijke KPN NV sponsored ADR

943,000

10,627,610

Koninklijke Numico NV

174,700

7,841,781

Royal DSM NV (a)

319,900

13,324,076

TOTAL NETHERLANDS

70,605,148

Norway - 1.5%

Acta Holding ASA

718,500

2,285,753

DnB NOR ASA

1,271,400

15,780,403

Petrojarl ASA

136,700

900,513

Petroleum Geo-Services ASA (a)

136,700

7,709,266

Statoil ASA

409,000

11,598,596

TANDBERG ASA

731,400

6,052,009

TOTAL NORWAY

44,326,540

Russia - 0.2%

Vimpel Communications sponsored ADR (a)

93,700

4,293,334

South Africa - 0.4%

Nedbank Group Ltd.

554,158

8,733,592

Sasol Ltd. sponsored ADR

112,500

4,347,000

TOTAL SOUTH AFRICA

13,080,592

Spain - 2.0%

Banco Bilbao Vizcaya Argentaria SA

1,032,600

21,271,553

Banco Pastor SA

374,800

4,914,303

Banco Santander Central Hispano SA

722,700

10,565,876

Gestevision Telecinco SA

4,177

100,185

Telefonica SA

1,427,380

23,665,968

TOTAL SPAIN

60,517,885

Sweden - 0.9%

Alfa Laval AB

201,100

6,022,715

Gant Co. AB

4,500

117,885

Modern Times Group AB (MTG):

(B Shares) (a)

132,800

6,985,491

(Redemption Shares) (a)

132,800

562,900

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

374,600

12,376,784

TOTAL SWEDEN

26,065,775

Switzerland - 7.5%

ABB Ltd. (Reg.)

1,372,559

17,851,688

Compagnie Financiere Richemont unit

259,965

11,908,417

Credit Suisse Group (Reg.)

186,076

10,418,396

Nestle SA (Reg.)

36,526

11,473,198

Nobel Biocare Holding AG (Switzerland)

41,473

9,846,657

Novartis AG (Reg.)

844,379

45,528,916

Roche Holding AG (participation certificate)

269,254

44,512,256

Schindler Holding AG (Reg.)

123,000

6,509,693

Shares

Value (Note 1)

Societe Generale de Surveillance Holding SA (SGS) (Reg.)

16,436

$ 15,595,714

Syngenta AG sponsored ADR

399,200

10,602,752

UBS AG (Reg.)

344,851

37,830,155

TOTAL SWITZERLAND

222,077,842

Taiwan - 0.1%

Hon Hai Precision Industry Co. Ltd. (Foxconn)

410,000

2,532,545

Thailand - 0.3%

Bangkok Bank Ltd. PCL (For. Reg.)

3,480,400

9,677,923

United Kingdom - 23.2%

Amvescap PLC

781,300

7,156,627

Anglo American PLC (United Kingdom)

348,800

14,308,829

AstraZeneca PLC (United Kingdom)

512,500

30,657,748

BAE Systems PLC

1,846,500

12,627,680

Barclays PLC

702,800

8,043,544

Benfield Group PLC

1,671,800

10,659,938

BG Group PLC

1,686,000

22,530,016

BHP Billiton PLC

973,395

18,885,595

BP PLC

6,803,706

78,934,357

British Land Co. PLC

737,900

17,237,208

Cable & Wireless PLC

2,972,200

6,321,817

Cadbury Schweppes PLC

1,111,500

10,720,866

Corin Group PLC

310,802

1,649,802

Diageo PLC

1,075,300

18,159,130

Eircom Group PLC

1,736,300

4,841,943

EMI Group PLC

2,802,300

15,743,344

Gallaher Group PLC

440,100

6,880,965

GlaxoSmithKline PLC

1,807,700

50,434,828

GlaxoSmithKline PLC sponsored ADR

80,300

4,480,740

Gyrus Group PLC (a)

1,844,500

11,727,014

HBOS PLC

342,000

5,945,933

HSBC Holdings PLC:

(Hong Kong) (Reg.)

996,400

17,606,388

(United Kingdom) (Reg.)

2,503,626

44,239,093

Informa PLC

919,700

7,335,697

Intec Telecom Systems PLC (a)

2,467,800

2,464,733

Intertek Group PLC

197,500

2,557,003

Jardine Lloyd Thompson Group PLC

877,073

6,034,548

Ladbrokes PLC

771,705

5,816,276

Lloyds TSB Group PLC

815,400

8,015,674

Man Group PLC

350,700

16,527,275

Marks & Spencer Group PLC

1,078,100

11,704,779

Mothercare PLC

738,900

4,441,556

NETeller PLC (a)

198,100

2,183,719

New Star Asset Management Ltd.

514,300

3,721,662

Pipex Communications PLC (a)

15,601,100

2,813,364

Prudential PLC

1,781,200

20,128,897

Reckitt Benckiser PLC

172,300

6,437,285

Reed Elsevier PLC

1,519,900

15,348,775

Reuters Group PLC

2,687,700

19,138,487

Rio Tinto PLC (Reg.)

270,606

14,187,194

Royal Bank of Scotland Group PLC

489,300

16,090,630

Common Stocks - continued

Shares

Value (Note 1)

United Kingdom - continued

Royal Dutch Shell PLC:

Class A sponsored ADR

567,000

$ 37,977,660

Class B

242,900

8,485,712

Smiths Group PLC

557,800

9,192,260

Vodafone Group PLC

12,850,700

27,371,956

Whatman PLC

1,429,900

8,376,997

WPP Group PLC

840,200

10,131,126

Xstrata PLC

105,300

3,992,531

TOTAL UNITED KINGDOM

690,269,201

United States of America - 1.3%

Estee Lauder Companies, Inc. Class A

327,200

12,652,824

Hexcel Corp. (a)

415,700

6,530,647

NTL, Inc.

374,750

9,331,275

Synthes, Inc.

92,918

11,210,965

TOTAL UNITED STATES OF AMERICA

39,725,711

TOTAL COMMON STOCKS

(Cost $2,389,462,300)

2,795,423,653

Money Market Funds - 10.1%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.11% (b)

221,727,738

$ 221,727,738

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

80,062,227

80,062,227

TOTAL MONEY MARKET FUNDS

(Cost $301,789,965)

301,789,965

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $2,691,252,265)

3,097,213,618

NET OTHER ASSETS - (4.2)%

(125,611,307)

NET ASSETS - 100%

$ 2,971,602,311

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,843,072

Fidelity Securities Lending Cash Central Fund

2,411,334

Total

$ 5,254,406

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $156,501,171 of which $109,194,861 and $47,306,310 will expire on December 31, 2010 and 2011, respectively.

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

VIP Overseas Portfolio

VIP Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $76,830,072) - See accompanying schedule:

Unaffiliated issuers (cost $2,389,462,300)

$ 2,795,423,653

Affiliated Central Funds (cost $301,789,965)

301,789,965

Total Investments (cost $2,691,252,265)

$ 3,097,213,618

Receivable for investments sold

24,958,808

Receivable for fund shares sold

1,450,269

Dividends receivable

4,660,823

Interest receivable

940,292

Prepaid expenses

4,629

Other receivables

434,459

Total assets

3,129,662,898

Liabilities

Payable to custodian bank

$ 2,304,643

Payable for investments purchased

71,509,807

Payable for fund shares redeemed

1,706,666

Accrued management fee

1,711,764

Distribution fees payable

172,120

Other affiliated payables

337,874

Other payables and accrued expenses

255,486

Collateral on securities loaned, at value

80,062,227

Total liabilities

158,060,587

Net Assets

$ 2,971,602,311

Net Assets consist of:

Paid in capital

$ 2,375,670,305

Undistributed net investment income

37,346,252

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

152,633,494

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

405,952,260

Net Assets

$ 2,971,602,311

Statement of Assets and Liabilities - continued

June 30, 2006 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,516,505,461 ÷ 70,867,524 shares)

$ 21.40

Service Class:
Net Asset Value, offering price and redemption price per share ($337,882,077 ÷ 15,851,702 shares)

$ 21.32

Service Class 2:
Net Asset Value, offering price and redemption price per share ($610,946,079 ÷ 28,776,586 shares)

$ 21.23

Initial Class R:
Net Asset Value, offering price and redemption price per share ($230,114,618 ÷ 10,771,809 shares)

$ 21.36

Service Class R:
Net Asset Value, offering price and redemption price per share ($131,709,298 ÷ 6,186,939 shares)

$ 21.29

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($60,237,019 ÷ 2,854,007 shares)

$ 21.11

Investor Class R:
Net Asset Value, offering price and redemption price per share ($84,207,759 ÷ 3,941,743 shares)

$ 21.36

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

Semiannual Report

VIP Overseas Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends

$ 49,134,063

Interest

65,992

Income from affiliated Central Funds (including $2,411,334 from security lending)

5,254,406

54,454,461

Less foreign taxes withheld

(4,489,941)

Total income

49,964,520

Expenses

Management fee

$ 10,639,981

Transfer agent fees

1,051,788

Distribution fees

1,017,440

Accounting and security lending fees

697,144

Independent trustees' compensation

5,619

Appreciation in deferred trustee compensation account

4,959

Custodian fees and expenses

444,478

Audit

40,095

Legal

19,450

Miscellaneous

107,580

Total expenses before reductions

14,028,534

Expense reductions

(1,534,037)

12,494,497

Net investment income (loss)

37,470,023

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $633,524)

323,676,816

Foreign currency transactions

294,907

Total net realized gain (loss)

323,971,723

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $266,914)

(211,054,847)

Assets and liabilities in foreign currencies

47,376

Total change in net unrealized appreciation (depreciation)

(211,007,471)

Net gain (loss)

112,964,252

Net increase (decrease) in net assets resulting from operations

$ 150,434,275

Statement of Changes in Net Assets

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 37,470,023

$ 24,787,096

Net realized gain (loss)

323,971,723

344,848,271

Change in net unrealized appreciation (depreciation)

(211,007,471)

65,476,773

Net increase (decrease) in net assets resulting from operations

150,434,275

435,112,140

Distributions to shareholders from net investment income

(24,249,132)

(14,837,058)

Distributions to shareholders from net realized gain

(17,825,284)

(12,260,637)

Total distributions

(42,074,416)

(27,097,695)

Share transactions - net increase (decrease)

102,854,205

(27,675,205)

Redemption fees

40,201

31,974

Total increase (decrease) in net assets

211,254,265

380,371,214

Net Assets

Beginning of period

2,760,348,046

2,379,976,832

End of period (including undistributed net investment income of $37,346,252 and undistributed net investment income of $24,125,361, respectively)

$ 2,971,602,311

$ 2,760,348,046

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

VIP Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

$ 20.00

Income from Investment Operations

Net investment income (loss) E

.28

.20

.13

.11

.10

.14

Net realized and unrealized gain (loss)

.84

3.10

1.97

4.60

(2.90)

(3.86)

Total from investment operations

1.12

3.30

2.10

4.71

(2.80)

(3.72)

Distributions from net investment income

(.19)

(.12)

(.18)

(.10)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.32)

(.21)

(.18)

(.10)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.40

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

Total Return B, C, D

5.47%

19.06%

13.57%

43.37%

(20.28)%

(21.21)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.90%

.92%

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.86%

.87%

Net investment income (loss)

1.30% H

1.11%

.80%

.87%

.79%

.91%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,516,505

$ 1,549,179

$ 1,491,485

$ 1,436,137

$ 1,031,489

$ 1,496,873

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

$ 19.94

Income from Investment Operations

Net investment income (loss) E

.27

.18

.11

.09

.09

.12

Net realized and unrealized gain (loss)

.83

3.09

1.97

4.59

(2.89)

(3.84)

Total from investment operations

1.10

3.27

2.08

4.68

(2.80)

(3.72)

Distributions from net investment income

(.17)

(.10)

(.17)

(.09)

(.09)

(.92)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.30)

(.19)

(.17)

(.09)

(.09)

(2.39)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.32

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

Total Return B, C, D

5.39%

18.97%

13.49%

43.20%

(20.34)%

(21.27)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.00%

1.03%

Expenses net of all reductions

.87% A

.92%

.97%

.96%

.96%

.97%

Net investment income (loss)

1.25% H

1.02%

.69%

.77%

.69%

.81%

Supplemental Data

Net assets, end of period (000 omitted)

$ 337,882

$ 329,759

$ 322,649

$ 246,632

$ 177,322

$ 240,525

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

$ 19.91

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.07

.10

Net realized and unrealized gain (loss)

.83

3.08

1.97

4.58

(2.88)

(3.80)

Total from investment operations

1.08

3.22

2.05

4.66

(2.81)

(3.70)

Distributions from net investment income

(.15)

(.09)

(.16)

(.06)

(.10)

(.93)

Distributions from net realized gain

(.13)

(.09)

-

-

-

(1.47)

Total distributions

(.28)

(.18)

(.16)

(.06)

(.10)

(2.40)

Redemption fees added to paid in capital E

- G

- G

- G

- G

- G

-

Net asset value, end of period

$ 21.23

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

Total Return B, C, D

5.33%

18.72%

13.31%

43.04%

(20.46)%

(21.20)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.16%

1.16%

1.18%

Expenses net of all reductions

1.02% A

1.07%

1.12%

1.12%

1.12%

1.12%

Net investment income (loss)

1.17% H

.79%

.54%

.61%

.53%

.65%

Supplemental Data

Net assets, end of period (000 omitted)

$ 610,946

$ 502,801

$ 319,708

$ 140,822

$ 47,824

$ 48,843

Portfolio turnover rate

165% A

92%

84%

99%

77%

98%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Initial Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.57

$ 17.49

$ 15.57

$ 10.98

$ 14.05

Income from Investment Operations

Net investment income (loss) E

.28

.19

.12

.11

.06

Net realized and unrealized gain (loss)

.83

3.10

1.98

4.59

(3.13)

Total from investment operations

1.11

3.29

2.10

4.70

(3.07)

Distributions from net investment income

(.19)

(.12)

(.18)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.32)

(.21)

(.18)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.36

$ 20.57

$ 17.49

$ 15.57

$ 10.98

Total Return B, C, D

5.44%

19.05%

13.59%

43.32%

(21.85)%

Ratios to Average Net Assets F

Expenses before reductions

.87% A

.89%

.91%

.90%

.91% A

Expenses net of fee waivers, if any

.87% A

.89%

.91%

.90%

.91% A

Expenses net of all reductions

.77% A

.82%

.87%

.86%

.87% A

Net investment income (loss)

1.30% I

1.08%

.79%

.87%

.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 230,115

$ 184,245

$ 132,064

$ 39,466

$ 15,649

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 long-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Financial Highlights - Service Class R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.50

$ 17.43

$ 15.52

$ 10.94

$ 14.01

Income from Investment Operations

Net investment income (loss) E

.27

.17

.11

.10

.05

Net realized and unrealized gain (loss)

.82

3.09

1.97

4.58

(3.12)

Total from investment operations

1.09

3.26

2.08

4.68

(3.07)

Distributions from net investment income

(.17)

(.10)

(.17)

(.10)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.30)

(.19)

(.17)

(.10)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.29

$ 20.50

$ 17.43

$ 15.52

$ 10.94

Total Return B, C, D

5.38%

18.92%

13.50%

43.25%

(21.91)%

Ratios to Average Net Assets F

Expenses before reductions

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of fee waivers, if any

.97% A

.99%

1.01%

1.00%

1.01% A

Expenses net of all reductions

.87% A

.92%

.96%

.96%

.97% A

Net investment income (loss)

1.25% I

.96%

.70%

.77%

.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 131,709

$ 115,449

$ 86,509

$ 56,141

$ 17,997

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 20.32

$ 17.30

$ 15.42

$ 10.90

$ 13.96

Income from Investment Operations

Net investment income (loss) E

.25

.14

.08

.08

.04

Net realized and unrealized gain (loss)

.83

3.07

1.96

4.55

(3.10)

Total from investment operations

1.08

3.21

2.04

4.63

(3.06)

Distributions from net investment income

(.16)

(.10)

(.16)

(.11)

-

Distributions from net realized gain

(.13)

(.09)

-

-

-

Total distributions

(.29)

(.19)

(.16)

(.11)

-

Redemption fees added to paid in capital E, G

-

-

-

-

-

Net asset value, end of period

$ 21.11

$ 20.32

$ 17.30

$ 15.42

$ 10.90

Total Return B, C, D

5.34%

18.74%

13.32%

43.00%

(21.92)%

Ratios to Average Net Assets F

Expenses before reductions

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of fee waivers, if any

1.12% A

1.14%

1.16%

1.15%

1.17% A

Expenses net of all reductions

1.02% A

1.07%

1.11%

1.11%

1.14% A

Net investment income (loss)

1.17% I

.77%

.55%

.62%

.52% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 60,237

$ 49,373

$ 27,562

$ 7,072

$ 1,616

Portfolio turnover rate

165% A

92%

84%

99%

77%

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 Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. G Amount represents less than $.01 per share. H For the period ended April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

Semiannual Report

Financial Highlights - Investor Class R

Six months ended
June 30, 2006

Year ended
December 31,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 20.59

$ 17.69

Income from Investment Operations

Net investment income (loss) E

.26

.02

Net realized and unrealized gain (loss)

.84

2.88

Total from investment operations

1.10

2.90

Distributions from net investment income

(.20)

-

Distributions from net realized gain

(.13)

-

Total distributions

(.33)

-

Redemption fees added to paid in capital E, H

-

-

Net asset value, end of period

$ 21.36

$ 20.59

Total Return B, C, D

5.37%

16.39%

Ratios to Average Net Assets G

Expenses before reductions

1.00% A

1.07% A

Expenses net of fee waivers, if any

1.00% A

1.07% A

Expenses net of all reductions

.90% A

1.00% A

Net investment income (loss)

1.23% I

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 84,208

$ 29,544

Portfolio turnover rate

165% A

92%

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 July 21, 2005 (commencement of sale of shares) to December 31, 2005. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Amount represents less than $.01 per share. I Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year. J Ratio has not been annualized because of the uneven rate at which the fund earns dividend income throughout the fiscal year.

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

VIP Overseas Portfolio

Notes to Financial Statements

For the period ended June 30, 2006 (Unaudited)

1. Significant Accounting Policies.

VIP Equity-Income Portfolio, VIP Growth Portfolio, and VIP Overseas Portfolio (the Funds) are funds of Variable Insurance Products Fund. VIP Contrafund Portfolio and VIP Index 500 Portfolio (the Funds) are funds of Variable Insurance Products Fund II. VIP Growth & Income Portfolio, VIP Mid Cap Portfolio, and VIP Growth Opportunities Portfolio (the Funds) are funds of Variable Insurance Products Fund III. The Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) (referred to in this report as Fidelity Variable Insurance Products) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each Fund is authorized to issue an unlimited number of shares. Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each Fund (excluding VIP Index 500 Portfolio and VIP Overseas Portfolio which do not offer Investor Class shares) offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. VIP Equity-Income Portfolio, VIP Growth Portfolio and VIP Contrafund Portfolio also offer Service Class 2R shares. VIP Overseas Portfolio offers Initial Class R, Service Class R, Service Class 2R and Investor Class R 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 transfer agent (except for classes of VIP Index 500 Portfolio which do not pay transfer agent fees) and distribution and service plan fees incurred. Certain expense reductions also differ by class.

Certain Funds' investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

Certain Funds may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, each Fund uses independent pricing services approved by the Board of Trustees to value their investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because each Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. Certain Funds may use 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 Funds are informed of the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Prior to July 1, 2006, deferred amounts were treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds, and were marked-to-market. Effective July 1, 2006, deferred amounts will be directly invested in a cross-section of Fidelity funds. Deferred amounts remain in the Fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to short-term capital gains, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

Cost for Federal
Income Tax
Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

VIP Contrafund

$ 13,939,554,767

$ 4,996,203,567

$ (177,347,760)

$ 4,818,855,807

VIP Equity-Income

8,242,973,622

3,111,279,174

(474,927,088)

2,636,352,086

VIP Growth

6,289,105,490

1,394,083,056

(262,077,970)

1,132,005,086

VIP Growth & Income

1,487,904,048

136,733,406

(53,258,556)

83,474,850

VIP Growth Opportunities

535,294,468

82,473,330

(34,032,860)

48,440,470

VIP Index 500

1,656,924,755

1,248,502,350

(154,255,671)

1,094,246,679

VIP Mid Cap

5,806,770,574

1,249,201,304

(152,882,810)

1,096,318,494

VIP Overseas

2,705,208,631

486,141,900

(94,136,913)

392,004,987

New Accounting Pronouncement. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109(FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Funds' net assets and results of operations.

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R shares held less than 60 days are subject to a redemption fee equal to 1% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the applicable fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain Funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain Funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the

Semiannual Report

2. Operating Policies - continued

Repurchase Agreements - continued

principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. Certain Funds may use futures contracts to manage their exposure to the stock market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in each applicable Fund's Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in each applicable Fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable Fund's Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain Funds 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 at the end of each applicable Fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and in-kind transactions are noted in the table below.

Purchases ($)

Sales ($)

VIP Contrafund

6,959,089,312

6,378,846,229

VIP Equity-Income

1,056,452,346

1,527,484,468

VIP Growth

3,539,898,441

4,378,926,214

VIP Growth & Income

973,441,607

1,012,846,309

VIP Growth Opportunities

447,442,588

558,692,896

VIP Index 500

99,915,245

270,458,979

VIP Mid Cap

4,500,292,112

4,287,996,554

VIP Overseas

2,410,822,480

2,343,070,900

Securities delivered on an in-kind basis for VIP Growth aggregated $522,515,707. Realized gain (loss) of $202,137,737 on securities delivered on an in-kind basis is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the Fund.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee.

For all Funds except VIP Index 500, the management fee is the sum of an individual fund fee rate applied to the average net assets of each Fund and a group fee rate. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rates decrease as assets under management increase and increase as assets under management decrease. The annual individual fund fee rate is .45% of the Fund's average net assets for VIP Overseas, .30% for VIP Contrafund, VIP Growth, VIP Growth Opportunities, and VIP Mid Cap, and .20% for VIP Equity-Income and VIP Growth & Income. The group fee rate averaged .27% during the period.

Management Fee and Expense Contract. For VIP Index 500, the management fee is based on an annual rate of .10% of the Fund's average net assets. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. In addition, under an expense contract, FMR pays class-level expenses except distribution and service fees so that total expenses do not exceed .10% of each class' average net assets plus the distribution and service fee applicable to each class, with certain exceptions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

For the period each Fund's total annualized management fee rate, expressed as a percentage of each Fund's average net assets, was as follows:

VIP Contrafund

.57%

VIP Equity-Income

.47%

VIP Growth

.57%

VIP Growth & Income

.47%

VIP Growth Opportunities

.57%

VIP Index 500

.10%

VIP Mid Cap

.57%

VIP Overseas

.72%

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for VIP Index 500. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Funds have 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 and Service Class R's average net assets and .25% of Service Class 2 and Service Class 2R's average net assets.

For the period, each class paid FDC the following amounts, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services:

Service
Class

Service
Class 2

Service
Class R

Service
Class 2R

VIP Contrafund

$ 1,321,947

$ 4,833,742

$ -

$ 28,391

VIP Equity-Income

541,167

2,295,018

-

13,036

VIP Growth

515,657

977,280

-

6,856

VIP Growth & Income

192,693

774,049

-

-

VIP Growth Opportunities

94,228

73,179

-

-

VIP Index 500

14,440

212,578

-

-

VIP Mid Cap

531,752

5,092,803

-

-

VIP Overseas

171,456

708,331

65,322

72,331

Transfer Agent Fees. Fidelity Investment Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of the Investor Class, Investor Class R and each class of VIP Index 500) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Under an expense contract, each class of VIP Index 500 does not pay transfer agent fees. Investor Class and Investor Class R pay a monthly asset-based transfer agent fee of .18% of its month end net assets. For the period, the total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

VIP Contrafund

Initial Class

$ 3,822,288

Service Class

882,033

Service Class 2

1,321,292

Service Class 2R

7,664

Investor Class

156,288

$ 6,189,565

VIP Equity-Income

Initial Class

$ 2,619,352

Service Class

358,646

Service Class 2

622,319

Service Class 2R

3,474

Investor Class

63,092

$ 3,666,883

VIP Growth

Initial Class

$ 2,130,167

Service Class

342,402

Service Class 2

266,032

Service Class 2R

1,822

Investor Class

39,186

$ 2,779,609

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

VIP Growth & Income

Initial Class

$ 200,975

Service Class

128,720

Service Class 2

209,782

Investor Class

19,483

$ 558,960

VIP Growth Opportunities

Initial Class

$ 125,796

Service Class

64,588

Service Class 2

23,750

Investor Class

5,084

$ 219,218

VIP Mid Cap

Initial Class

$ 475,953

Service Class

356,794

Service Class 2

1,379,892

Investor Class

88,141

$ 2,300,780

VIP Overseas

Initial Class

$ 541,839

Service Class

116,061

Service Class 2

194,616

Initial Class R

75,037

Service Class R

43,659

Service Class 2R

19,426

Investor Class R

61,150

$ 1,051,788

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains each Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions. Under the terms of the management contract, FMR pays these fees for VIP Index 500.

Affiliated Central Funds. Certain Funds may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were as follows:

Amount

VIP Contrafund

$ 30,193

VIP Equity-Income

4,476

VIP Growth

27,366

VIP Growth & Income

11,438

VIP Growth Opportunities

3,118

VIP Mid Cap

113,695

VIP Overseas

675

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

Each applicable Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower
or Lender

Average Daily Loan Balance

Weighted
Average
Interest Rate

Interest
Expense

VIP Equity-Income

Borrower

$ 9,834,902

4.77%

$ 53,408

VIP Growth

Borrower

19,673,111

4.96%

24,410

VIP Index 500

Borrower

8,763,455

4.59%

12,296

5. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR in a $4.2 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 participating funds have agreed to pay commitment fees on their pro rata portion of the line of credit, which is reflected in Miscellaneous Expense on the Statement of Operations, and is as follows:

VIP Contrafund

$ 25,348

VIP Equity-Income

16,111

VIP Growth

13,048

VIP Growth & Income

2,400

VIP Growth Opportunities

992

VIP Index 500

4,244

VIP Mid Cap

8,808

VIP Overseas

4,071

During the period, there were no borrowings on this line of credit.

6. Security Lending.

Certain Funds lend portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from affiliated central funds.

7. Bank Borrowings.

Each Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. At period end, there were no bank borrowings outstanding. Each applicable Fund's activity in this program during the period for which loans were outstanding was as follows:

Average Daily
Loan Balance

Weighted Average
Interest Rate

VIP Contrafund

$ 120,240,000

5.31%

VIP Equity-Income

6,306,333

5.27%

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of certain Funds provided services to these Funds in addition to trade execution. These services included payments of expenses on behalf of each applicable Fund. In addition, through arrangements with each applicable Fund's custodian,

Semiannual Report

8. Expense Reductions - continued

credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

Brokerage
Service
Arrangement

Custody
expense
reduction

Miscellaneous
expense
reduction

VIP Contrafund

$ 941,727

$ 8,245

$ -

VIP Equity-Income

193,508

1,217

-

VIP Growth

524,044

1,202

-

VIP Growth & Income

38,500

1,287

-

VIP Growth Opportunities

256,207

-

-

VIP Index 500

-

-

2,444

VIP Mid Cap

658,799

19,496

-

VIP Overseas

1,527,540

6,497

-

9. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates and certain otherwise unaffiliated shareholders each were owners of record of more than 10% of the outstanding shares of the following funds:

Affiliated %

Number of
Unaffiliated
Shareholders

Unaffiliated
Shareholders %

VIP Contrafund

11%

2

32%

VIP Equity-Income

12%

2

36%

VIP Growth

12%

2

35%

VIP Growth & Income

19%

1

52%

VIP Growth Opportunities

21%

1

40%

VIP Index 500

33%

-

-

VIP Mid Cap

15%

1

30%

VIP Overseas

15%

2

39%

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Contrafund

From net investment income

Initial Class

$ 58,946,784

$ 27,596,709

Service Class

11,374,846

4,430,034

Service Class 2

13,554,670

2,265,082

Service Class 2R

91,830

15,411

Investor Class

670,834

-

Total

$ 84,638,964

$ 34,307,236

From net realized gain

Initial Class

$ 104,235,166

$ 1,724,794

Service Class

23,903,662

402,730

Service Class 2

32,757,120

323,583

Service Class 2R

204,851

1,541

Investor Class

1,111,668

-

Total

$ 162,212,467

$ 2,452,648

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders - continued

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Equity-Income

From net investment income

Initial Class

$ 134,846,596

$ 137,602,640

Service Class

17,470,661

17,563,270

Service Class 2

27,087,115

20,698,826

Service Class 2R

157,721

94,385

Investor Class

843,731

-

Total

$ 180,405,824

$ 175,959,121

From net realized gain

Initial Class

$ 405,144,480

$ 302,386,049

Service Class

55,739,729

40,600,805

Service Class 2

92,358,102

51,172,097

Service Class 2R

523,133

224,007

Investor Class

2,473,961

-

Total

$ 556,239,405

$ 394,382,958

VIP Growth

From net investment income

Initial Class

$ 25,469,432

$ 36,754,599

Service Class

2,969,186

4,880,141

Service Class 2

1,415,183

2,179,216

Service Class 2R

11,992

8,042

Investor Class

123,218

-

Total

$ 29,989,011

$ 43,821,998

VIP Growth & Income

From net investment income

Initial Class

$ 5,438,318

$ 10,102,093

Service Class

3,160,972

5,620,334

Service Class 2

4,341,827

6,984,273

Investor Class

112,567

-

Total

$ 13,053,684

$ 22,706,700

From net realized gain

Initial Class

$ 15,195,299

$ -

Service Class

9,845,652

-

Service Class 2

15,713,278

-

Investor Class

301,237

-

Total

$ 41,055,466

$ -

VIP Growth Opportunities

From net investment income

Initial Class

$ 2,655,348

$ 4,113,187

Service Class

1,170,776

1,676,409

Service Class 2

271,802

395,224

Investor Class

31,480

-

Total

$ 4,129,406

$ 6,184,820

VIP Index 500

From net investment income

Initial Class

$ 45,574,056

$ 47,629,866

Service Class

458,108

396,447

Service Class 2

2,518,157

1,749,708

Total

$ 48,550,321

$ 49,776,021

Semiannual Report

10. Distributions to Shareholders - continued

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Mid Cap

From net investment income

Initial Class

$ 4,750,962

$ -

Service Class

2,713,194

-

Service Class 2

6,828,025

-

Investor Class

253,382

-

Total

$ 14,545,563

$ -

From net realized gain

Initial Class

$ 160,864,588

$ 16,950,069

Service Class

122,489,425

13,863,435

Service Class 2

455,271,711

38,923,759

Investor Class

7,898,377

-

Total

$ 746,524,101

$ 69,737,263

VIP Overseas

From net investment income

Initial Class

$ 14,091,669

$ 9,625,631

Service Class

2,672,527

1,847,002

Service Class 2

3,822,324

1,745,414

Initial Class R

1,834,008

965,865

Service Class R

1,035,719

492,968

Service Class 2R

404,891

160,178

Investor Class R

387,994

-

Total

$ 24,249,132

$ 14,837,058

From net realized gain

Initial Class

$ 9,796,346

$ 7,533,103

Service Class

2,080,411

1,662,302

Service Class 2

3,312,681

1,745,414

Initial Class R

1,261,487

724,399

Service Class R

778,286

443,671

Service Class 2R

337,410

151,748

Investor Class R

258,663

-

Total

$ 17,825,284

$ 12,260,637

A Distributions for Investor Class and Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Contrafund

Initial Class

Shares sold

13,595,688

40,419,583

$ 435,092,294

$ 1,135,988,432

Reinvestment of distributions

5,248,696

1,094,903

163,181,950

29,321,503

Shares redeemed

(22,113,558)

(26,717,231)

(703,614,979)

(748,214,024)

Net increase (decrease)

(3,269,174)

14,797,255

$ (105,340,735)

$ 417,095,911

Service Class

Shares sold

6,112,766

13,881,593

$ 194,983,169

$ 390,402,116

Reinvestment of distributions

1,138,016

180,935

35,278,508

4,832,764

Shares redeemed

(4,938,251)

(12,721,990)

(156,448,616)

(341,955,975)

Net increase (decrease)

2,312,531

1,340,538

$ 73,813,061

$ 53,278,905

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions - continued

Shares

Dollars

Six months ended June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Contrafund - continued

Service Class 2

Shares sold

38,767,070

49,771,629

$ 1,222,254,837

$ 1,404,920,897

Reinvestment of distributions

1,505,096

97,538

46,311,790

2,588,665

Shares redeemed

(7,262,939)

(6,228,028)

(227,802,075)

(172,711,539)

Net increase (decrease)

33,009,227

43,641,139

$ 1,040,764,552

$ 1,234,798,023

Service Class 2R

Shares sold

231,255

476,311

$ 7,251,270

$ 13,422,433

Reinvestment of distributions

9,670

640

296,681

16,952

Shares redeemed

(146,964)

(106,287)

(4,577,093)

(2,956,035)

Net increase (decrease)

93,961

370,664

$ 2,970,858

$ 10,483,350

Investor Class

Shares sold

4,180,035

2,862,608

$ 133,035,340

$ 86,146,173

Reinvestment of distributions

57,426

-

1,782,502

-

Shares redeemed

(114,327)

(2,580)

(3,674,750)

(77,240)

Net increase (decrease)

4,123,134

2,860,028

$ 131,143,092

$ 86,068,933

VIP Equity-Income

Initial Class

Shares sold

3,839,226

9,995,592

$ 96,843,423

$ 243,588,116

Reinvestment of distributions

22,240,160

18,234,094

539,991,076

439,988,689

Shares redeemed

(28,768,916)

(61,778,854)

(726,539,912)

(1,504,207,375)

Net increase (decrease)

(2,689,530)

(33,549,168)

$ (89,705,413)

$ (820,630,570)

Service Class

Shares sold

971,404

1,664,065

$ 24,253,794

$ 40,334,290

Reinvestment of distributions

3,023,973

2,417,459

73,210,390

58,164,074

Shares redeemed

(4,066,015)

(7,864,758)

(102,209,268)

(190,937,287)

Net increase (decrease)

(70,638)

(3,783,234)

$ (4,745,084)

$ (92,438,923)

Service Class 2

Shares sold

7,622,309

15,407,445

$ 189,522,765

$ 370,175,387

Reinvestment of distributions

4,974,811

3,009,670

119,445,217

71,870,922

Shares redeemed

(4,302,833)

(6,593,873)

(107,259,782)

(158,371,244)

Net increase (decrease)

8,294,287

11,823,242

$ 201,708,200

$ 283,675,065

Service Class 2R

Shares sold

102,796

229,939

$ 2,550,417

$ 5,501,232

Reinvestment of distributions

28,488

13,378

680,853

318,391

Shares redeemed

(84,414)

(83,085)

(2,095,562)

(1,983,529)

Net increase (decrease)

46,870

160,232

$ 1,135,708

$ 3,836,094

Investor Class

Shares sold

2,051,820

1,480,945

$ 51,613,559

$ 36,874,007

Reinvestment of distributions

136,756

-

3,317,692

-

Shares redeemed

(150,995)

(9,091)

(3,852,397)

(229,256)

Net increase (decrease)

2,037,581

1,471,854

$ 51,078,854

$ 36,644,751

VIP Growth

Initial Class

Shares sold

2,079,870

5,020,349

$ 71,758,278

$ 159,510,141

Reinvestment of distributions

750,646

1,168,668

25,469,432

36,754,598

Shares redeemed

(29,656,759)

(50,113,556)

(1,028,155,089)

(1,589,683,859)

Net increase (decrease)

(26,826,243)

(43,924,539)

$ (930,927,379)

$(1,393,419,120)

Service Class

Shares sold

528,193

1,583,330

$ 18,173,248

$ 49,875,519

Reinvestment of distributions

87,794

155,666

2,969,186

4,880,142

Shares redeemed

(5,906,596)

(10,974,628)

(204,451,905)

(341,802,898)

Net increase (decrease)

(5,290,609)

(9,235,632)

$ (183,309,471)

$ (287,047,237)

Semiannual Report

11. Share Transactions - continued

Shares

Dollars

Six months ended June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Growth - continued

Service Class 2

Shares sold

2,309,860

4,801,863

$ 78,602,663

$ 150,862,050

Reinvestment of distributions

42,144

69,981

1,415,183

2,179,216

Shares redeemed

(10,740,225)

(4,718,596)

(372,089,923)

(147,633,784)

Net increase (decrease)

(8,388,221)

153,248

$ (292,072,077)

$ 5,407,482

Service Class 2R

Shares sold

41,258

97,483

$ 1,409,079

$ 3,094,057

Reinvestment of distributions

358

259

11,992

8,042

Shares redeemed

(42,943)

(19,254)

(1,439,078)

(605,298)

Net increase (decrease)

(1,327)

78,488

$ (18,007)

$ 2,496,801

Investor Class

Shares sold

963,148

720,556

$ 33,058,468

$ 23,727,387

Reinvestment of distributions

3,637

-

123,218

-

Shares redeemed

(122,230)

(2,747)

(4,166,792)

(89,995)

Net increase (decrease)

844,555

717,809

$ 29,014,894

$ 23,637,392

VIP Growth & Income

Initial Class

Shares sold

1,159,301

2,834,273

$ 17,152,765

$ 39,200,777

Reinvestment of distributions

1,423,008

741,166

20,633,617

10,102,093

Shares redeemed

(6,035,870)

(13,127,442)

(89,522,954)

(181,187,562)

Net increase (decrease)

(3,453,561)

(9,552,003)

$ (51,736,572)

$ (131,884,692)

Service Class

Shares sold

157,698

434,637

$ 2,335,758

$ 5,919,559

Reinvestment of distributions

901,985

414,785

13,006,624

5,620,334

Shares redeemed

(1,815,642)

(3,644,857)

(26,656,830)

(50,018,197)

Net increase (decrease)

(755,959)

(2,795,435)

$ (11,314,448)

$ (38,478,304)

Service Class 2

Shares sold

1,968,403

4,647,860

$ 28,819,228

$ 63,603,372

Reinvestment of distributions

1,402,455

519,277

20,055,105

6,984,273

Shares redeemed

(1,945,984)

(2,412,711)

(28,380,740)

(33,058,649)

Net increase (decrease)

1,424,874

2,754,426

$ 20,493,593

$ 37,528,996

Investor Class

Shares sold

1,575,825

662,399

$ 23,161,558

$ 9,527,602

Reinvestment of distributions

28,578

-

413,804

-

Shares redeemed

(168,144)

(13,577)

(2,487,140)

(198,054)

Net increase (decrease)

1,436,259

648,822

$ 21,088,222

$ 9,329,548

VIP Growth Opportunities

Initial Class

Shares sold

332,844

2,043,068

$ 5,787,969

$ 32,630,211

Reinvestment of distributions

156,105

259,671

2,655,348

4,113,187

Shares redeemed

(4,026,781)

(7,829,217)

(69,262,938)

(126,275,246)

Net increase (decrease)

(3,537,832)

(5,526,478)

$ (60,819,621)

$ (89,531,848)

Service Class

Shares sold

998,917

1,133,176

$ 17,163,338

$ 18,609,478

Reinvestment of distributions

68,829

105,834

1,170,776

1,676,409

Shares redeemed

(2,640,133)

(2,911,194)

(45,841,650)

(46,797,036)

Net increase (decrease)

(1,572,387)

(1,672,184)

$ (27,507,536)

$ (26,511,149)

Service Class 2

Shares sold

502,311

586,782

$ 8,658,701

$ 9,623,165

Reinvestment of distributions

16,054

25,062

271,802

395,224

Shares redeemed

(691,028)

(922,792)

(11,885,439)

(14,688,498)

Net increase (decrease)

(172,663)

(310,948)

$ (2,954,936)

$ (4,670,109)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions - continued

Shares

Dollars

Six months ended June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Growth Opportunities - continued

Investor Class

Shares sold

146,414

260,971

$ 2,476,016

$ 4,346,383

Reinvestment of distributions

1,853

-

31,480

-

Shares redeemed

(90,308)

(9,747)

(1,542,801)

(167,335)

Net increase (decrease)

57,959

251,224

$ 964,695

$ 4,179,048

VIP Index 500

Initial Class

Shares sold

438,723

1,147,551

$ 63,364,093

$ 156,365,229

Reinvestment of distributions

321,397

353,180

45,574,056

47,629,866

Shares redeemed

(1,675,641)

(3,050,219)

(242,275,254)

(415,532,468)

Net increase (decrease)

(915,521)

(1,549,488)

$ (133,337,105)

$ (211,537,373)

Service Class

Shares sold

23,514

41,683

$ 3,404,157

$ 5,655,385

Reinvestment of distributions

3,238

2,945

458,108

396,447

Shares redeemed

(9,036)

(21,485)

(1,300,254)

(2,921,334)

Net increase (decrease)

17,716

23,143

$ 2,562,011

$ 3,130,498

Service Class 2

Shares sold

255,305

540,862

$ 36,574,328

$ 72,886,987

Reinvestment of distributions

17,882

13,056

2,518,157

1,749,708

Shares redeemed

(157,517)

(218,660)

(22,445,584)

(29,570,470)

Net increase (decrease)

115,670

335,258

$ 16,646,901

$ 45,066,225

VIP Mid Cap

Initial Class

Shares sold

4,820,707

8,278,806

$ 165,741,344

$ 262,377,760

Reinvestment of distributions

5,122,659

562,378

165,615,550

16,950,069

Shares redeemed

(3,825,179)

(4,945,419)

(127,313,164)

(156,829,367)

Net increase (decrease)

6,118,187

3,895,765

$ 204,043,730

$ 122,498,462

Service Class

Shares sold

1,679,959

2,901,802

$ 57,151,673

$ 90,813,964

Reinvestment of distributions

3,889,488

461,807

125,202,619

13,863,435

Shares redeemed

(1,768,494)

(2,267,171)

(59,680,217)

(70,846,869)

Net increase (decrease)

3,800,953

1,096,438

$ 122,674,075

$ 33,830,530

Service Class 2

Shares sold

21,905,237

32,986,707

$ 736,325,902

$ 1,030,668,046

Reinvestment of distributions

14,476,809

1,305,290

462,099,736

38,923,759

Shares redeemed

(6,548,562)

(5,764,389)

(217,635,963)

(179,268,926)

Net increase (decrease)

29,833,484

28,527,608

$ 980,789,675

$ 890,322,879

Investor Class

Shares sold

2,127,114

1,448,928

$ 72,463,066

$ 48,632,982

Reinvestment of distributions

252,531

-

8,151,693

-

Shares redeemed

(132,980)

(2,028)

(4,509,797)

(69,529)

Net increase (decrease)

2,246,665

1,446,900

$ 76,104,962

$ 48,563,453

VIP Overseas

Initial Class

Shares sold

5,146,069

7,401,949

$ 110,358,555

$ 132,174,303

Reinvestment of distributions

1,151,230

1,002,262

23,888,015

17,158,734

Shares redeemed

(10,616,318)

(18,372,431)

(230,921,429)

(325,484,696)

Net increase (decrease)

(4,319,019)

(9,968,220)

$ (96,674,859)

$ (176,151,659)

Service Class

Shares sold

1,362,953

2,681,647

$ 28,862,329

$ 47,720,466

Reinvestment of distributions

229,833

205,704

4,752,938

3,509,304

Shares redeemed

(1,814,717)

(5,311,978)

(38,823,193)

(91,468,586)

Net increase (decrease)

(221,931)

(2,424,627)

$ (5,207,926)

$ (40,238,816)

Semiannual Report

11. Share Transactions - continued

Shares

Dollars

Six months ended June 30,
2006

Year ended
December 31,
2005 A

Six months ended
June 30,
2006

Year ended
December 31,
2005 A

VIP Overseas - continued

Service Class 2

Shares sold

5,361,395

7,706,445

$ 116,027,110

$ 135,627,664

Reinvestment of distributions

346,191

205,102

7,135,005

3,490,828

Shares redeemed

(1,537,154)

(1,690,309)

(32,318,600)

(30,166,445)

Net increase (decrease)

4,170,432

6,221,238

$ 90,843,515

$ 108,952,047

Initial Class R

Shares sold

2,308,429

2,614,989

$ 49,742,723

$ 46,966,500

Reinvestment of distributions

149,396

98,846

3,095,495

1,690,264

Shares redeemed

(642,210)

(1,307,426)

(13,512,863)

(22,938,002)

Net increase (decrease)

1,815,615

1,406,409

$ 39,325,355

$ 25,718,762

Service Class R

Shares sold

850,306

1,192,156

$ 18,134,840

$ 21,053,947

Reinvestment of distributions

87,845

54,935

1,814,005

936,639

Shares redeemed

(384,061)

(578,793)

(8,292,070)

(10,225,074)

Net increase (decrease)

554,090

668,298

$ 11,656,775

$ 11,765,512

Service Class 2R

Shares sold

632,652

998,545

$ 13,354,025

$ 17,565,601

Reinvestment of distributions

36,227

18,435

742,301

311,926

Shares redeemed

(244,473)

(180,588)

(5,169,795)

(3,145,256)

Net increase (decrease)

424,406

836,392

$ 8,926,531

$ 14,732,271

Investor Class R

Shares sold

2,630,331

1,438,624

$ 56,519,137

$ 27,620,203

Reinvestment of distributions

31,194

-

646,657

-

Shares redeemed

(154,537)

(3,869)

(3,180,980)

(73,525)

Net increase (decrease)

2,506,988

1,434,755

$ 53,984,814

$ 27,546,678

A Share transactions for Investor Class and Investor Class R are for the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Contrafund Portfolio
VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP Growth & Income Portfolio
VIP Growth Opportunities Portfolio
VIP Mid Cap Portfolio
VIP Overseas Portfolio

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for each fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for each fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to each fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for each fund to access the research and investment advisory support services supplied by FRAC at no additional expense to each fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under each fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of each fund's assets; (iii) the nature or level of services provided under each fund's management contract or sub-advisory agreements; (iv) the day-to-day management of each fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of each Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of each fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which each fund will not bear any additional management fees or expenses and under which each fund's portfolio manager would not change, it did not consider each fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of each fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to each fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of each fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing each fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that each fund's Agreement is fair and reasonable, and that each fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Index 500, Mid Cap, and Overseas Portfolios

Fidelity Management & Research (U.K.) Inc.
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Mid Cap, and Overseas Portfolios

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Mid Cap, and Overseas Portfolios

Fidelity International Investment Advisors
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Mid Cap, and Overseas Portfolios

Fidelity International Investment Advisors (U.K.) Limited
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Mid Cap, and Overseas Portfolios

Fidelity Investments Japan Limited
Contrafund, Equity-Income, Growth,
Growth & Income, Growth Opportunities,
Mid Cap, and Overseas Portfolios

Geode Capital Management, LLC
Index 500 Portfolio

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank, New York, NY
Growth & Income and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA
Contrafund and Mid Cap Portfolios

Mellon Bank, N.A., Pittsburgh, PA
Growth, Growth Opportunities, and Index 500 Portfolios

The Northern Trust Company, Chicago, IL
Equity-Income Portfolio

VIPGRP1-SANN-0806
1.803533.104

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Variable Insurance Products Fund: Overseas Portfolio's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Variable Insurance Products Fund: Overseas Portfolio's (the "Fund") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Fund is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Variable Insurance Products Fund

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

August 22, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

August 22, 2006

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

August 22, 2006