N-30D 1 aa.htm

Fidelity® Variable Insurance Products
Initial Class

Aggressive Growth Portfolio

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Value Portfolio

Semiannual Report

June 30, 2001

(2_fidelity_logos)(registered trademark)

Contents

Market Environment

4

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

Aggressive Growth Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Managers' Overview

7

Investments

12

Financial Statements

Asset Manager Portfolio

16

Performance and Investment Summary

17

Fund Talk: The Manager's Overview

18

Investments

34

Financial Statements

Asset Manager: Growth Portfolio

38

Performance and Investment Summary

39

Fund Talk: The Managers' Overview

40

Investments

55

Financial Statements

Balanced Portfolio

59

Performance and Investment Summary

60

Fund Talk: The Managers' Overview

61

Investments

72

Financial Statements

Contrafund Portfolio

76

Performance and Investment Summary

77

Fund Talk: The Managers' Overview

78

Investments

85

Financial Statements

Dynamic Capital Appreciation Portfolio

89

Performance and Investment Summary

90

Fund Talk: The Managers' Overview

91

Investments

94

Financial Statements

Equity-Income Portfolio

98

Performance and Investment Summary

99

Fund Talk: The Managers' Overview

100

Investments

108

Financial Statements

Growth Portfolio

112

Performance and Investment Summary

113

Fund Talk: The Managers' Overview

114

Investments

118

Financial Statements

Growth & Income Portfolio

122

Performance and Investment Summary

123

Fund Talk: The Managers' Overview

124

Investments

127

Financial Statements

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

Semiannual Report

Growth Opportunities Portfolio

131

Performance and Investment Summary

132

Fund Talk: The Managers' Overview

133

Investments

137

Financial Statements

High Income Portfolio

141

Performance and Investment Summary

142

Fund Talk: The Managers' Overview

143

Investments

152

Financial Statements

Index 500 Portfolio

156

Performance and Investment Summary

157

Fund Talk: The Managers' Overview

158

Investments

165

Financial Statements

Investment Grade Bond Portfolio

169

Performance and Investment Summary

170

Fund Talk: The Managers' Overview

171

Investments

178

Financial Statements

Mid Cap Portfolio

182

Performance and Investment Summary

183

Fund Talk: The Managers' Overview

184

Investments

190

Financial Statements

Money Market Portfolio

194

Performance

195

Fund Talk: The Managers' Overview

196

Investments

200

Financial Statements

Overseas Portfolio

204

Performance and Investment Summary

205

Fund Talk: The Managers' Overview

206

Investments

209

Financial Statements

Value Portfolio

213

Performance and Investment Summary

214

Fund Talk: The Managers' Overview

215

Investments

218

Financial Statements

Notes to Financial Statements

222

Notes to the Financial Statements

Proxy Voting Results

231

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

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

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

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

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

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

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

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

There's an expression in financial quarters that says, "When the United States sneezes, the world catches cold." That would seem to be a pretty fair statement judging by the performance of the global economy during the six-month period ending June 30, 2001. Considering that more than a third of all goods sold in the U.S. are imports - compared to 20% a decade ago - the sharp deceleration of the domestic economy had far-reaching ramifications. Asia, the Pacific Rim, Europe and many other parts of the world - particularly technology exporters - were negatively affected by slowing U.S. demand. Higher energy costs also put a damper on global economic growth through the first half of 2001. The news was better in the second quarter of the year, at least for U.S. stocks. The second quarter gains of U.S. equity stock funds were the biggest since the fourth quarter of 1999, according to Lipper Inc.

U.S. Stock Markets

Despite extreme volatility during the first half of 2001, opportunities for strong returns were still abundant for equity investors. In short, big was anything but better during the first half of the year. Small- and mid-cap value stocks were the top performers, while large-cap growth fell from favor. The technology and telecommunications industries were the primary victims of this fallout. The "irrational exuberance" - a phrase coined by Federal Reserve Board chairman Alan Greenspan a few years ago to describe the extraordinary run-up in these new economy stocks - quickly evaporated as economic growth slowed and earnings disappointments piled up. In response, investors turned to the long-neglected value arena, where many companies demonstrated real earnings growth and reasonable valuations. A look at the numbers reveals the performance discrepancy between the large-cap growth and mid- to small-cap value styles: For the six-month period ending June 30, 2001, the Russell 2000® Value Index - a measure of small-cap value stock performance - gained 12.72%. Its large-cap growth counterpart, the Russell 1000® Growth Index, declined 14.24%. Other growth-oriented indexes demonstrated a similar shortfall. The large-cap weighted Standard & Poor's 500SM Index fell 6.70%, while the tech- and telecom-heavy NASDAQ Composite® Index lost 12.40%. The Dow Jones Industrial AverageSM, a blend of 30 blue-chip companies - 23 of which fall into the value category - finished the six-month period down 1.86%.

Foreign Stock Markets

The performance of international equity markets echoed that of their U.S. counterparts during the first half of 2001. Slowing economic growth led to a sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin pressures and a decline in capital expenditures took a heavy toll on corporate earnings, causing the Morgan Stanley Capital InternationalSM Europe, Australasia and Far East (MSCI® EAFE®) Index to drop 14.45%. Europe accounted for much of the weakness. The global slowdown reduced export activity, and the European Central Bank's reluctance to cut interest rates due to inflation fears was greeted negatively by investors. Japan also suffered a sharp drop in exports, particularly in technology-related sectors. The Tokyo Stock Exchange Index (TOPIX), a benchmark of the Japanese stock market, fell 6.86%. On the other hand, South Korea posted one of the best performances, as the Korea Composite Stock Price Index (KOSPI) jumped 11.30% during the past six months thanks to renewed strength in semiconductor demand. Latin American stocks rebounded in the second quarter of 2001, helping the Morgan Stanley Capital International Emerging Markets Free - Latin America Index record a 6.16% gain for the first half of the year.

U.S. Bond Markets

Investment-grade bonds extended their recent dominance over most major stock indexes for the six-month period ending June 30, 2001. The Lehman Brothers Aggregate Bond Index - a popular measure of taxable-bond performance - returned 3.62% during this time frame. Treasuries relinquished market leadership to the spread sectors, particularly corporate bonds, which stormed out of the gates in 2001. Still, the Lehman Brothers Treasury Index returned 1.95%. Overwhelming evidence of deteriorating economic growth spurred the Federal Reserve Board to aggressively ease interest rates, with a total of six cuts during the first six months of 2001. This strong positive signal of support for the economy triggered one of the best months ever for corporate bonds in January. Further yield spread tightening in the spring ensured top billing for the Lehman Brothers Credit Bond Index, which returned 5.38%. Agencies benefited from reduced political risk surrounding government-sponsored enterprises, while a still-robust housing market aided discount mortgage securities. The Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 3.06% and 3.78%, respectively. High-yield bonds also chipped in with a positive six-month return, despite a negative second quarter. Overall, the Merrill Lynch High Yield Master II Index gained 3.38% in the first half of 2001.

Foreign Bond Markets

In general, emerging-markets debt outperformed developed nation investment-grade government bonds during the past six months. The J.P. Morgan Emerging Markets Bond Index Global returned 5.82% in that time frame. Russia stood out among the index's top performers, helped by a continuation of economic reforms and several credit rating upgrades. Argentina was at the opposite end of the spectrum, plagued by its slumping economy and potential debt defaults. Meanwhile, international government bonds fell 6.78%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. European government bond performance was held back somewhat as the euro had a difficult time competing with the strong U.S. dollar.

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Initial Class shares will appear once the fund is a year old.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Aggressive Growth Portfolio - Initial Class on December 27, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $9,409 - a 5.91% decrease on the initial investment. For comparison, look at how the Russell Midcap® Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,695 - a 13.05% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Cabletron Systems, Inc.

2.3

Allergan, Inc.

1.7

Networks Associates, Inc.

1.5

Metro One Telecommunications, Inc.

1.4

IDEC Pharmaceuticals Corp.

1.3

8.2

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

45.4

Health Care

19.1

Consumer Discretionary

8.9

Energy

4.5

Financials

3.5

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

70.8%

Bonds

19.4%

Short-Term Investments and Net Other Assets

9.8%



* Foreign investments 3.9%

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

Note to shareholders: Rajiv Kaul (right) became Portfolio Manager of Aggressive Growth Portfolio on June 13, 2001. The following is an interview with Beso Sikharulidze (left), the fund's former Portfolio Manager, with additional comments from Rajiv Kaul.

Q. How did the fund perform, Beso?

B.S. For the six months that ended June 30, 2001, the fund outperformed both the Russell Midcap® Growth Index and the variable annuity mid-cap funds average tracked by Lipper Inc., which produced returns of -12.96% and -6.84%, respectively. From its inception on December 27, 2000, through June 30, 2001, the fund topped the Russell Midcap Growth Index, which returned -13.05%. Lipper does not calculate a life of fund comparison.

Q. To what do you attribute the fund's success relative to its benchmarks during the past six months?

B.S. Focusing solely on the highest-quality securities from the areas of the market with the highest growth potential was critical to our success. A good portion of our relative advantage came from the technology sector, which had a particularly difficult period overall, falling more than 22%. Despite investing about half of the fund's net assets on average in tech, a considerable overweighting relative to the Russell index, our holdings still outperformed by healthy margins. We further benefited from generally owning the right names within health care, along with two strong picks in consumer discretionary - namely amusement park operator Six Flags and broadcasting company Radio One. Finally, I added further exposure to convertible securities at the expense of pure equities, as more attractive situations emerged among convertibles as a result of the market's downturn. Prudently employing this asset class boosted the fund's total return potential by offering participation in equities on the upside, as well as downside protection in the form of a lofty bond yield cushion. This strategy paid off versus our peers, which tended to have very little, if any, exposure to convertible securities.

Q. What else can you tell us about your tech strategy and how it influenced performance?

B.S. Tech firms hit the wall early in the period as demand dried up and fundamentals deteriorated. As such, I continued to spend a lot of time scrutinizing the fund's holdings in order to upgrade the quality of the portfolio. I decreased the fund's overall tech weighting, while focusing my efforts on owning the perceived leaders in next-generation technology - firms that should have more cushion in down markets because they can still gain market share. Given a broad curtailment in business investment, it was necessary to hone in on tech providers that were bucking the downturn by providing the tools that - despite cuts in capital spending - companies had to buy. Getting businesses up and running on the Internet was critical to corporate customers, as was cost-cutting through improvements in both supply-chain and customer-relationship management. I turned to smaller-cap software providers such as Micromuse and Network Associates, which helped us during the period. Given the growing concerns about overcapacity, I shed most of our optical equipment and networking component manufacturers that performed poorly. Unfortunately, I was a little late in doing so with some of them. The stocks I held onto in this area had new, exciting technologies that were in demand. Sonus Networks and ONI Systems held up well, while Ciena got caught in the downdraft despite sound fundamentals. Critical Path was another notable detractor from performance.

Q. How about some of your moves within health care?

B.S. I continued to emphasize biotechnology companies that I felt housed the most attractive growth prospects. Despite the uncertainty surrounding most high-growth stocks during the period, the risks within the biotech industry remained generally constant. My experience following the health sector provided me with some great insights into finding quality biotech stocks with strong product pipelines. I uncovered several winners in this space, most notably Titan Pharmaceuticals and CuraGen.

Q. Turning to you Rajiv, what's your outlook?

R.K. I feel pretty good about the fund's positioning right now, with it having aggressive as well as defensive characteristics. I'm optimistic about the improving liquidity in the marketplace, induced by the Federal Reserve Board's aggressive attempts to stimulate growth in the economy. The markets historically have performed well when the Fed is easing interest rates. However, I remain cautious about company fundamentals in the near term, since it's still unclear as to when they will actually respond to the stimulus.

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


Fund Facts

Goal: seeks capital appreciation by investing primarily in common stocks

Start date: December 27, 2000

Size: as of June 30, 2001, more than
$6 million

Manager: Rajiv Kaul, since June 2001; joined Fidelity in 1996

3

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.2%

Automobiles - 0.5%

Harley-Davidson, Inc.

730

$ 34,368

Hotels, Restaurants & Leisure - 0.8%

International Game Technology (a)

640

40,160

Mandalay Resort Group (a)

350

9,590

Six Flags, Inc. (a)

231

4,860

54,610

Leisure Equipment & Products - 0.7%

Midway Games, Inc. (a)

2,500

46,250

Media - 2.5%

AOL Time Warner, Inc. (a)

110

5,830

Gemstar-TV Guide International, Inc. (a)

1,570

65,956

Macrovision Corp. (a)

200

13,616

Radio One, Inc. Class D (non-vtg.) (a)

3,180

68,529

Salem Communications Corp. Class A (a)

300

6,279

Univision Communications, Inc.
Class A (a)

100

4,278

164,488

Multiline Retail - 0.5%

BJ's Wholesale Club, Inc. (a)

400

21,304

JCPenney Co., Inc.

500

13,180

34,484

Specialty Retail - 1.2%

Abercrombie & Fitch Co. Class A (a)

1,060

47,170

Pacific Sunwear of California, Inc. (a)

1,400

31,668

78,838

TOTAL CONSUMER DISCRETIONARY

413,038

CONSUMER STAPLES - 1.6%

Food & Drug Retailing - 1.0%

CVS Corp.

10

386

Duane Reade, Inc. (a)

1,000

32,500

Rite Aid Corp. (a)

4,040

36,360

69,246

Personal Products - 0.6%

Avon Products, Inc.

110

5,091

Estee Lauder Companies, Inc. Class A

820

35,342

40,433

TOTAL CONSUMER STAPLES

109,679

ENERGY - 4.5%

Energy Equipment & Services - 4.5%

Baker Hughes, Inc.

2,600

87,100

BJ Services Co. (a)

260

7,379

Cooper Cameron Corp. (a)

560

31,248

Global Industries Ltd. (a)

90

1,181

Halliburton Co.

770

27,412

Hanover Compressor Co. (a)

30

993

Input/Output, Inc. (a)

440

5,588

Shares

Value (Note 1)

Pride International, Inc. (a)

310

$ 5,890

Smith International, Inc. (a)

810

48,519

Varco International, Inc. (a)

50

931

Weatherford International, Inc. (a)

1,770

84,960

301,201

FINANCIALS - 3.5%

Banks - 0.5%

Synovus Financial Corp.

1,140

35,773

Diversified Financials - 3.0%

Alliance Data Systems Corp.

2,300

34,500

Capital One Financial Corp.

630

37,800

E*TRADE Group, Inc. (a)

2,350

15,158

Household International, Inc.

650

43,355

Providian Financial Corp.

1,210

71,632

202,445

TOTAL FINANCIALS

238,218

HEALTH CARE - 14.1%

Biotechnology - 6.0%

Alkermes, Inc. (a)

1,510

52,744

Applera Corp. - Celera Genomics Group (a)

670

26,572

BioMarin Pharmaceutical, Inc. (a)

760

9,994

Corvas International, Inc. (a)

2,480

29,338

CuraGen Corp. (a)

510

18,743

Human Genome Sciences, Inc. (a)

180

10,742

IDEC Pharmaceuticals Corp. (a)

1,380

89,438

Invitrogen Corp. (a)

520

36,400

Medarex, Inc. (a)

310

7,294

Medimmune, Inc. (a)

1,000

47,420

Millennium Pharmaceuticals, Inc. (a)

200

6,780

Protein Design Labs, Inc. (a)

100

8,410

Serologicals Corp. (a)

100

2,125

Titan Pharmaceuticals, Inc. (a)

1,860

55,819

401,819

Health Care Equipment & Supplies - 1.8%

Align Technology, Inc.

3,680

29,477

DENTSPLY International, Inc.

830

36,894

Guidant Corp. (a)

450

16,200

St. Jude Medical, Inc. (a)

20

1,200

Steris Corp. (a)

1,970

39,499

Stryker Corp.

20

1,097

124,367

Health Care Providers & Services - 2.1%

AdvancePCS (a)

690

43,884

Andrx Group (a)

800

60,696

Priority Healthcare Corp. Class B (a)

350

9,902

Quest Diagnostics, Inc. (a)

20

1,497

Unilab Corp.

100

2,545

Urocor, Inc. (a)

1,280

19,878

138,402

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - 4.2%

Allergan, Inc.

1,340

$ 114,570

Bone Care International, Inc. (a)

770

20,382

Forest Laboratories, Inc. (a)

1,000

71,000

ImClone Systems, Inc. (a)

660

33,660

IVAX Corp. (a)

1,162

45,318

284,930

TOTAL HEALTH CARE

949,518

INDUSTRIALS - 3.2%

Commercial Services & Supplies - 3.1%

Cendant Corp. (a)

1,960

38,220

Concord EFS, Inc. (a)

620

34,435

Ecolab, Inc.

800

32,776

Learning Tree International, Inc. (a)

1,350

30,956

ProsoftTraining.com (a)

6,800

8,364

Robert Half International, Inc. (a)

1,100

27,379

The BISYS Group, Inc. (a)

580

34,742

206,872

Road & Rail - 0.1%

Landstar System, Inc. (a)

100

6,810

TOTAL INDUSTRIALS

213,682

INFORMATION TECHNOLOGY - 33.4%

Communications Equipment - 7.5%

Avocent Corp. (a)

100

2,243

Brocade Communications System, Inc. (a)

930

40,334

Cabletron Systems, Inc. (a)

6,800

155,369

CIENA Corp. (a)

1,850

70,430

Comverse Technology, Inc. (a)

820

47,240

Emulex Corp. (a)

500

19,500

Finisar Corp. (a)

1,940

36,103

ONI Systems Corp.

250

6,725

QUALCOMM, Inc. (a)

460

26,197

SBA Communications Corp. Class A (a)

1,540

35,851

Sonus Networks, Inc. (a)

1,360

30,831

Tekelec (a)

130

3,457

Tellium, Inc.

1,600

27,232

501,512

Computers & Peripherals - 0.8%

Lexmark International, Inc. Class A (a)

800

53,800

Electronic Equipment & Instruments - 2.4%

Millipore Corp.

600

37,188

Orbotech Ltd.

990

35,690

PerkinElmer, Inc.

920

25,328

SCI Systems, Inc. (a)

500

12,750

Symbol Technologies, Inc.

1,020

22,644

Waters Corp. (a)

1,095

30,233

163,833

Shares

Value (Note 1)

Internet Software & Services - 3.7%

ActivCard SA sponsored ADR (a)

90

$ 805

Braun Consulting, Inc. (a)

400

3,200

Check Point Software
Technologies Ltd. (a)

700

35,469

Docent, Inc.

4,000

29,400

Homestore.com, Inc. (a)

1,480

51,326

InterCept Group, Inc. (a)

1,120

41,048

IntraNet Solutions, Inc. (a)

890

32,574

Netegrity, Inc. (a)

270

8,627

Openwave Systems, Inc.

1,320

42,874

webMethods, Inc. (a)

320

6,707

252,030

IT Consulting & Services - 1.0%

Affiliated Computer Services, Inc.
Class A (a)

420

30,202

SunGard Data Systems, Inc. (a)

1,160

34,812

65,014

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

100

4,919

Semiconductor Equipment & Products - 5.7%

ASML Holding NV (NY Shares) (a)

1,300

29,315

Axcelis Technologies, Inc.

2,000

29,940

FEI Co. (a)

200

7,826

Integrated Circuit Systems, Inc. (a)

600

11,460

Integrated Device Technology, Inc. (a)

800

24,064

Intersil Corp. Class A (a)

240

8,208

KLA-Tencor Corp. (a)

1,000

58,700

LAM Research Corp. (a)

300

9,015

Marvell Technology Group Ltd.

1,080

29,160

QLogic Corp. (a)

810

52,172

STMicroelectronics NV (NY Shares)

900

30,600

Teradyne, Inc. (a)

150

4,965

TTM Technologies, Inc.

1,600

12,960

Varian Semiconductor Equipment Associates, Inc. (a)

800

32,480

Virage Logic Corp.

2,700

39,663

380,528

Software - 12.2%

Advent Software, Inc. (a)

710

46,150

Amdocs Ltd. (a)

570

30,695

BEA Systems, Inc. (a)

1,880

62,454

BMC Software, Inc. (a)

1,000

22,540

Cadence Design Systems, Inc. (a)

200

3,726

Citrix Systems, Inc. (a)

1,700

58,905

Computer Associates International, Inc.

40

1,440

Compuware Corp. (a)

2,760

37,702

Dendrite International, Inc. (a)

1,540

17,402

E.piphany, Inc. (a)

600

6,090

Electronic Arts, Inc. (a)

500

28,745

Inet Technologies, Inc. (a)

140

1,163

Informatica Corp. (a)

1,700

29,257

Infovista SA sponsored ADR (a)

2,000

10,500

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Legato Systems, Inc. (a)

720

$ 11,441

Mercury Interactive Corp. (a)

480

29,573

Micromuse, Inc. (a)

1,450

40,600

Microsoft Corp. (a)

60

4,321

NetIQ Corp. (a)

300

9,330

Networks Associates, Inc. (a)

8,140

100,773

Numerical Technologies, Inc. (a)

830

16,484

NVIDIA Corp. (a)

400

36,828

PeopleSoft, Inc. (a)

700

33,810

Peregrine Systems, Inc. (a)

1,250

38,263

Phoenix Technologies Ltd. (a)

100

1,400

Precise Software Solutions Ltd.

1,250

38,200

Symantec Corp. (a)

520

22,391

Take-Two Interactive Software, Inc. (a)

500

9,295

TIBCO Software, Inc. (a)

2,200

30,382

Vastera, Inc.

400

5,640

VERITAS Software Corp. (a)

520

35,318

820,818

TOTAL INFORMATION TECHNOLOGY

2,242,454

MATERIALS - 0.4%

Containers & Packaging - 0.3%

Peak International Ltd. (a)

3,440

22,016

Metals & Mining - 0.1%

Newmont Mining Corp.

380

7,072

TOTAL MATERIALS

29,088

TELECOMMUNICATION SERVICES - 1.4%

Wireless Telecommunication Services - 1.4%

Metro One Telecommunications, Inc. (a)

1,460

94,725

UTILITIES - 0.6%

Electric Utilities - 0.2%

AES Corp. (a)

240

10,332

Multi-Utilities - 0.4%

Dynegy, Inc. Class A

320

14,880

Enron Corp.

270

13,230

28,110

TOTAL UTILITIES

38,442

TOTAL COMMON STOCKS

(Cost $4,279,837)

4,630,045

Convertible Preferred Stocks - 1.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 1.9%

Media - 1.9%

Entercom Communication Capital Trust $3.125 TIDES

200

$ 13,150

Pegasus Communications Corp. $6.50

900

38,700

Radio One, Inc. $65.00

60

77,100

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $120,650)

128,950

Convertible Bonds - 19.4%

Moody's Ratings (unaudited) (d)

Principal Amount

CONSUMER DISCRETIONARY - 0.8%

Media - 0.4%

Getty Images, Inc.
5% 3/15/07

B2

$ 35,000

27,344

Specialty Retail - 0.4%

Office Depot, Inc. liquid yield option note
0% 12/11/07

Ba1

40,000

28,250

TOTAL CONSUMER DISCRETIONARY

55,594

HEALTH CARE - 5.0%

Biotechnology - 5.0%

Alkermes, Inc.
3.75% 2/15/07

-

40,000

29,750

Aviron 5.25% 2/1/08

-

30,000

33,488

CuraGen Corp.:

6% 2/2/07 (c)

CCC

7,000

6,007

6% 2/2/07

CCC

121,000

103,833

CV Therapeutics, Inc.
4.75% 3/7/07

-

30,000

31,735

Human Genome Sciences, Inc. 3.75% 3/15/07

CCC

105,000

85,575

Sepracor, Inc.
5% 2/15/07

-

67,000

45,058

335,446

INFORMATION TECHNOLOGY - 12.0%

Communications Equipment - 4.2%

CIENA Corp.
3.75% 2/1/08

Ba3

7,000

5,176

CommScope, Inc.
4% 12/15/06

Baa3

40,000

34,519

Natural MicroSystems Corp. 5% 10/15/05

CCC+

3,000

1,596

ONI Systems Corp.
5% 10/15/05

CCC

197,000

149,474

Redback Networks, Inc.
5% 4/1/07

CCC

62,000

37,123

Spectrasite Holdings, Inc. 6.75% 11/15/10

B3

40,000

25,400

Terayon Communication Systems, Inc. 5% 8/1/07

CCC

80,000

31,850

285,138

Convertible Bonds - continued

Moody's Ratings (unaudited) (d)

Principal Amount

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 0.5%

Sanmina Corp.
0% 9/12/20

Ba3

$ 87,000

$ 31,211

Semiconductor Equipment & Products - 5.2%

Amkor Technology, Inc.
5% 3/15/07

B2

28,000

21,842

Atmel Corp.
0% 5/23/21 (c)

-

80,000

30,900

Cymer, Inc.
7.25% 8/6/04

-

23,000

22,339

General Semiconductor, Inc. 5.75% 12/15/06

B2

35,000

31,894

International Rectifier Corp. 4.25% 7/15/07

B2

30,000

23,250

Kulicke & Soffa Industries, Inc. 4.75% 12/15/06

B3

30,000

28,688

S3, Inc. 5.75% 10/1/03

-

40,000

26,000

Semtech Corp.
4.5% 2/1/07

CCC+

40,000

39,500

Vitesse Semiconductor Corp. 4% 3/15/05

B2

153,000

123,165

347,578

Software - 2.1%

Arbor Software Corp.
4.5% 3/15/05

-

40,000

32,300

Cyras Systems, Inc.
4.5% 8/15/05 (c)

-

67,000

76,045

Rational Software Corp.
5% 2/1/07

-

30,000

31,465

139,810

TOTAL INFORMATION TECHNOLOGY

803,737

TELECOMMUNICATION SERVICES - 1.6%

Wireless Telecommunication Services - 1.6%

Aether Systems, Inc.
6% 3/22/05

CCC

128,000

75,776

Nextel Communications, Inc. 5.25% 1/15/10

B1

50,000

30,500

106,276

TOTAL CONVERTIBLE BONDS

(Cost $1,288,467)

1,301,053

Cash Equivalents - 10.1%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 41,014

$ 41,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

639,180

639,180

TOTAL CASH EQUIVALENTS

(Cost $680,180)

680,180

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $6,369,134)

6,740,228

NET OTHER ASSETS - (0.3)%

(17,288)

NET ASSETS - 100%

$ 6,722,940

Security Type Abbreviations

TIDES

-

Term Income Deferred Equity Securities

Legend

(a) Non-income producing

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

(c) 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 $112,952 or 1.7% of net assets.

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.5%

BBB

0.0%

Ba

1.0%

BB

0.9%

B

4.6%

B

5.2%

Caa

0.0%

CCC

7.9%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 5.3%. FMR has determined that unrated debt securities that are lower quality account for 5.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $10,666,026 and $5,990,617, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $123 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $6,431,782. Net unrealized appreciation aggregated $308,446, of which $675,223 related to appreciated investment securities and $366,777 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $3,000 all of which will expire on December 31, 2008.

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

Aggressive Growth Portfolio

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $41,000) (cost $6,369,134) - See accompanying schedule

$ 6,740,228

Cash

418

Receivable for investments sold

117,053

Receivable for fund shares sold

880

Dividends receivable

714

Interest receivable

24,672

Receivable from investment adviser for expense reductions

781

Total assets

6,884,746

Liabilities

Payable for investments purchased

$ 133,836

Payable for fund shares redeemed

1,362

Distribution fees payable

955

Other payables and
accrued expenses

25,653

Total liabilities

161,806

Net Assets

$ 6,722,940

Net Assets consist of:

Paid in capital

$ 6,284,485

Undistributed net investment income

22,706

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

44,655

Net unrealized appreciation (depreciation) on investments

371,094

Net Assets

$ 6,722,940

Initial Class:
Net Asset Value, offering price
and redemption price per share
($957,369 ÷ 101,846 shares)

$9.40

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,506,087 ÷ 159,685 shares)

$9.43

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,259,484 ÷ 453,881 shares)

$9.38

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,323

Interest

43,639

Total income

49,962

Expenses

Management fee

$ 10,164

Transfer agent fees

1,282

Distribution fees

2,791

Accounting fees and expenses

30,002

Non-interested
trustees' compensation

4

Custodian fees and expenses

7,378

Audit

9,561

Legal

1,054

Reports to Shareholders

13

Miscellaneous

15

Total expenses before reductions

62,264

Expense reductions

(36,017)

26,247

Net investment income

23,715

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

47,633

Foreign currency transactions

60

47,693

Change in net unrealized appreciation (depreciation) on:

Investment securities

366,553

Assets and liabilities in
foreign currencies

(4)

366,549

Net gain (loss)

414,242

Net increase (decrease) in net assets resulting from operations

$ 437,957

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

Semiannual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

December 27, 2000 (commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 23,715

$ 432

Net realized gain (loss)

47,693

(3,038)

Change in net unrealized appreciation (depreciation)

366,549

4,545

Net increase (decrease) in net assets resulting from operations

437,957

1,939

Distributions to shareholders from net investment income

(1,441)

-

Share transactions - net increase (decrease)

5,284,455

1,000,030

Total increase (decrease) in net assets

5,720,971

1,001,969

Net Assets

Beginning of period

1,001,969

-

End of period (including undistributed net investment income of $22,706 and $432, respectively)

$ 6,722,940

$ 1,001,969

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

72,086

$ 606,228

30,001

$ 300,010

Reinvested

29

300

-

-

Redeemed

(270)

(2,501)

-

-

Net increase (decrease)

71,845

$ 604,027

30,001

$ 300,010

Service Class
Sold

321,053

$ 3,092,882

30,001

$ 300,010

Reinvested

66

684

-

-

Redeemed

(191,435)

(1,957,329)

-

-

Net increase (decrease)

129,684

$ 1,136,237

30,001

$ 300,010

Service Class 2
Sold

442,685

$ 3,775,486

40,001

$ 400,010

Reinvested

44

457

-

-

Redeemed

(28,849)

(231,752)

-

-

Net increase (decrease)

413,880

$ 3,544,191

40,001

$ 400,010

Distributions
From net investment income
Initial Class

$ 300

$ -

Service Class

684

-

Service Class 2

457

-

Total

$ 1,441

$ -

A Share transactions are for the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

Aggressive Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.68) E, I

.02

Total from investment operations

(.61)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.40

$ 10.02

Total Return B, C

(6.10)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 957

$ 301

Ratio of expenses to average net assets before expense reductions

3.66% A

146.41% A, H

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.44% A, G

1.50% A

Ratio of net investment income to average net assets

1.63% A, I

5.50% A

Portfolio turnover rate

382% A

26% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.65) E, I

.02

Total from investment operations

(.58)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.43

$ 10.02

Total Return B, C

(5.80)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,506

$ 301

Ratio of expenses to average net assets before expense reductions

3.76% A

146.53% A, H

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.54% A, G

1.60% A

Ratio of net investment income to average net assets

1.53% A, I

5.37% A

Portfolio turnover rate

382% A

26% A

A Annualized

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

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

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

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 for Initial Class and $.05 for Service Class and decrease net realized and unrealized gain (loss) per share by $.05 for Initial Class and $.05 for Service Class. Without this change the Ratio of net investment income to average net assets would have been .51% for Initial Class and .41% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.06 I

.00

Net realized and unrealized gain (loss)

(.69) E, I

.02

Total from investment operations

(.63)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.38

$ 10.02

Total Return B, C

(6.30)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,259

$ 401

Ratio of expenses to average net assets before expense reductions

3.91% A

146.63% A, H

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.69% A, G

1.75% A

Ratio of net investment income to average net assets

1.38% A, I

5.24% A

Portfolio turnover rate

382% A

26% A

A Annualized

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

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

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

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 and decrease net realized and unrealized gain (loss) per share by $.05 . Without this change the Ratio of net investment income to average net assets would have been .26%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Aggressive Growth Portfolio

Fidelity® Variable Insurance Products: Asset ManagerSM Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Initial Class

-6.71%

9.13%

10.22%

Fidelity Asset Manager Composite

-2.67%

10.92%

10.59%

S&P 500 ®

-14.83%

14.48%

15.10%

LB Aggregate Bond

11.23%

7.48%

7.87%

LB 3 Month T-Bill

5.95%

5.48%

4.94%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

11.29%

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

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix.** To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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

** 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Variable Insurance Products: Asset Manager SM Portfolio - Initial Class on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $26,464 - a 164.64% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $40,819 over the same period - a 308.19% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,328 - a 113.28% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $27,372 - a 173.72% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

2.6

Exxon Mobil Corp.

2.0

Citigroup, Inc.

1.8

Microsoft Corp.

1.7

Pfizer, Inc.

1.7

9.8

Top Five Bond Issuers as of June 30, 2001

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

8.2

U.S. Treasury Obligations

3.5

Government National Mortgage Association

2.0

Freddie Mac

1.0

Federal Home Loan Bank

1.0

15.7

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

57.6%

Bond Class

38.5%

Short-Term Class

3.9%



* Foreign investments 4.9%

Asset Allocation in the pie chart reflects the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager Portfolio

Q. How did the fund perform, Bart?

A. For the six months that ended June 30, 2001, the fund trailed both the Fidelity Asset Manager Composite Index, which returned -1.48%, and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -2.87%. Similarly, for the one-year period that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -2.67% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence performance during the six-month period?

A. I continued to emphasize equities, allocating just over 57% - compared to 50% in a neutral weighting - to stocks on average during the period. Taking a longer-term view with this fund, I felt that I needed to maintain some extra exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. Overweighting bonds at the expense of cash was a plus, as was making a sizable out-of-benchmark allocation within the subportfolio to high-yield securities, which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the benchmark.

Q. What factors influenced the fund's equity holdings?

A. The quantitative models followed by Steve Snider - who directed the fund's equity investments - emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. The industrials sector provided us with a handful of winners, including data processing firm First Data Corporation and hotel franchiser Cendant. Health care also chipped in with drug manufacturers IVAX and Alza, which was acquired by Johnson & Johnson in June. On the down side, we suffered from being underexposed to consumer discretionary stocks, the market's top-performing sector during the period. Most of the damage came from underweighting Time Warner and AOL in January, when both stocks surged prior to their merger. Finally, while having less exposure to the lagging technology sector than the index helped, several key holdings - most notably Comverse Technology and Adobe - significantly dampened returns. We trailed our Lipper peers, because they tended to be even more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. In the high-yield portion of the fund, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

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


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2001, more than $3.8 billion

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 51.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

942

$ 3,533

Automobiles - 0.5%

Ford Motor Co.

650,000

15,957,500

Harley-Davidson, Inc.

100,000

4,708,000

20,665,500

Hotels, Restaurants & Leisure - 0.7%

Carnival Corp.

200,000

6,140,000

Darden Restaurants, Inc.

151,600

4,229,640

International Game Technology (a)

150,000

9,412,500

MGM Mirage, Inc. (a)

100,000

2,996,000

Starbucks Corp. (a)

200,000

4,402,000

27,180,140

Household Durables - 0.3%

Pulte Homes, Inc.

80,000

3,410,400

Toll Brothers, Inc. (a)

75,000

2,948,250

Whirlpool Corp.

75,000

4,687,500

11,046,150

Leisure Equipment & Products - 0.1%

Mattel, Inc.

200,000

3,784,000

Media - 0.5%

McGraw-Hill Companies, Inc.

56,000

3,704,400

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

3,742

22,452

Walt Disney Co.

459,600

13,277,844

17,004,696

Multiline Retail - 1.9%

BJ's Wholesale Club, Inc. (a)

90,000

4,793,400

Federated Department Stores, Inc. (a)

225,000

9,562,500

Kohls Corp. (a)

125,000

7,841,250

Sears, Roebuck & Co.

334,600

14,156,926

The May Department Stores Co.

400,000

13,704,000

Wal-Mart Stores, Inc.

466,600

22,770,080

72,828,156

Specialty Retail - 0.9%

Home Depot, Inc.

324,300

15,096,165

Talbots, Inc.

155,000

6,781,250

Tiffany & Co., Inc.

155,800

5,643,076

Venator Group, Inc. (a)

500,000

7,650,000

35,170,491

Textiles & Apparel - 0.4%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

9,081,000

Reebok International Ltd. (a)

200,000

6,390,000

15,682,125

TOTAL CONSUMER DISCRETIONARY

203,364,791

CONSUMER STAPLES - 4.1%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

898,400

37,014,080

Shares

Value (Note 1)

Pepsi Bottling Group, Inc.

389,800

$ 15,630,980

PepsiCo, Inc.

450,000

19,890,000

The Coca-Cola Co.

425,000

19,125,000

91,660,060

Food & Drug Retailing - 0.4%

Safeway, Inc. (a)

150,000

7,200,000

Sysco Corp.

280,000

7,602,000

14,802,000

Food Products - 0.4%

Quaker Oats Co.

184,000

16,790,000

Household Products - 0.6%

Colgate-Palmolive Co.

270,000

15,927,300

Kimberly-Clark Corp.

130,000

7,267,000

23,194,300

Tobacco - 0.3%

Philip Morris Companies, Inc.

160,000

8,120,000

RJ Reynolds Tobacco Holdings, Inc.

50,000

2,730,000

10,850,000

TOTAL CONSUMER STAPLES

157,296,360

ENERGY - 4.0%

Energy Equipment & Services - 0.4%

BJ Services Co. (a)

346,000

9,819,480

Helmerich & Payne, Inc.

80,000

2,465,600

Nabors Industries, Inc. (a)

100,000

3,720,000

16,005,080

Oil & Gas - 3.6%

Amerada Hess Corp.

55,000

4,444,000

Apache Corp.

151,900

7,708,925

Chevron Corp.

188,200

17,032,100

EOG Resources, Inc.

130,000

4,621,500

Exxon Mobil Corp.

869,875

75,983,581

Royal Dutch Petroleum Co. (NY Shares)

450,000

26,221,500

Valero Energy Corp.

80,000

2,942,400

138,954,006

TOTAL ENERGY

154,959,086

FINANCIALS - 10.6%

Banks - 1.8%

Bank of America Corp.

270,000

16,208,100

Bank of New York Co., Inc.

130,000

6,240,000

Golden West Financial Corp.

428,700

27,539,688

PNC Financial Services Group, Inc.

130,000

8,552,700

Washington Mutual, Inc.

300,000

11,265,000

69,805,488

Diversified Financials - 6.6%

American Express Co.

292,500

11,349,000

Citigroup, Inc.

1,301,066

68,748,327

Countrywide Credit Industries, Inc.

105,000

4,817,400

Fannie Mae

450,000

38,317,500

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Freddie Mac

125,000

$ 8,750,000

Goldman Sachs Group, Inc.

50,000

4,290,000

J.P. Morgan Chase & Co.

530,750

23,671,450

Lehman Brothers Holdings, Inc.

303,200

23,573,800

MBNA Corp.

200,000

6,590,000

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

346,800

22,274,964

Providian Financial Corp.

171,900

10,176,480

USA Education, Inc.

100,000

7,300,000

251,165,221

Insurance - 2.2%

AFLAC, Inc.

360,000

11,336,400

Allstate Corp.

185,000

8,138,150

American International Group, Inc.

350,000

30,100,000

Everest Re Group Ltd.

50,000

3,740,000

Marsh & McLennan Companies, Inc.

173,600

17,533,600

MGIC Investment Corp.

95,800

6,958,912

Old Republic International Corp.

75,000

2,175,000

PMI Group, Inc.

65,000

4,722,900

84,704,962

TOTAL FINANCIALS

405,675,671

HEALTH CARE - 8.4%

Biotechnology - 0.4%

Amgen, Inc. (a)

260,700

16,176,435

Health Care Equipment & Supplies - 0.3%

Baxter International, Inc.

150,000

7,350,000

Stryker Corp.

75,000

4,113,750

11,463,750

Health Care Providers & Services - 2.4%

Cardinal Health, Inc.

37,500

2,587,500

CIGNA Corp.

260,600

24,970,692

HCA - The Healthcare Co.

370,000

16,720,300

Oxford Health Plans, Inc. (a)

215,000

6,149,000

Tenet Healthcare Corp. (a)

80,000

4,127,200

UnitedHealth Group, Inc.

433,600

26,774,800

Universal Health Services, Inc. Class B (a)

70,000

3,185,000

Wellpoint Health Networks, Inc. (a)

70,000

6,596,800

91,111,292

Pharmaceuticals - 5.3%

Allergan, Inc.

85,000

7,267,500

Bristol-Myers Squibb Co.

380,000

19,874,000

Eli Lilly & Co.

200,000

14,800,000

Forest Laboratories, Inc. (a)

160,000

11,360,000

IVAX Corp. (a)

300,000

11,700,000

Johnson & Johnson

759,200

37,960,000

Merck & Co., Inc.

406,000

25,947,460

Shares

Value (Note 1)

Pfizer, Inc.

1,577,200

$ 63,166,860

Pharmacia Corp.

200,000

9,190,000

201,265,820

TOTAL HEALTH CARE

320,017,297

INDUSTRIALS - 6.4%

Aerospace & Defense - 2.0%

Boeing Co.

309,600

17,213,760

General Dynamics Corp.

250,000

19,452,500

Lockheed Martin Corp.

300,000

11,115,000

United Technologies Corp.

362,406

26,549,864

74,331,124

Commercial Services & Supplies - 1.0%

Cendant Corp. (a)

500,000

9,750,000

First Data Corp.

302,900

19,461,325

Waste Management, Inc.

275,000

8,475,500

37,686,825

Industrial Conglomerates - 3.4%

General Electric Co.

2,048,100

99,844,875

Minnesota Mining & Manufacturing Co.

100,200

11,432,820

Tyco International Ltd.

360,000

19,620,000

130,897,695

TOTAL INDUSTRIALS

242,915,644

INFORMATION TECHNOLOGY - 9.1%

Communications Equipment - 1.9%

ADC Telecommunications, Inc. (a)

866,000

5,958,080

Cisco Systems, Inc. (a)

1,174,000

22,740,380

Comverse Technology, Inc. (a)

312,400

17,997,364

Corning, Inc.

360,000

6,015,600

McDATA Corp. Class A (a)

14,222

283,729

Motorola, Inc.

571,051

9,456,605

Nortel Networks Corp.

590,000

5,363,100

Scientific-Atlanta, Inc.

80,000

3,248,000

71,062,858

Computers & Peripherals - 1.8%

EMC Corp. (a)

386,400

11,224,920

Hewlett-Packard Co.

340,000

9,724,000

International Business Machines Corp.

319,400

36,092,200

Sun Microsystems, Inc. (a)

812,200

13,157,640

70,198,760

Electronic Equipment & Instruments - 0.2%

Thermo Electron Corp. (a)

240,000

5,284,800

Waters Corp. (a)

100,000

2,761,000

8,045,800

IT Consulting & Services - 0.2%

Electronic Data Systems Corp.

130,000

8,125,000

Semiconductor Equipment & Products - 2.0%

Advanced Micro Devices, Inc. (a)

400,000

11,552,000

Integrated Device Technology, Inc. (a)

100,000

3,008,000

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Intel Corp.

1,203,200

$ 36,685,568

KLA-Tencor Corp. (a)

80,000

4,696,000

LAM Research Corp. (a)

75,300

2,262,765

Texas Instruments, Inc.

580,800

18,295,200

76,499,533

Software - 3.0%

Adobe Systems, Inc.

530,800

24,921,060

BEA Systems, Inc. (a)

75,000

2,491,500

Microsoft Corp. (a)

897,700

64,643,377

Oracle Corp. (a)

1,010,800

19,872,328

Sybase, Inc. (a)

200,000

3,290,000

115,218,265

TOTAL INFORMATION TECHNOLOGY

349,150,216

MATERIALS - 0.2%

Chemicals - 0.2%

Sigma Aldrich Corp.

150,000

6,075,000

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 1.2%

BellSouth Corp.

502,300

20,227,621

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

8,150

8,150

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

1,740

5,220

Qwest Communications International, Inc.

558,495

17,799,236

Verizon Communications

175,000

9,362,500

47,402,727

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(g)

2,845

56,900

TOTAL TELECOMMUNICATION SERVICES

47,459,627

UTILITIES - 2.6%

Electric Utilities - 1.6%

Calpine Corp. (a)

70,000

2,646,000

CMS Energy Corp.

230,000

6,405,500

Duke Energy Corp.

80,000

3,120,800

Entergy Corp.

150,000

5,758,500

FPL Group, Inc.

250,000

15,052,500

Pinnacle West Capital Corp.

112,500

5,332,500

PPL Corp.

128,500

7,067,500

Public Service Enterprise Group, Inc.

170,100

8,317,890

Reliant Energy, Inc.

190,000

6,119,900

59,821,090

Gas Utilities - 0.1%

El Paso Corp.

100,000

5,254,000

Shares

Value (Note 1)

Multi-Utilities - 0.9%

Dynegy, Inc. Class A

180,000

$ 8,370,000

Energy East Corp.

408,100

8,533,371

Enron Corp.

319,800

15,670,200

32,573,571

TOTAL UTILITIES

97,648,661

TOTAL COMMON STOCKS

(Cost $1,841,552,161)

1,984,562,353

Preferred Stocks - 1.0%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (g)

132,243

2,645

Nonconvertible Preferred Stocks - 1.0%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

97,879

10,424,114

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

367

337,640

PRIMEDIA, Inc. Series D, $10.00

13,685

1,067,430

11,829,184

FINANCIALS - 0.1%

Insurance - 0.1%

American Annuity Group Capital Trust II $88.75

1,490

1,482,130

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Crown Castle International Corp. $127.50 pay-in-kind

5,113

4,218,225

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.2%

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

8,239

8,156,610

Wireless Telecommunication Services - 0.3%

Dobson Communications Corp.:

$122.50 pay-in-kind

960

777,600

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Dobson Communications Corp.: - continued

$130.00 pay-in-kind

729

$ 641,520

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

16,371

9,331,470

10,750,590

TOTAL TELECOMMUNICATION SERVICES

18,907,200

TOTAL NONCONVERTIBLE PREFERRED STOCKS

36,436,739

TOTAL PREFERRED STOCKS

(Cost $43,850,301)

36,439,384

Corporate Bonds - 18.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 4,940,000

4,754,750

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.3%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

300,000

305,250

Tenet Healthcare Corp.
6% 12/1/05

B1

4,710,000

4,512,769

Total Renal Care Holdings:

7% 5/15/09 (g)

B3

2,940,000

2,785,650

7% 5/15/09

B2

3,970,000

3,761,575

11,365,244

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

6,410,000

2,299,588

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

1,745,000

1,223,681

TOTAL INFORMATION TECHNOLOGY

3,523,269

TOTAL CONVERTIBLE BONDS

19,643,263

Nonconvertible Bonds - 17.6%

CONSUMER DISCRETIONARY - 4.9%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

1,170,000

1,185,982

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

$ 430,000

$ 262,300

TRW, Inc. 8.75% 5/15/06

Baa2

1,910,000

2,041,809

3,490,091

Hotels, Restaurants & Leisure - 1.3%

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

B2

4,010,000

4,090,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

5,195,000

5,031,695

HMH Properties, Inc. 7.875% 8/1/08

Ba2

5,860,000

5,508,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,585,000

5,612,925

ITT Corp.
7.375% 11/15/15

Ba1

1,320,000

1,204,500

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

512,050

10.25% 8/1/07

Ba3

2,020,000

2,110,900

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

415,000

432,928

9.75% 6/1/07

Ba2

3,655,000

3,901,713

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

8,111,338

9.75% 6/15/07

B3

1,760,000

1,782,000

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

2,300,000

2,192,958

Station Casinos, Inc.:

8.375% 2/15/08 (g)

Ba3

1,500,000

1,507,500

8.375% 2/15/08

Ba3

2,370,000

2,381,850

Sun International Hotels Ltd./Sun International North America, Inc. yankee
8.625% 12/15/07

B1

1,630,000

1,636,113

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

Ba1

1,790,000

1,825,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

3,603,000

3,855,210

51,698,080

Household Durables - 0.2%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

2,480,000

2,467,600

8.875% 4/1/08

Ba3

325,000

326,625

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

B1

1,340,000

1,326,600

Sealy Mattress Co.
9.875% 12/15/07

B2

2,895,000

2,837,100

6,957,925

Media - 2.9%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

1,845,000

1,808,100

10.875% 10/1/10

B2

1,515,000

1,530,150

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

$ 1,355,000

$ 1,205,950

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,662,847

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

Ba1

3,740,000

3,697,962

Callahan Nordrhein Westfalen
0% 7/15/10 (e)(g)

B3

720,000

252,000

Century Communications Corp. 0% 1/15/08

B2

170,000

80,750

Chancellor Media Corp.
8% 11/1/08

Ba1

1,290,000

1,333,538

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

0% 1/15/10 (e)

B2

565,000

378,550

0% 4/1/11 (e)

B2

8,375,000

5,653,125

0% 5/15/11 (e)(g)

B2

2,950,000

1,681,500

10% 4/1/09

B2

3,300,000

3,341,250

10% 5/15/11 (g)

B2

1,640,000

1,656,400

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

1,625,000

1,397,500

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

3,177,381

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

A3

5,975,000

6,433,223

CSC Holdings, Inc.:

7.625% 4/1/11 (g)

Ba1

2,290,000

2,192,675

9.25% 11/1/05

Ba3

280,000

287,000

9.875% 5/15/06

Ba3

724,000

756,580

9.875% 4/1/23

B1

1,370,000

1,465,900

10.5% 5/15/16

Ba3

1,130,000

1,254,300

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

3,230,000

1,808,800

11.75% 12/15/05

B2

3,000,000

2,010,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

4,485,000

4,417,725

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,615,275

9.25% 11/1/07

B1

1,020,000

1,040,400

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

345,000

326,025

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (e)

B2

$ 2,275,000

$ 2,326,188

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp.
0% 9/15/07 (e)

Caa1

620,000

635,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

1,910,000

1,910,000

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,200,000

2,799,552

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

B2

1,270,000

857,250

K-III Communications Corp. 8.5% 2/1/06

Ba3

465,000

439,425

Lamar Media Corp.:

9.25% 8/15/07

B1

2,275,000

2,348,938

9.625% 12/1/06

B1

2,805,000

2,959,275

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

4,042,860

8% 10/17/16

Baa3

2,450,000

2,471,266

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

2,010,000

2,010,000

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

B3

5,370,000

2,470,200

Paramount Communications, Inc. 7.5% 1/15/02

A3

1,785,000

1,812,096

Pegasus Communications Corp. 9.625% 10/15/05

B3

2,170,000

1,931,300

Pegasus Satellite
Communication, Inc.:

0% 3/1/07 (e)

Caa1

5,740,000

3,329,200

12.375% 8/1/06

B3

875,000

800,625

Quebecor Media, Inc. 11.125% 7/15/11 (g)

B2

4,160,000

4,149,600

Radio One, Inc.
8.875% 7/1/11 (g)

B3

5,840,000

5,840,000

TCI Communications, Inc. 9.8% 2/1/12

A3

4,550,000

5,415,137

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

B3

7,848,000

6,042,960

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

1,550,000

1,661,259

111,717,537

Multiline Retail - 0.3%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

3,015,720

8.5% 6/15/03

Baa1

2,580,000

2,719,062

JCPenney Co., Inc.:

6% 5/1/06

Ba2

445,000

369,350

6.125% 11/15/03

Ba2

130,000

123,500

6.9% 8/15/26

Ba2

1,105,000

1,060,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

JCPenney Co., Inc.: - continued

7.375% 6/15/04

Ba2

$ 420,000

$ 401,100

7.375% 8/15/08

Ba2

135,000

120,150

7.4% 4/1/37

Ba2

455,000

418,600

7.6% 4/1/07

Ba2

135,000

124,875

7.95% 4/1/17

Ba2

205,000

166,050

Kmart Corp.
9.375% 2/1/06

Baa3

3,730,000

3,636,750

12,155,957

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

3,110,000

3,208,836

TOTAL CONSUMER DISCRETIONARY

189,228,426

CONSUMER STAPLES - 0.8%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

4,390,000

4,332,579

Rite Aid Corp.:

6.125% 12/15/08 (g)

Caa2

1,350,000

1,026,000

6.5% 10/1/03 (g)(i)

Caa2

320,000

304,000

6.875% 8/15/13

Caa2

855,000

632,700

7.625% 4/15/05

Caa2

1,845,000

1,605,150

11.25% 7/1/08 (g)

Caa2

2,660,000

2,679,950

10,580,379

Food Products - 0.3%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

3,200,000

3,259,488

Del Monte Corp.
9.25% 5/15/11 (g)

B3

1,685,000

1,701,850

Kellogg Co.
6.6% 4/1/11 (g)

Baa2

1,490,000

1,443,438

Nabisco, Inc.
6.85% 6/15/05

A2

3,930,000

4,017,325

10,422,101

Personal Products - 0.0%

Playtex Products, Inc. 9.375% 6/1/11 (g)

B2

1,105,000

1,121,575

Tobacco - 0.2%

Philip Morris Companies, Inc. 7% 7/15/05

A2

3,955,000

4,059,293

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

Baa2

3,500,000

3,550,610

7,609,903

TOTAL CONSUMER STAPLES

29,733,958

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

ENERGY - 0.5%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (g)

B1

$ 310,000

$ 297,600

Oil & Gas - 0.5%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

890,000

872,200

8.125% 4/1/11 (g)

B2

2,460,000

2,300,100

8.5% 3/15/12

B2

2,600,000

2,548,000

Nuevo Energy Co.
9.375% 10/1/10

B1

1,980,000

1,960,200

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,206,956

8.375% 7/15/04

Baa1

2,335,000

2,480,961

Petro-Canada yankee
7% 11/15/28

A3

1,290,000

1,235,768

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

2,146,622

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

B2

1,915,000

1,972,450

18,723,257

TOTAL ENERGY

19,020,857

FINANCIALS - 4.7%

Banks - 1.4%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,120,000

1,189,798

Bank One Corp.
7.875% 8/1/10

A1

7,050,000

7,556,825

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,736,431

Capital One Bank:

6.375% 2/15/03

Baa2

2,870,000

2,875,970

6.48% 6/28/02

Baa2

1,740,000

1,742,714

6.65% 3/15/04

Baa3

2,320,000

2,307,542

Commonwealth Bank of Australia yankee
8.5% 6/1/10

Aa3

1,700,000

1,897,863

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

8,340,000

8,615,220

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,730,000

1,811,864

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,850,970

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

500,000

516,195

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,235,638

7.125% 4/22/04

Baa2

2,015,000

2,073,354

7.375% 9/17/04

Baa2

615,000

638,868

Long Island Savings Bank FSB 7% 6/13/02

Baa3

3,400,000

3,447,328

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

2,075,146

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

$ 3,230,000

$ 3,385,040

9.118% 3/31/49

A1

2,655,000

2,934,572

Union Planters Corp.
7.75% 3/1/11

Baa2

3,160,000

3,263,648

55,154,986

Diversified Financials - 2.5%

Abbey National
Capital Trust I
8.963% 12/29/49 (f)

Aa3

515,000

566,552

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

A3

4,250,000

4,314,898

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,222,660

6.6% 5/15/05

A2

4,410,000

4,402,856

Associates Corp. of North America 5.8% 4/20/04

Aa3

4,880,000

4,923,871

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

2,130,000

2,170,449

CanWest Media, Inc. 10.625% 5/15/11 (g)

B2

620,000

627,750

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

Baa3

5,040,000

4,537,210

Cellco Finance NV yankee:

12.75% 8/1/05

B3

2,345,000

1,876,000

15% 8/1/05

Caa1

620,000

520,800

CIT Group, Inc.
5.5% 2/15/04

A2

680,000

671,928

Citigroup, Inc.
7.25% 10/1/10

Aa3

7,335,000

7,614,097

ComEd Financing II
8.5% 1/15/27

Baa3

2,800,000

2,731,960

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

3,950,000

4,040,297

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

590,000

262,550

7% 12/15/06

Caa3

290,000

113,100

Crown Cork & Seal Finance SA yankee
6.75% 12/15/03

Caa3

1,080,000

486,000

Details Capital Corp.
0% 11/15/07 (e)

B3

505,000

484,800

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

755,000

762,550

Ford Motor Credit Co.:

7.375% 2/1/11

A2

1,150,000

1,166,825

7.5% 3/15/05

A2

3,850,000

4,000,304

7.875% 6/15/10

A2

1,690,000

1,772,235

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

General Motors Acceptance Corp. 6.75% 1/15/06

A2

$ 1,290,000

$ 1,315,542

Household Finance Corp. 6.5% 1/24/06

A2

3,100,000

3,151,553

HSBC Capital Funding LP:

9.547% 12/31/49 (f)(g)

A1

1,600,000

1,802,048

10.176% 12/31/49 (f)(g)

A1

2,600,000

3,201,796

IOS Capital, Inc.
9.75% 6/15/04

Baa2

1,690,000

1,681,550

Mediacom Broadband LLC/Mediacm Broadband Corp. 11% 7/15/13 (g)

B2

1,520,000

1,550,400

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

A2

1,315,000

1,343,443

NiSource Finance Corp. 7.875% 11/15/10

Baa2

4,065,000

4,278,778

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

5,950,000

5,057,500

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

B2

870,000

904,800

Salomon Smith Barney Holdings, Inc.
5.875% 3/15/06

Aa3

4,580,000

4,542,673

SESI LLC 8.875% 5/15/11 (g)

B1

2,550,000

2,524,500

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

1,080,000

991,375

6.875% 11/15/28

Baa1

1,980,000

1,663,952

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,510,000

2,524,658

6.75% 5/15/09

Baa1

3,925,000

3,718,898

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

3,100,000

3,354,448

93,877,606

Real Estate - 0.8%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,576,660

7.125% 3/15/04

Baa2

4,200,000

4,202,058

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,988,763

EOP Operating LP:

6.375% 2/15/03

Baa1

3,600,000

3,657,564

6.75% 2/15/08

Baa1

1,590,000

1,565,053

7.75% 11/15/07

Baa1

3,220,000

3,401,028

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,510,425

7.1% 6/23/04

A3

3,980,000

4,107,917

LNR Property Corp.
10.5% 1/15/09

B1

2,425,000

2,425,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Meditrust Corp.
7.82% 9/10/26

Ba3

$ 2,215,000

$ 2,126,400

WCI Communities, Inc. 10.625% 2/15/11 (g)

B1

2,110,000

2,199,675

29,760,543

TOTAL FINANCIALS

178,793,135

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

655,000

618,975

Health Care Providers & Services - 0.3%

DaVita, Inc.
9.25% 4/15/11 (g)

B2

725,000

743,125

Fountain View, Inc.
11.25% 4/15/08 (d)

Caa1

2,330,000

1,118,400

Medpartners, Inc.
7.375% 10/1/06

Ba3

1,020,000

999,600

Stewart Enterprises, Inc. 10.75% 7/1/08 (g)

B2

1,960,000

2,018,800

Tenet Healthcare Corp.:

8.125% 12/1/08

Ba3

465,000

476,625

8.625% 12/1/03

Ba1

815,000

843,525

Triad Hospitals, Inc.
8.75% 5/1/09 (g)

B1

2,325,000

2,377,313

Unilab Corp.
12.75% 10/1/09

B3

725,000

841,000

9,418,388

TOTAL HEALTH CARE

10,037,363

INDUSTRIALS - 1.3%

Aerospace & Defense - 0.1%

Alliant Techsystems, Inc. 8.5% 5/15/11 (g)

B2

3,465,000

3,499,650

Airlines - 0.1%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

1,110,000

1,125,011

7.73% 9/15/12

Baa1

391,300

389,059

Delta Air Lines, Inc. pass thru trust certificate
7.57% 11/18/10

Aa2

895,000

941,459

2,455,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

$ 375,000

$ 373,125

7.625% 1/1/06

Ba3

2,900,000

2,856,500

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

Caa1

1,055,000

1,033,900

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

1,098,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

325,000

324,188

8.625% 4/1/13

B2

1,320,000

1,320,000

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

B2

510,000

507,450

Pierce Leahy Corp.
9.125% 7/15/07

B2

705,000

729,675

8,242,838

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

2,140,000

2,268,400

Numatics, Inc.
9.625% 4/1/08

Caa2

170,000

107,100

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

3,790,000

3,758,316

6,133,816

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (g)

Ba2

2,990,000

3,034,850

Road & Rail - 0.7%

Canadian National Railway Co. yankee
6.9% 7/15/28

Baa2

3,390,000

3,149,141

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,309,348

6.46% 6/22/05

Baa2

5,120,000

5,181,440

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,760,840

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

5,450,000

4,632,500

10.25% 6/15/07

B1

3,765,000

3,652,050

25,685,319

TOTAL INDUSTRIALS

49,052,002

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

1,873,373

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

5,970,000

2,388,000

4,261,373

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 3,700,000

$ 3,760,606

IT Consulting & Services - 0.1%

Comdisco, Inc.
6.375% 11/30/01

Caa1

3,995,000

3,036,200

Semiconductor Equipment & Products - 0.0%

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

B3

3,000,000

2,580,000

TOTAL INFORMATION TECHNOLOGY

13,638,179

MATERIALS - 0.7%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

3,955,000

3,935,225

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

Caa1

4,485,000

2,780,700

IMC Global, Inc.
7.4% 11/1/02

Ba2

470,000

445,325

7,161,250

Containers & Packaging - 0.2%

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

B2

410,000

412,050

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

265,000

127,200

7.125% 9/1/02

Caa3

1,630,000

937,250

7.375% 12/15/26

Caa3

555,000

205,350

8% 4/15/23

Caa3

120,000

44,400

8.375% 1/15/05

Caa3

775,000

310,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,445,000

1,540,350

9.75% 6/15/07

Caa1

3,675,000

2,315,250

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

B1

2,185,000

2,316,100

8,207,950

Metals & Mining - 0.2%

Century Aluminum Co. 11.75% 4/15/08 (g)

Ba3

160,000

168,000

P&L Coal Holdings Corp.:

8.875% 5/15/08

Ba3

170,000

177,225

9.625% 5/15/08

B2

1,552,000

1,629,600

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

5,060,000

4,991,690

6,966,515

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 3,320,000

$ 3,220,400

Riverwood International Corp.
10.625% 8/1/07 (g)

B3

1,700,000

1,742,500

4,962,900

TOTAL MATERIALS

27,298,615

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 1.6%

AT&T Corp. 6.5% 3/15/29

A2

3,685,000

3,137,483

British Telecommunications PLC 7.875% 12/15/05

Baa1

2,920,000

3,075,148

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

Baa1

3,020,000

3,239,916

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

2,900,000

2,957,710

9.25% 5/15/11

Baa2

3,785,000

3,920,692

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

A3

2,580,000

2,617,539

France Telecom SA:

7.2% 3/1/06 (g)

A3

1,590,000

1,637,716

8.5% 3/1/31 (g)

A3

1,610,000

1,683,722

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

2,430,000

2,144,475

0% 3/1/09 (e)

B3

1,410,000

1,029,300

8.5% 1/15/08

B2

640,000

624,000

8.6% 6/1/08

B2

90,000

87,750

8.875% 11/1/07

B2

50,000

48,750

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

3,410,000

3,379,685

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

Caa1

7,505,000

2,101,400

Nextel International, Inc. 12.75% 8/1/10

Caa1

895,000

277,450

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

Baa1

5,540,000

5,450,584

Telefonica Europe BV
8.25% 9/15/30

A2

2,760,000

2,895,737

Telefonos de Mexico SA de CV 8.25% 1/26/06 (g)

Baa3

2,720,000

2,801,600

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

340,000

331,911

TELUS Corp. yankee
8% 6/1/11

Baa2

3,525,000

3,584,573

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

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

B3

$ 6,155,000

$ 3,754,550

0% 5/1/08 (e)

B3

9,805,000

7,745,950

58,527,641

Wireless Telecommunication Services - 1.4%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (g)

Baa2

560,000

561,400

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,235,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

9,795,000

9,746,025

Horizon PCS, Inc.
0% 10/1/10 (e)

Caa1

2,845,000

1,081,100

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

Caa1

4,570,000

3,975,900

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

10,764,600

0% 2/15/08 (e)

B1

840,000

546,000

Orange PLC yankee
9% 6/1/09

A3

3,455,000

3,593,200

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

2,966,700

10.625% 7/15/10

B3

715,000

664,950

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

Baa1

13,420,000

11,004,400

10.375% 11/15/09

Baa1

7,440,000

8,481,600

54,620,875

TOTAL TELECOMMUNICATION SERVICES

113,148,516

UTILITIES - 1.1%

Electric Utilities - 0.9%

AES Corp.:

9.375% 9/15/10

Ba1

4,480,000

4,480,000

9.5% 6/1/09

Ba1

1,165,000

1,185,388

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,627,241

6.73% 12/11/02 (g)

Baa2

4,910,000

4,934,697

CMS Energy Corp.:

7.5% 1/15/09

Ba3

985,000

920,975

8.375% 7/1/03

Ba3

1,755,000

1,737,450

9.875% 10/15/07

Ba3

1,655,000

1,721,200

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Hydro-Quebec yankee 8.4% 3/28/25

A2

$ 2,620,000

$ 3,061,905

Illinois Power Co.
7.5% 6/15/09

Baa1

1,880,000

1,907,993

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,496,130

7.875% 12/15/26 (g)

A3

1,960,000

1,774,937

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

675,000

533,250

7.05% 3/1/24

B3

340,000

272,000

7.875% 3/1/02

B3

790,000

718,900

PSI Energy, Inc.
6.65% 6/15/06 (g)

A3

2,055,000

2,034,462

Texas Utilities Co.
6.375% 1/1/08

Baa3

390,000

376,159

32,782,687

Gas Utilities - 0.1%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

885,000

873,672

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

2,550,000

2,663,144

Sempra Energy
7.95% 3/1/10

A2

1,210,000

1,198,735

4,735,551

Multi-Utilities - 0.1%

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

Baa2

3,370,000

3,370,000

TOTAL UTILITIES

40,888,238

TOTAL NONCONVERTIBLE BONDS

670,839,289

TOTAL CORPORATE BONDS

(Cost $703,971,959)

690,482,552

U.S. Government and Government Agency Obligations - 6.1%

U.S. Government Agency Obligations - 2.3%

Fannie Mae:

5.25% 6/15/06

Aaa

4,720,000

4,652,126

5.5% 5/2/06

AA-

4,185,000

4,143,150

6.25% 2/1/11

Aa2

2,115,000

2,088,224

7.25% 1/15/10

Aaa

6,200,000

6,662,086

7.25% 5/15/30

Aaa

4,280,000

4,636,357

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,232,180

Federal Home Loan Bank:

5% 2/28/03

Aaa

15,740,000

15,872,846

6.375% 11/15/02

Aaa

21,050,000

21,628,875

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.875% 3/21/11

Aa2

$ 9,265,000

$ 8,890,045

6% 6/15/11

Aaa

7,465,000

7,357,504

6.875% 1/15/05

Aaa

3,255,000

3,421,819

6.875% 9/15/10

Aaa

3,900,000

4,093,167

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,848,843

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

88,527,222

U.S. Treasury Obligations - 3.8%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.99% 7/12/01 to 8/16/01 (h)

-

11,000,000

10,986,528

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

20,565,000

21,168,994

6.125% 8/15/29

Aaa

2,455,000

2,542,840

6.25% 5/15/30

Aaa

3,730,000

3,950,853

7.625% 2/15/25

Aaa

1,290,000

1,570,575

8.125% 8/15/19

Aaa

32,210,000

40,106,282

8.875% 8/15/17

Aaa

2,000,000

2,625,320

11.25% 2/15/15

Aaa

10,640,000

16,099,597

11.75% 2/15/10 (callable)

Aaa

13,045,000

15,949,600

12% 8/15/13

Aaa

3,740,000

5,175,823

13.875% 5/15/11 (callable)

Aaa

8,150,000

11,197,367

U.S. Treasury Notes:

6.5% 2/15/10

Aaa

5,195,000

5,579,742

7% 7/15/06

Aaa

7,255,000

7,869,426

7.25% 8/15/04

Aaa

1,404,000

1,507,110

TOTAL U.S. TREASURY OBLIGATIONS

146,330,057

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $229,874,459)

234,857,279

U.S. Government Agency - Mortgage
Securities - 9.8%

Fannie Mae - 7.4%

6% 6/1/13 to 1/1/29

Aaa

49,316,075

48,052,311

6.5% 5/1/23 to 6/1/31

Aaa

108,071,670

106,501,935

7% 8/1/13 to 3/1/29

Aaa

88,230,210

88,792,486

7.5% 7/1/16 to 6/1/30

Aaa

28,427,377

29,031,867

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

7.5% 7/1/31 (l)

Aaa

$ 4,640,000

$ 4,732,800

8% 1/1/26 to 6/1/30

Aaa

5,613,180

5,799,677

TOTAL FANNIE MAE

282,911,076

Freddie Mac - 0.4%

7.5% 5/1/17 to 11/1/30

Aaa

13,195,330

13,485,708

8% 7/1/17 to 5/1/27

Aaa

369,739

384,134

8.5% 7/1/22 to 6/1/23

Aaa

22,960

24,553

TOTAL FREDDIE MAC

13,894,395

Government National Mortgage Association - 2.0%

6% 12/15/08 to 6/15/09

Aaa

1,839,964

1,844,011

6.5% 6/15/08 to 8/15/27

Aaa

31,050,777

30,965,772

7% 7/15/28

Aaa

14,969,772

15,105,398

7.5% 9/15/22 to 8/15/28

Aaa

15,710,821

16,133,082

8% 5/15/25 to 1/15/31

Aaa

9,084,685

9,411,207

8.5% 12/15/16 to 12/15/30

Aaa

4,604,163

4,811,686

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

78,271,156

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $370,468,883)

375,076,627

Asset-Backed Securities - 0.8%

Airplanes pass thru trust 10.875% 3/15/19

Ba2

800,037

456,021

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,777,208

Capita Equipment
Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,949,078

CIT Marine Trust
5.8% 4/15/10

Aaa

5,792,443

5,876,615

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

176,161

175,775

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,008,357

1,008,987

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

4,600,000

4,626,594

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

4,285,000

4,305,774

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A2

1,055,000

1,054,341

6.4% 12/15/02

Aaa

1,480,000

1,502,431

7.03% 11/15/03

Aaa

704,000

719,840

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
4.5313% 2/5/03 (g)(i)

Baa2

$ 613,933

$ 612,206

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

A2

2,650,000

2,769,354

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,094,796

1,091,204

TOTAL ASSET-BACKED SECURITIES

(Cost $30,971,787)

30,925,428

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (g)(i)

Ba3

769,403

365,141

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

3,132,921

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,502,297

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

4,742,070

4,946,548

TOTAL U.S. GOVERNMENT AGENCY

10,581,766

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $10,658,250)

10,946,907

Commercial Mortgage Securities - 1.8%

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X,
1.0934% 4/15/36 (i)

Aaa

45,638,900

3,044,973

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B,
7.5003% 8/1/24 (g)(i)

-

1,900,000

1,259,938

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

3,000,000

3,086,133

Class B, 7.48% 2/1/08

A

2,320,000

2,381,625

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E,
5.2838% 1/10/13 (g)(i)

Baa1

$ 5,490,000

$ 5,496,835

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

Baa2

5,730,000

5,721,909

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1
Class D,
7.231% 7/15/12

Baa2

4,260,000

4,007,063

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,619,219

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,372,594

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,239,188

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (i)

-

1,600,000

1,261,104

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,682,187

FMAC Loan Receivables Trust weighted
average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (g)(i)

-

500,000

97,500

Series 1997-B Class E, 7.8912% 9/15/19 (g)(i)

-

750,000

30,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

2,173,535

2,038,029

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(i)

-

1,300,000

1,012,172

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

750,000

710,391

GS Mortgage Securities Corp. II Series 1998-GLII Class E,
6.9699% 4/13/31 (g)(i)

Baa3

4,930,000

4,624,956

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

LTC Commercial Mortgage pass thru certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

$ 2,920,627

$ 2,897,810

Nomura Depositor Trust floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (g)(i)

-

800,000

757,294

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K,
7.9% 11/15/26 (g)

-

1,473,000

1,024,656

Class L, 7.9% 11/15/26 (g)

-

1,133,000

630,231

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

2,390,000

2,446,949

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2,
6.602% 12/15/10 (g)

Aaa

4,200,000

4,207,875

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

4,120,000

4,002,838

Class E2, 7.224% 12/15/10 (g)

Baa3

2,450,000

2,331,328

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,676,431)

69,984,797

Foreign Government and Government Agency Obligations (j) - 0.3%

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,560,400

State of Israel (guaranteed by U.S. Government through Agency for International Development) euro 6.375% 12/19/01

A2

3,350,000

3,431,104

United Mexican States:

8.375% 1/14/11

Baa3

2,235,000

2,257,350

9.875% 2/1/10

Baa3

2,770,000

3,030,380

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $10,860,834)

11,279,234

Supranational Obligations - 0.1%

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

4,750,000

4,875,068

Floating Rate Loans - 1.5%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Exide Corp. Tranche
B term loan
9.1162% 3/18/05 (i)

-

$ 295,334

$ 280,567

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (i)

Ba2

2,470,000

2,494,700

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (i)

-

425,000

426,594

2,921,294

Household Durables - 0.0%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (i)

Ba3

659,272

664,217

Tranche C term loan 6.1875% 12/15/05 (i)

Ba3

475,398

478,964

Tranche D term loan 6.4375% 12/15/06 (i)

Ba3

605,615

610,157

1,753,338

Media - 0.1%

Century-TCI California L.P. Tranche B term loan 6.86% 12/31/07 (i)

Ba3

1,500,000

1,496,250

Emmis Communications Corp. Tranche B term loan 7.0058% 8/31/09 (i)

Ba2

500,000

500,000

LIN Television Corp. Tranche B term loan
7.82% 9/30/07 (i)

-

458,660

456,366

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (i)

-

1,259,411

1,227,925

3,680,541

TOTAL CONSUMER DISCRETIONARY

8,635,740

CONSUMER STAPLES - 0.1%

Food & Drug Retailing - 0.0%

Duane Reade, Inc. Tranche
B term loan
7.7487% 2/15/05 (i)

-

631,343

631,343

Tobacco - 0.1%

UST, Inc. Tranche
B term loan
7.1579% 2/16/05 (i)

A2

1,786,749

1,809,083

TOTAL CONSUMER STAPLES

2,440,426

FINANCIALS - 0.4%

Diversified Financials - 0.4%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (i)

-

694,640

646,015

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Diversified Financials - continued

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (i)

-

$ 1,800,000

$ 1,800,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (i)

Ba3

650,000

643,500

Tranche B term loan
8.01% 12/31/07 (i)

-

1,700,000

1,700,000

Charter Communication Operating LLC Tranche
B term loan 6.91% 3/18/08 (i)

Ba3

5,270,000

5,204,125

Nextel Finance Co.:

Tranche B term loan
7.415% 6/30/08 (i)

Ba2

950,000

878,750

Tranche C term loan
7.75% 12/31/08 (i)

Ba2

950,000

878,750

PMC (Nova Scotia) Co. term loan 6.77% 5/5/06 (i)

-

1,000,000

1,003,750

Tritel Holding Corp. Tranche B term loan
8.4% 12/31/07 (i)

B2

1,270,000

1,260,475

WCI Capital Corp. Tranche B term loan
12.25% 9/30/07 (i)

B2

1,000,000

230,000

14,245,365

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (i)

-

796,875

798,867

Unilab Corp. Tranche
B term loan
7.6875% 11/23/06 (i)

B1

979,841

990,864

1,789,731

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

528,975

525,008

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

634,770

630,010

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (i)

Ba3

2,150,000

2,155,375

3,310,393

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Machinery - 0.0%

SPX Corp. Tranche
C term loan
7.1252% 12/31/07 (i)

-

$ 1,745,625

$ 1,747,807

Road & Rail - 0.1%

Kansas City Southern Railway Co.:

Tranche A term loan 8.1686% 12/30/05 (i)

Ba1

933,333

928,667

Tranche B term loan 7.2712% 12/29/06 (i)

Ba1

1,194,000

1,198,478

2,127,145

TOTAL INDUSTRIALS

7,185,345

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Exodus Communications, Inc. Tranche B term loan 7.3033% 10/31/07 (i)

B+

1,150,000

1,144,250

MATERIALS - 0.3%

Chemicals - 0.1%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (i)

-

776,938

783,736

Tranche C term loan 7.219% 6/30/08 (i)

-

1,310,617

1,322,085

Lyondell Chemical Co. sr. secured Tranche
E term loan
8.5063% 5/17/06 (i)

-

1,556,903

1,591,934

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (i)

-

1,050,000

1,060,500

4,758,255

Containers & Packaging - 0.1%

Ball Corp. Tranche
B term loan
5.8125% 3/10/06 (i)

Ba2

1,984,733

1,989,695

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (i)

-

840,290

840,290

U.S. Can Corp. Tranche
B term loan
8.33% 10/4/08 (i)

-

694,311

687,368

3,517,353

Paper & Forest Products - 0.1%

Jefferson Smurfit Corp. Tranche B term loan 6.0625% 3/31/07 (i)

-

1,500,000

1,500,000

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

MATERIALS - continued

Paper & Forest Products - continued

Riverwood International Corp. Tranche B term loan 7% 2/28/04 (i)

B1

$ 1,036,610

$ 1,048,272

Stone Container Corp. Tranche E term loan 7.5935% 10/1/03 (i)

B+

1,590,850

1,596,816

4,145,088

TOTAL MATERIALS

12,420,696

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.1%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (i)

-

2,000,000

2,010,000

Triton PCS, Inc. Tranche
B term loan
6.9063% 2/4/07 (i)

-

2,500,000

2,481,250

4,491,250

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (i)

-

2,500,000

2,250,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (i)

-

1,370,000

1,298,075

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (i)

Ba2

2,100,000

2,079,000

5,627,075

TOTAL TELECOMMUNICATION SERVICES

10,118,325

TOTAL FLOATING RATE LOANS

(Cost $59,363,054)

57,979,878

Commercial Paper - 0.2%

British Telecommunications PLC 4.8538% 10/9/01 (i)
(Cost $6,796,295)

6,800,000

6,777,410

Money Market Funds - 7.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (c)

160,389,226

$ 160,389,226

Fidelity Money Market Central Fund, 4.21% (c)

123,860,162

123,860,162

TOTAL MONEY MARKET FUNDS

(Cost $284,249,388)

284,249,388

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $3,669,013,925)

3,798,436,305

NET OTHER ASSETS - 0.7%

25,413,080

NET ASSETS - 100%

$ 3,823,849,385

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

579 S&P 500 Stock Index Contracts

Sept. 2001

$ 178,288,575

$ (8,765,669)

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

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $141,687,420 or 3.7% of net assets.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $9,987,753.

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

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

7/15/99 - 4/10/00

$ 2,417,500

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

21.4%

AAA, AA, A

19.2%

Baa

6.8%

BBB

5.7%

Ba

2.3%

BB

2.6%

B

5.8%

B

5.9%

Caa

1.2%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,027,027,954 and $1,202,826,253, respectively, of which long-term U.S. Government and government agency obligations aggregated $405,347,267 and $541,150,843, respectively.

The market value of futures contracts opened and closed during the period amounted to $489,804,907 and $473,559,015, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $833 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,580,000 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $57,979,878 or 1.5% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $3,671,373,636. Net unrealized appreciation aggregated $127,062,669, of which $413,982,852 related to appreciated investment securities and $286,920,183 related to depreciated investment securities.

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

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $3,669,013,925) -
See accompanying schedule

$ 3,798,436,305

Cash

3,572,568

Receivable for investments sold

21,958,880

Receivable for fund shares sold

1,127,557

Dividends receivable

1,190,956

Interest receivable

16,374,903

Receivable for daily variation on futures contracts

680,325

Other receivables

14,570

Total assets

3,843,356,064

Liabilities

Payable for investments purchased
Regular delivery

$ 10,486,415

Delayed delivery

4,766,150

Payable for fund shares redeemed

2,199,015

Accrued management fee

1,698,038

Distribution fees payable

4,192

Other payables and
accrued expenses

352,869

Total liabilities

19,506,679

Net Assets

$ 3,823,849,385

Net Assets consist of:

Paid in capital

$ 3,676,364,251

Undistributed net investment income

83,751,354

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

(56,923,008)

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

120,656,788

Net Assets

$ 3,823,849,385

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,784,918,053 ÷
259,339,301 shares)

$14.59

Service Class:
Net Asset Value, offering price
and redemption price per share
($30,530,517 ÷
2,104,294 shares)

$14.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($8,400,815 ÷ 580,829 shares)

$14.46

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,823,612

Interest

71,925,625

Security lending

1,953

Total income

84,751,190

Expenses

Management fee

$ 10,440,218

Transfer agent fees

1,294,860

Distribution fees

22,867

Accounting and security lending fees

323,084

Custodian fees and expenses

34,575

Audit

19,831

Legal

9,609

Reports to shareholders

218,832

Total expenses before reductions

12,363,876

Expense reductions

(56,910)

12,306,966

Net investment income

72,444,224

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(39,487,728)

Foreign currency transactions

111

Futures contracts

(18,531,436)

(58,019,053)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(161,659,529)

Assets and liabilities in
foreign currencies

(270)

Futures contracts

(652,131)

(162,311,930)

Net gain (loss)

(220,330,983)

Net increase (decrease) in net assets resulting from operations

$ (147,886,759)

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

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 72,444,224

$ 169,689,841

Net realized gain (loss)

(58,019,053)

71,952,466

Change in net unrealized appreciation (depreciation)

(162,311,930)

(417,674,101)

Net increase (decrease) in net assets resulting from operations

(147,886,759)

(176,031,794)

Distributions to shareholders
From net investment income

(165,533,399)

(155,528,551)

From net realized gain

(62,082,268)

(361,637,025)

Total distributions

(227,615,667)

(517,165,576)

Share transactions - net increase (decrease)

35,814,466

(103,868,167)

Total increase (decrease) in net assets

(339,687,960)

(797,065,537)

Net Assets

Beginning of period

4,163,537,345

4,960,602,882

End of period (including undistributed net investment income of $83,751,354 and $177,028,055, respectively)

$ 3,823,849,385

$ 4,163,537,345

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,491,079

$ 126,014,471

15,773,125

$ 262,419,927

Reinvested

14,767,544

225,648,009

31,454,002

514,587,479

Redeemed

(21,830,538)

(322,703,175)

(53,688,174)

(896,416,716)

Net increase (decrease)

1,428,085

$ 28,959,305

(6,461,047)

$ (119,409,310)

Service Class
Sold

251,106

$ 3,688,525

741,504

$ 12,184,248

Reinvested

110,168

1,674,550

157,694

2,567,255

Redeemed

(178,671)

(2,639,083)

(251,421)

(4,163,614)

Net increase (decrease)

182,603

$ 2,723,992

647,777

$ 10,587,889

Service Class 2 A
Sold

292,461

$ 4,301,743

312,250

$ 5,136,587

Reinvested

19,334

293,108

666

10,842

Redeemed

(32,102)

(463,682)

(11,780)

(194,175)

Net increase (decrease)

279,693

$ 4,131,169

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 164,107,625

$ 154,762,338

Service Class

1,212,605

762,991

Service Class 2 A

213,169

3,222

Total

$ 165,533,399

$ 155,528,551

From net realized gain
Initial Class

$ 61,540,384

$ 359,825,141

Service Class

461,945

1,804,264

Service Class 2 A

79,939

7,620

Total

$ 62,082,268

$ 361,637,025

$ 227,615,667

$ 517,165,576

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

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

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.27 D

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(.81)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.54)

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.64)

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(.88)

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 14.59

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.62)%

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,784,918

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.63% A

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after all
expense reductions

.63% A

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.69% A

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

56% A

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.26

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(.79)

(1.31)

1.29

1.82

.29

Total from investment operations

(.53)

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.63)

(.59) G

(.60)

(.57)

-

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

-

Total distributions

(.87)

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 14.51

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(3.58)%

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,531

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.73% A

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after all expense reductions

.73% A

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.59% A

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

56% A

76%

94%

113%

101%

A Annualized

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 15.89

$ 18.17

Income from Investment Operations

Net investment income C

.25

.53

Net realized and unrealized gain (loss)

(.80)

(.84)

Total from investment operations

(.55)

(.31)

Less Distributions

From net investment income

(.64)

(.59) E

From net realized gain

(.24)

(1.38) E

Total distributions

(.88)

(1.97)

Net asset value, end of period

$ 14.46

$ 15.89

Total Return B

(3.72)%

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,401

$ 4,785

Ratio of expenses to average net assets

.89% A

.88% A

Ratio of net investment income to average net assets

3.43% A

3.46% A

Portfolio turnover rate

56% A

76%

A Annualized

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

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

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Asset Mgr: Growth - Initial Class

-16.37%

9.00%

11.82%

Fidelity Asset Manager:
Growth® Composite

-7.57%

12.49%

14.81%

S&P 500 ®

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

LB 3 Month T-Bill

5.95%

5.48%

5.55%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

n/a*

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

You can compare the fund's returns to those of the Fidelity Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SMIndex, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.** To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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

* Not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Initial Class on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $20,617 - a 106.17% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $29,025 - a 190.25% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,460 - a 64.60% increase. You can also look at how the Fidelity Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $24,259 - a 142.59% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

3.3

Microsoft Corp.

2.6

Citigroup, Inc.

2.2

Exxon Mobil Corp.

2.1

Pfizer, Inc.

1.7

11.9

Top Five Market Sectors as of June 30, 2001

(stocks only)

% of fund's net assets

Information Technology

15.2

Financials

14.3

Health Care

12.7

Consumer Discretionary

8.0

Energy

6.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

77.2%

Bond Class

21.8%

Short-Term Class

1.0%



* Foreign investments 3.2%

Asset allocations in the pie chart reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager: Growth Portfolio

Q. How did the fund perform, Bart?

A. For the six-month period that ended June 30, 2001, the fund underperformed the Fidelity Asset Manager: Growth Composite Index and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -3.53% and -2.87%, respectively. Similarly, for the 12 months that ended June 30, 2001, the fund trailed the Fidelity Composite index and Lipper average, which returned -7.57% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence
performance during the six-month period?

A. I continued to overweight equities, allocating just over 77% - compared to 70% in a neutral weighting - to stocks on average during the period. Maintaining a longer-term view with this fund, I felt that I needed to carry some additional exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. We benefited from allocating much of the bond subportfolio to high-yield securities - not included in the benchmark - which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the index.

Q. What factors influenced the fund's equity holdings?

A. Steve Snider - who directed the fund's equity investments - used quantitative models that emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. As was the case for the fund in 2000, diversified financial stocks led the way - including auto financing firm AmeriCredit, BancWest and insurer Loews - followed by health stocks. Despite lagging the overall market, the health sector provided us with several winners from the service industry, most notably Quest Diagnostics, Tenet Healthcare and Caremark Rx. On the down side, the fund suffered a sharp sell-off in energy stocks late in the period, particularly among exploration and production companies such as EOG Resources and Mitchell Energy. Finally, the fund's positioning in technology - the period's worst performing sector - dampened returns. Despite owning a handful of smaller-cap stocks from the software group, such as Advent and NVIDIA, that bucked the tech-wreck and fared well, we had several tech hardware names that fell apart during the period. Three stocks - Powerwave Technologies, Waters and TranSwitch - accounted for more than a third of our underperformance relative to the index. We trailed our Lipper peers, because they tended to be more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. On the high-yield front, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager: Growth Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

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


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2001, more than $443 million

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 71.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.6%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

314

$ 1,178

Automobiles - 0.3%

Harley-Davidson, Inc.

25,900

1,219,372

Hotels, Restaurants & Leisure - 0.9%

Brinker International, Inc. (a)

18,450

476,933

International Game Technology (a)

33,300

2,089,575

Starbucks Corp. (a)

14,800

325,748

Tricon Global Restaurants, Inc. (a)

15,800

693,620

Wendy's International, Inc.

18,000

459,720

4,045,596

Household Durables - 0.4%

Lennar Corp.

20,000

834,000

Pulte Homes, Inc.

21,900

933,597

1,767,597

Media - 2.5%

AOL Time Warner, Inc. (a)

130,500

6,916,500

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

427

2,562

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

46,100

2,385,675

Walt Disney Co.

63,400

1,831,626

11,136,363

Multiline Retail - 1.9%

Kohls Corp. (a)

2,500

156,825

Sears, Roebuck & Co.

24,500

1,036,595

The May Department Stores Co.

24,500

839,370

Wal-Mart Stores, Inc.

135,900

6,631,920

8,664,710

Specialty Retail - 1.3%

Home Depot, Inc.

70,400

3,277,120

RadioShack Corp.

17,500

533,750

Talbots, Inc.

46,600

2,038,750

5,849,620

Textiles & Apparel - 0.3%

Liz Claiborne, Inc.

7,400

373,330

Reebok International Ltd. (a)

24,000

766,800

1,140,130

TOTAL CONSUMER DISCRETIONARY

33,824,566

CONSUMER STAPLES - 3.5%

Beverages - 1.4%

PepsiCo, Inc.

66,800

2,952,560

The Coca-Cola Co.

75,300

3,388,500

6,341,060

Food & Drug Retailing - 0.3%

Sysco Corp.

46,200

1,254,330

Shares

Value (Note 1)

Food Products - 0.4%

Campbell Soup Co.

20,000

$ 515,000

Hershey Foods Corp.

20,000

1,234,200

1,749,200

Household Products - 0.6%

Procter & Gamble Co.

39,800

2,539,240

Tobacco - 0.8%

Philip Morris Companies, Inc.

68,500

3,476,375

TOTAL CONSUMER STAPLES

15,360,205

ENERGY - 6.3%

Energy Equipment & Services - 0.6%

Helmerich & Payne, Inc.

14,000

431,480

Nabors Industries, Inc. (a)

11,700

435,240

Schlumberger Ltd. (NY Shares)

21,100

1,110,915

Tidewater, Inc.

18,000

678,600

2,656,235

Oil & Gas - 5.7%

Anadarko Petroleum Corp.

11,200

605,136

Apache Corp.

13,000

659,750

Ashland, Inc.

25,000

1,002,500

Devon Energy Corp.

29,000

1,522,500

EOG Resources, Inc.

40,900

1,453,995

Equitable Resources, Inc.

49,600

1,652,176

Exxon Mobil Corp.

106,000

9,259,100

Mitchell Energy & Development Corp. Class A

29,800

1,378,250

Noble Affiliates, Inc.

41,500

1,467,025

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,799,204

Valero Energy Corp.

50,100

1,842,678

XTO Energy, Inc.

47,550

682,343

25,324,657

TOTAL ENERGY

27,980,892

FINANCIALS - 14.3%

Banks - 3.9%

BancWest Corp.

83,300

2,865,520

Bank of America Corp.

49,900

2,995,497

Bank of New York Co., Inc.

14,700

705,600

City National Corp.

19,200

850,368

Comerica, Inc.

27,200

1,566,720

Golden State Bancorp, Inc.

66,300

2,042,040

Golden West Financial Corp.

12,400

796,576

Greenpoint Financial Corp.

19,600

752,640

Northern Trust Corp.

10,100

652,460

Washington Mutual, Inc.

42,000

1,577,100

Wells Fargo & Co.

51,900

2,409,717

17,214,238

Diversified Financials - 7.2%

AMBAC Financial Group, Inc.

31,050

1,807,110

American Express Co.

40,500

1,571,400

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

AmeriCredit Corp. (a)

56,200

$ 2,919,590

Citigroup, Inc.

182,200

9,627,448

Fannie Mae

40,500

3,448,575

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

58,900

1,896,580

J.P. Morgan Chase & Co.

57,800

2,577,880

Lehman Brothers Holdings, Inc.

8,500

660,875

MBNA Corp.

39,800

1,311,410

Merrill Lynch & Co., Inc.

24,000

1,422,000

Morgan Stanley Dean Witter & Co.

34,200

2,196,666

SEI Investments Co.

10,400

491,400

USA Education, Inc.

29,100

2,124,300

32,055,234

Insurance - 3.0%

American International Group, Inc.

70,400

6,054,400

Arthur J. Gallagher & Co.

56,600

1,471,600

Fidelity National Financial, Inc.

19,100

469,287

Jefferson-Pilot Corp.

35,700

1,725,024

Loews Corp.

26,800

1,726,724

MGIC Investment Corp.

13,000

944,320

PMI Group, Inc.

11,300

821,058

13,212,413

Real Estate - 0.2%

Crescent Real Estate Equities Co.

2,500

61,425

Host Marriott Corp.

59,600

746,192

807,617

TOTAL FINANCIALS

63,289,502

HEALTH CARE - 12.7%

Biotechnology - 1.1%

Albany Molecular Research, Inc. (a)

33,500

1,331,625

Amgen, Inc. (a)

31,200

1,935,960

IDEC Pharmaceuticals Corp. (a)

27,600

1,788,756

5,056,341

Health Care Equipment & Supplies - 1.0%

Baxter International, Inc.

28,000

1,372,000

Cytyc Corp. (a)

34,800

800,400

Hillenbrand Industries, Inc.

9,600

548,256

Medtronic, Inc.

36,500

1,679,365

4,400,021

Health Care Providers & Services - 2.7%

Bergen Brunswig Corp. Class A

37,000

711,140

Cardinal Health, Inc.

11,250

776,250

Caremark Rx, Inc. (a)

75,800

1,246,910

CIGNA Corp.

10,400

996,528

Quest Diagnostics, Inc. (a)

13,800

1,032,930

Tenet Healthcare Corp. (a)

46,000

2,373,140

Trigon Healthcare, Inc. (a)

26,700

1,731,495

Shares

Value (Note 1)

UnitedHealth Group, Inc.

23,400

$ 1,444,950

Universal Health Services, Inc. Class B (a)

40,600

1,847,300

12,160,643

Pharmaceuticals - 7.9%

Abbott Laboratories

47,100

2,261,271

American Home Products Corp.

39,600

2,314,224

Bristol-Myers Squibb Co.

59,800

3,127,540

Eli Lilly & Co.

34,300

2,538,200

Forest Laboratories, Inc. (a)

27,200

1,931,200

IVAX Corp. (a)

47,375

1,847,625

Johnson & Johnson

101,456

5,072,800

Merck & Co., Inc.

73,600

4,703,776

Pfizer, Inc.

192,100

7,693,605

Pharmacia Corp.

39,400

1,810,430

Schering-Plough Corp.

44,500

1,612,680

34,913,351

TOTAL HEALTH CARE

56,530,356

INDUSTRIALS - 6.2%

Aerospace & Defense - 0.8%

Aeroflex, Inc. (a)

21,800

230,862

General Dynamics Corp.

9,700

754,757

Lockheed Martin Corp.

19,000

703,950

Precision Castparts Corp.

52,800

1,975,776

3,665,345

Airlines - 0.2%

Southwest Airlines Co.

55,650

1,028,969

Commercial Services & Supplies - 0.7%

Apollo Group, Inc. Class A (a)

3,000

125,610

DeVry, Inc. (a)

3,600

130,032

DST Systems, Inc. (a)

27,000

1,422,900

Waste Management, Inc.

44,000

1,356,080

3,034,622

Electrical Equipment - 0.3%

C&D Technologies, Inc.

14,000

434,000

Energizer Holdings, Inc. (a)

40,000

918,000

1,352,000

Industrial Conglomerates - 4.0%

General Electric Co.

301,400

14,693,235

Tyco International Ltd.

53,100

2,893,950

17,587,185

Machinery - 0.1%

SPX Corp. (a)

3,300

413,094

Road & Rail - 0.1%

Norfolk Southern Corp.

14,000

289,800

TOTAL INDUSTRIALS

27,371,015

INFORMATION TECHNOLOGY - 15.0%

Communications Equipment - 1.7%

Brocade Communications System, Inc. (a)

7,400

320,938

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Cisco Systems, Inc. (a)

218,600

$ 4,234,282

Juniper Networks, Inc. (a)

7,200

223,524

Lucent Technologies, Inc.

101,000

626,200

McDATA Corp. Class A (a)

2,440

48,678

Nortel Networks Corp.

94,000

854,460

Scientific-Atlanta, Inc.

30,000

1,218,000

7,526,082

Computers & Peripherals - 3.0%

Dell Computer Corp. (a)

78,500

2,127,350

EMC Corp. (a)

66,300

1,926,015

Hewlett-Packard Co.

60,600

1,733,160

International Business Machines Corp.

53,500

6,045,500

Sun Microsystems, Inc. (a)

98,500

1,595,700

13,427,725

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A (a)

11,800

472,590

Arrow Electronics, Inc. (a)

50,000

1,214,500

Newport Corp.

8,000

211,120

PerkinElmer, Inc.

18,400

506,552

Technitrol, Inc.

36,800

956,800

Tektronix, Inc. (a)

22,400

608,160

Waters Corp. (a)

22,200

612,942

4,582,664

Internet Software & Services - 0.1%

Internet Security Systems, Inc. (a)

8,500

420,750

Semiconductor Equipment & Products - 2.6%

Applied Micro Circuits Corp. (a)

17,200

303,752

Cirrus Logic, Inc. (a)

75,000

1,909,500

Exar Corp. (a)

33,900

681,390

Intel Corp.

204,300

6,229,107

Linear Technology Corp.

11,900

555,016

Texas Instruments, Inc.

52,600

1,656,900

Transwitch Corp. (a)

25,200

248,472

11,584,137

Software - 6.6%

Advent Software, Inc. (a)

30,200

1,963,000

BEA Systems, Inc. (a)

22,400

744,128

Cadence Design Systems, Inc. (a)

65,500

1,220,265

Cerner Corp. (a)

32,500

1,392,625

i2 Technologies, Inc. (a)

18,400

360,456

Jack Henry & Associates, Inc.

66,000

2,003,100

Mentor Graphics Corp. (a)

58,500

1,041,300

Mercury Interactive Corp. (a)

7,700

474,397

Microsoft Corp. (a)

162,000

11,665,620

NVIDIA Corp. (a)

12,100

1,114,047

Oracle Corp. (a)

171,300

3,367,758

Rational Software Corp. (a)

29,500

837,505

Siebel Systems, Inc. (a)

18,200

862,680

Shares

Value (Note 1)

Sybase, Inc. (a)

80,200

$ 1,319,290

TIBCO Software, Inc. (a)

11,100

153,291

VERITAS Software Corp. (a)

10,500

713,160

29,232,622

TOTAL INFORMATION TECHNOLOGY

66,773,980

MATERIALS - 0.4%

Chemicals - 0.2%

Cabot Corp.

21,500

774,430

Metals & Mining - 0.0%

Placer Dome, Inc.

8,800

86,024

Paper & Forest Products - 0.2%

Boise Cascade Corp.

21,500

756,155

TOTAL MATERIALS

1,616,609

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.4%

AT&T Corp.

114,300

2,514,600

BellSouth Corp.

57,000

2,295,390

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

910

910

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

310

930

Qwest Communications International, Inc.

50,500

1,609,435

SBC Communications, Inc.

103,100

4,130,186

Verizon Communications

82,700

4,424,450

14,975,901

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(f)

545

10,900

TOTAL TELECOMMUNICATION SERVICES

14,986,801

UTILITIES - 2.4%

Electric Utilities - 1.2%

Calpine Corp. (a)

37,200

1,406,160

Entergy Corp.

18,000

691,020

IDACORP, Inc.

31,000

1,081,280

NRG Energy, Inc.

50,100

1,106,208

PPL Corp.

16,500

907,500

5,192,168

Gas Utilities - 0.4%

Kinder Morgan, Inc.

35,100

1,763,775

Multi-Utilities - 0.8%

Dynegy, Inc. Class A

31,800

1,478,700

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Multi-Utilities - continued

Enron Corp.

32,300

$ 1,582,700

Questar Corp.

27,300

675,948

3,737,348

TOTAL UTILITIES

10,693,291

TOTAL COMMON STOCKS

(Cost $324,794,068)

318,427,217

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

22,473

449

Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

12,388

1,319,322

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

69

63,480

PRIMEDIA, Inc. Series D, $10.00

3,144

245,232

1,628,034

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II $88.75

160

159,155

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.2%

Crown Castle International Corp. $127.50 pay-in-kind

938

773,850

TELECOMMUNICATION SERVICES - 0.7%

Diversified Telecommunication Services - 0.3%

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

1,273

1,260,270

Wireless Telecommunication Services - 0.4%

Dobson Communications Corp.:

$122.50 pay-in-kind

148

119,880

$130.00 pay-in-kind

146

128,480

Shares

Value (Note 1)

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

3,180

$ 1,812,600

2,060,960

TOTAL TELECOMMUNICATION SERVICES

3,321,230

TOTAL NONCONVERTIBLE PREFERRED STOCKS

5,882,269

TOTAL PREFERRED STOCKS

(Cost $7,346,406)

5,882,718

Corporate Bonds - 14.8%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.7%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 740,000

712,250

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

30,000

30,525

Tenet Healthcare Corp.
6% 12/1/05

B1

1,040,000

996,450

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

500,000

473,750

7% 5/15/09

B2

580,000

549,550

2,050,275

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

1,030,000

369,513

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

275,000

192,844

TOTAL INFORMATION TECHNOLOGY

562,357

TOTAL CONVERTIBLE BONDS

3,324,882

Nonconvertible Bonds - 14.1%

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

190,000

192,595

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

80,000

48,800

TRW, Inc. 8.75% 5/15/06

Baa2

50,000

53,451

294,846

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 1.7%

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

B2

$ 560,000

$ 571,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

840,000

813,595

HMH Properties, Inc. 7.875% 8/1/08

Ba2

865,000

813,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

650,000

653,250

ITT Corp.
7.375% 11/15/15

Ba1

245,000

223,563

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

99,275

10.25% 8/1/07

Ba3

390,000

407,550

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

35,000

36,512

9.75% 6/1/07

Ba2

585,000

624,488

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,320,263

9.75% 6/15/07

B3

135,000

136,688

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

100,000

95,346

Station Casinos, Inc.:

8.375% 2/15/08 (f)

Ba3

200,000

201,000

8.375% 2/15/08

Ba3

380,000

381,900

Sun International Hotels Ltd./Sun International North America, Inc. yankee 8.625% 12/15/07

B1

295,000

296,106

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

Ba1

290,000

295,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

650,000

695,500

7,665,136

Household Durables - 0.3%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

400,000

398,000

8.875% 4/1/08

Ba3

55,000

55,275

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

B1

220,000

217,800

Sealy Mattress Co.
9.875% 12/15/07

B2

460,000

450,800

1,121,875

Media - 3.0%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

300,000

294,000

10.875% 10/1/10

B2

245,000

247,450

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

265,000

235,850

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

$ 257,300

$ 280,779

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

Ba1

110,000

108,764

Callahan Nordrhein Westfalen 0% 7/15/10 (e)(f)

B3

170,000

59,500

Century Communications Corp. 0% 1/15/08

B2

30,000

14,250

Chancellor Media Corp.
8% 11/1/08

Ba1

40,000

41,350

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

0% 1/15/10 (e)

B2

110,000

73,700

0% 4/1/11 (e)

B2

840,000

567,000

0% 5/15/11 (e)(f)

B2

470,000

267,900

10% 4/1/09

B2

705,000

713,813

10% 5/15/11 (f)

B2

260,000

262,600

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

260,000

223,600

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

320,000

294,714

CSC Holdings, Inc.:

7.625% 4/1/11 (f)

Ba1

345,000

330,338

9.25% 11/1/05

Ba3

55,000

56,375

9.875% 5/15/06

Ba3

150,000

156,750

9.875% 4/1/23

B1

70,000

74,900

10.5% 5/15/16

Ba3

500,000

555,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

555,000

310,800

11.75% 12/15/05

B2

345,000

231,150

EchoStar DBS Corp.
9.375% 2/1/09

B1

625,000

615,625

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

876,150

9.25% 11/1/07

B1

195,000

198,900

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

60,000

56,700

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

375,000

383,438

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp. 0% 9/15/07 (e)

Caa1

100,000

102,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

340,000

340,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

$ 130,000

$ 113,732

Lamar Media Corp.:

9.25% 8/15/07

B1

435,000

449,138

9.625% 12/1/06

B1

135,000

142,425

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

103,422

8% 10/17/16

Baa3

80,000

80,694

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

330,000

330,000

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

B3

535,000

246,100

Paramount Communications, Inc. 7.5% 1/15/02

A3

110,000

111,670

Pegasus Communications Corp. 9.625% 10/15/05

B3

395,000

351,550

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (e)

Caa1

765,000

443,700

12.375% 8/1/06

B3

165,000

150,975

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

660,000

658,350

Radio One, Inc. 8.875% 7/1/11 (f)

B3

755,000

755,000

TCI Communications, Inc. 9.8% 2/1/12

A3

190,000

226,127

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

B3

1,475,000

1,135,750

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

135,000

144,690

13,417,219

Multiline Retail - 0.2%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

100,524

8.5% 6/15/03

Baa1

50,000

52,695

JCPenney Co., Inc.:

6% 5/1/06

Ba2

75,000

62,250

6.125% 11/15/03

Ba2

25,000

23,750

6.9% 8/15/26

Ba2

192,000

184,320

7.375% 6/15/04

Ba2

75,000

71,625

7.375% 8/15/08

Ba2

25,000

22,250

7.4% 4/1/37

Ba2

75,000

69,000

7.6% 4/1/07

Ba2

25,000

23,125

7.95% 4/1/17

Ba2

40,000

32,400

Kmart Corp.
9.375% 2/1/06

Baa3

140,000

136,500

778,439

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

$ 95,000

$ 98,019

TOTAL CONSUMER DISCRETIONARY

23,375,534

CONSUMER STAPLES - 0.5%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

130,000

128,300

Rite Aid Corp.:

6.125% 12/15/08 (f)

Caa2

235,000

178,600

6.5% 10/1/03 (f)(h)

Caa2

60,000

57,000

6.875% 8/15/13

Caa2

165,000

122,100

7.625% 4/15/05

Caa2

330,000

287,100

11.25% 7/1/08 (f)

Caa2

460,000

463,450

1,236,550

Food Products - 0.1%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

115,000

117,138

Del Monte Corp. 9.25% 5/15/11 (f)

B3

290,000

292,900

Kellogg Co. 6.6% 4/1/11 (f)

Baa2

50,000

48,438

458,476

Personal Products - 0.1%

Playtex Products, Inc. 9.375% 6/1/11 (f)

B2

185,000

187,775

Tobacco - 0.0%

Philip Morris Companies, Inc. 7% 7/15/05

A2

70,000

71,846

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

Baa2

100,000

101,446

173,292

TOTAL CONSUMER STAPLES

2,056,093

ENERGY - 0.4%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (f)

B1

60,000

57,600

Oil & Gas - 0.4%

Chesapeake Energy Corp.:

8.125% 4/1/11 (f)

B2

410,000

383,350

8.5% 3/15/12

B2

425,000

416,500

Nuevo Energy Co.
9.375% 10/1/10

B1

315,000

311,850

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

99,725

8.375% 7/15/04

Baa1

195,000

207,189

Petro-Canada yankee
7% 11/15/28

A3

50,000

47,898

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,509

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

B2

45,000

46,350

1,581,371

TOTAL ENERGY

1,638,971

FINANCIALS - 1.9%

Banks - 0.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

20,000

21,246

Bank One Corp.
7.875% 8/1/10

A1

200,000

214,378

BankBoston Corp.
6.625% 2/1/04

A3

60,000

61,286

Capital One Bank
6.65% 3/15/04

Baa3

260,000

258,604

Commonwealth Bank
of Australia yankee
8.5% 6/1/10

Aa3

100,000

111,639

Den Danske Bank AS 6.375% 6/15/08 (f)(h)

Aa3

170,000

175,610

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

90,667

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

96,611

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

141,949

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

104,800

9.118% 3/31/49

A1

60,000

66,318

Union Planters Corp.
7.75% 3/1/11

Baa2

100,000

103,280

1,446,388

Diversified Financials - 1.2%

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

A3

125,000

126,909

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

202,060

Associates Corp. of North America 5.8% 4/20/04

Aa3

180,000

181,618

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

70,000

71,329

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

110,000

111,375

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

Baa3

100,000

90,024

Cellco Finance NV yankee:

12.75% 8/1/05

B3

200,000

160,000

15% 8/1/05

Caa1

300,000

252,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Citigroup, Inc.
7.25% 10/1/10

Aa3

$ 200,000

$ 207,610

ComEd Financing II
8.5% 1/15/27

Baa3

450,000

439,065

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

150,000

153,429

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

100,000

44,500

7% 12/15/06

Caa3

50,000

19,500

Crown Cork & Seal
Finance SA yankee
6.75% 12/15/03

Caa3

195,000

87,750

Details Capital Corp.
0% 11/15/07 (e)

B3

85,000

81,600

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

140,000

141,400

Ford Motor Credit Co.:

7.375% 2/1/11

A2

50,000

50,732

7.5% 3/15/05

A2

140,000

145,466

7.875% 6/15/10

A2

180,000

188,759

General Motors Acceptance Corp. 6.75% 1/15/06

A2

40,000

40,792

Household Finance Corp. 6.5% 1/24/06

A2

75,000

76,247

IOS Capital, Inc.
9.75% 6/15/04

Baa2

280,000

278,600

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

250,000

255,000

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

A2

80,000

81,730

NiSource Finance Corp. 7.875% 11/15/10

Baa2

125,000

131,574

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

860,000

731,000

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

B2

85,000

88,400

SESI LLC 8.875% 5/15/11 (f)

B1

425,000

420,750

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

40,000

36,718

6.875% 11/15/28

Baa1

65,000

54,625

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

60,000

60,350

6.75% 5/15/09

Baa1

120,000

113,699

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

100,000

108,208

5,232,819

Real Estate - 0.4%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

99,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

CenterPoint Properties Trust: - continued

7.125% 3/15/04

Baa2

$ 110,000

$ 110,054

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

101,314

EOP Operating LP:

6.375% 2/15/03

Baa1

100,000

101,599

6.75% 2/15/08

Baa1

100,000

98,431

7.75% 11/15/07

Baa1

100,000

105,622

ERP Operating LP:

6.55% 11/15/01

A3

55,000

55,382

7.1% 6/23/04

A3

100,000

103,214

LNR Property Corp.
10.5% 1/15/09

B1

375,000

375,000

Meditrust Corp.
7.82% 9/10/26

Ba3

360,000

345,600

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

345,000

359,663

1,855,040

TOTAL FINANCIALS

8,534,247

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

110,000

103,950

Health Care Providers & Services - 0.3%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

130,000

133,250

Fountain View, Inc. 11.25% 4/15/08 (d)

Caa1

460,000

220,800

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

320,000

329,600

Triad Hospitals, Inc. 8.75% 5/1/09 (f)

B1

385,000

393,663

Unilab Corp.
12.75% 10/1/09

B3

150,000

174,000

1,251,313

TOTAL HEALTH CARE

1,355,263

INDUSTRIALS - 1.0%

Aerospace & Defense - 0.2%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

595,000

600,950

Airlines - 0.0%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

30,000

30,406

7.73% 9/15/12

Baa1

10,795

10,733

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Delta Air Lines, Inc. pass thru trust certificate 7.57% 11/18/10

Aa2

$ 30,000

$ 31,557

72,696

Commercial Services & Supplies - 0.3%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

290,000

288,550

7.625% 1/1/06

Ba3

285,000

280,725

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

Caa1

210,000

205,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

198,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

55,000

54,863

Iron Mountain, Inc.
8.625% 4/1/13

B2

215,000

215,000

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

B2

85,000

84,575

Pierce Leahy Corp.
9.125% 7/15/07

B2

115,000

119,025

1,446,538

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

430,000

455,800

Numatics, Inc. 9.625% 4/1/08

Caa2

30,000

18,900

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

120,000

118,997

593,697

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

505,000

512,575

Road & Rail - 0.3%

Canadian National
Railway Co. yankee
6.9% 7/15/28

Baa2

150,000

139,343

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

58,097

6.46% 6/22/05

Baa2

100,000

101,200

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

220,000

225,020

TFM SA de CV yankee
0% 6/15/09 (e)

B1

970,000

824,500

1,348,160

TOTAL INDUSTRIALS

4,574,616

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

1,220,000

488,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.0%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 100,000

$ 101,638

IT Consulting & Services - 0.0%

Comdisco, Inc.:

6.375% 11/30/01

Caa1

75,000

57,000

7.25% 9/1/02

Caa1

95,000

72,200

129,200

Semiconductor Equipment & Products - 0.2%

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

B3

1,000,000

860,000

TOTAL INFORMATION TECHNOLOGY

1,578,838

MATERIALS - 0.9%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

600,000

597,000

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

Caa1

745,000

461,900

IMC Global, Inc.
7.4% 11/1/02

Ba2

85,000

80,538

1,139,438

Containers & Packaging - 0.3%

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

B2

70,000

70,350

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

50,000

24,000

7.125% 9/1/02

Caa3

285,000

163,875

7.375% 12/15/26

Caa3

100,000

37,000

8% 4/15/23

Caa3

30,000

11,100

8.375% 1/15/05

Caa3

125,000

50,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

360,000

226,800

9.75% 6/15/07

Caa1

660,000

415,800

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

B1

375,000

397,500

1,396,425

Metals & Mining - 0.3%

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

30,000

31,500

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

B2

310,000

325,500

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

805,000

794,133

1,151,133

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 80,000

$ 77,600

Riverwood International Corp. 10.625% 8/1/07 (f)

B3

275,000

281,875

359,475

TOTAL MATERIALS

4,046,471

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 0.9%

AT&T Corp. 6.5% 3/15/29

A2

115,000

97,913

British Telecommunications PLC 7.875% 12/15/05

Baa1

100,000

105,313

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

100,000

107,282

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

70,000

71,393

9.25% 5/15/11

Baa2

115,000

119,123

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

A3

80,000

81,164

France Telecom SA:

7.2% 3/1/06 (f)

A3

50,000

51,501

8.5% 3/1/31 (f)

A3

60,000

62,747

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

401,538

0% 3/1/09 (e)

B3

250,000

182,500

8.6% 6/1/08

B2

10,000

9,750

8.875% 11/1/07

B2

25,000

24,375

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

100,000

99,111

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

Caa1

982,000

274,960

Nextel International, Inc. 12.75% 8/1/10

Caa1

170,000

52,700

NTL Communications Corp. 0% 10/1/08 (e)

B3

605,000

260,150

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

Baa1

140,000

137,740

Telefonica Europe BV
8.25% 9/15/30

A2

90,000

94,426

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

80,000

82,400

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

5,000

4,881

TELUS Corp. yankee
8% 6/1/11

Baa2

105,000

106,775

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

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

B3

$ 685,000

$ 417,850

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

B3

1,585,000

1,252,150

4,097,742

Wireless Telecommunication Services - 1.9%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (f)

Baa2

15,000

15,038

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

230,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,440,000

1,432,800

Horizon PCS, Inc. 0% 10/1/10 (e)

Caa1

545,000

207,100

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

Caa1

810,000

704,700

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

1,821,600

0% 2/15/08 (e)

B1

160,000

104,000

Orange PLC yankee
9% 6/1/09

A3

365,000

379,600

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

551,800

10.625% 7/15/10

B3

135,000

125,550

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

1,635,000

1,340,700

10.375% 11/15/09

Baa1

1,080,000

1,231,200

8,144,088

TOTAL TELECOMMUNICATION SERVICES

12,241,830

UTILITIES - 0.7%

Electric Utilities - 0.6%

AES Corp.:

9.375% 9/15/10

Ba1

600,000

600,000

9.5% 6/1/09

Ba1

185,000

188,238

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

Baa2

130,000

119,076

CMS Energy Corp.:

7.5% 1/15/09

Ba3

160,000

149,600

8.375% 7/1/03

Ba3

305,000

301,950

9.875% 10/15/07

Ba3

295,000

306,800

Hydro-Quebec yankee
8.4% 3/28/25

A2

90,000

105,180

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

60,893

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

151,618

7.875% 12/15/26 (f)

A3

80,000

72,446

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

$ 105,000

$ 82,950

7.05% 3/1/24

B3

55,000

44,000

7.875% 3/1/02

B3

125,000

113,750

PSI Energy, Inc. 6.65% 6/15/06 (f)

A3

65,000

64,350

Texas Utilities Co.
6.375% 1/1/08

Baa3

10,000

9,645

2,370,496

Gas Utilities - 0.0%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

25,000

24,680

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

50,000

52,219

Sempra Energy
7.95% 3/1/10

A2

40,000

39,628

116,527

Multi-Utilities - 0.1%

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

Baa2

540,000

540,000

TOTAL UTILITIES

3,027,023

TOTAL NONCONVERTIBLE BONDS

62,428,886

TOTAL CORPORATE BONDS

(Cost $68,503,353)

65,753,768

U.S. Government and Government Agency Obligations - 2.0%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

5.25% 6/15/06

Aaa

85,000

83,778

5.5% 5/2/06

AA-

125,000

123,750

6% 5/15/08

Aaa

350,000

352,296

6.25% 2/1/11

Aa2

65,000

64,177

7.25% 1/15/10

Aaa

200,000

214,906

7.25% 5/15/30

Aaa

105,000

113,742

Federal Home Loan Bank:

5% 2/28/03

Aaa

870,000

877,343

6.375% 11/15/02

Aaa

180,000

184,950

Freddie Mac:

5.75% 3/15/09

Aaa

510,000

501,631

5.875% 3/21/11

Aa2

205,000

196,704

6% 6/15/11

Aaa

150,000

147,840

6.875% 1/15/05

Aaa

85,000

89,356

6.875% 9/15/10

Aaa

300,000

314,859

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

3,265,332

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 3.59% to 3.99% 7/12/01 (g)

-

$ 1,200,000

$ 1,198,907

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

595,000

612,475

6.25% 5/15/30

Aaa

120,000

127,105

6.875% 8/15/25

Aaa

25,000

28,027

8.125% 8/15/19

Aaa

1,080,000

1,344,762

8.875% 8/15/17

Aaa

50,000

65,633

8.875% 2/15/19

Aaa

259,000

343,175

11.25% 2/15/15

Aaa

240,000

363,149

U.S. Treasury Notes:

5.75% 8/15/03

Aaa

310,000

318,813

6.5% 2/15/10

Aaa

125,000

134,258

7% 7/15/06

Aaa

420,000

455,570

7.25% 8/15/04

Aaa

20,000

21,469

7.875% 11/15/04

Aaa

288,000

315,406

TOTAL U.S. TREASURY OBLIGATIONS

5,328,749

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $8,379,210)

8,594,081

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.0%

6% 4/1/13 to 1/1/29

Aaa

979,655

966,488

6.5% 2/1/26 to 6/1/31

Aaa

3,164,531

3,118,671

7% 8/1/25 to 12/1/29

Aaa

2,167,655

2,180,444

7.5% 5/1/24 to 12/1/30

Aaa

1,533,744

1,565,687

7.5% 7/1/31 (k)

Aaa

1,130,000

1,152,600

TOTAL FANNIE MAE

8,983,890

Freddie Mac - 0.1%

7.5% 8/1/28

Aaa

109,128

111,685

Government National Mortgage Association - 0.5%

6.5% 8/15/27

Aaa

522,070

517,173

7% 7/15/28

Aaa

697,591

703,911

7.5% 1/15/26 to 8/15/28

Aaa

645,266

661,937

8% 8/15/30

Aaa

334,237

346,246

8.5% 11/15/30

Aaa

64,680

67,590

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,296,857

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $11,304,865)

11,392,432

Asset-Backed Securities - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass thru trust 10.875% 3/15/19

Ba2

$ 158,032

$ 90,078

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

151,898

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

100,000

99,969

CIT Marine Trust 5.8% 4/15/10

Aaa

117,414

119,121

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

5,699

5,687

CPS Auto Receivables Trust 6% 8/15/03

Aaa

33,894

33,916

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

180,000

181,041

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

130,000

130,630

Ford Credit
Auto Owner Trust:

5.71% 9/15/05

A2

35,000

34,978

6.4% 12/15/02

Aaa

50,000

50,758

7.03% 11/15/03

Aaa

24,000

24,540

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 4.5313% 2/5/03 (f)(h)

Baa2

21,631

21,570

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

A2

50,000

52,252

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

41,470

41,333

TOTAL ASSET-BACKED SECURITIES

(Cost $1,103,042)

1,037,771

Collateralized Mortgage Obligations - 0.1%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (f)(h)

Ba3

124,575

59,121

Collateralized Mortgage Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

$ 100,000

$ 94,937

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

96,242

sequential pay Series 2000-49 Class A,
8% 3/18/27

Aaa

148,751

155,165

TOTAL U.S. GOVERNMENT AGENCY

346,344

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $407,679)

405,465

Commercial Mortgage Securities - 0.6%

Asset Securitization Corp. Series 1995-MD4
Class A1, 7.1% 8/13/29

AAA

196,650

204,183

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X, 1.0934% 4/15/36 (h)

Aaa

1,472,200

98,223

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

100,000

102,871

Class B, 7.48% 2/1/08

A

80,000

82,125

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E, 5.2838% 1/10/13 (f)(h)

Baa1

220,000

220,274

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

Baa2

200,000

199,718

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

131,688

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (h)

-

320,000

252,221

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (f)(h)

-

250,000

48,750

Series 1997-B Class E, 7.8912% 9/15/19 (f)(h)

-

100,000

4,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

69,792

65,441

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba1

$ 250,000

$ 236,797

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(h)

Baa3

180,000

168,863

LTC Commercial Mortgage pass thru certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

398,906

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

100,397

99,612

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 8.6225% 1/15/03 (f)(h)

-

125,000

118,327

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

80,000

81,906

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (f)

Baa2

140,000

136,019

Class E2, 7.224% 12/15/10 (f)

Baa3

100,000

95,156

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,139,537)

2,745,080

Foreign Government and Government Agency Obligations (i) - 0.0%

United Mexican States:

8.375% 1/14/11

Baa3

70,000

70,700

9.875% 2/1/10

Baa3

80,000

87,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $151,914)

158,220

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

153,950

Floating Rate Loans - 1.8%

CONSUMER DISCRETIONARY - 0.3%

Auto Components - 0.0%

Exide Corp. Tranche B term loan 9.1162% 3/18/05 (h)

-

98,292

93,377

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (h)

Ba2

$ 530,000

$ 535,300

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (h)

-

75,000

75,281

610,581

Household Durables - 0.1%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (h)

Ba3

91,543

92,230

Tranche C term loan 6.1875% 12/15/05 (h)

Ba3

65,864

66,358

Tranche D term loan 6.4375% 12/15/06 (h)

Ba3

86,236

86,882

245,470

Media - 0.1%

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (h)

-

228,102

222,399

TOTAL CONSUMER DISCRETIONARY

1,171,827

CONSUMER STAPLES - 0.0%

Tobacco - 0.0%

UST, Inc. Tranche B term loan 7.1579% 2/16/05 (h)

A2

198,251

200,729

FINANCIALS - 0.5%

Diversified Financials - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (h)

-

151,624

141,011

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (h)

-

200,000

200,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (h)

Ba3

100,000

99,000

Tranche B term loan 8.01% 12/31/07 (h)

-

300,000

300,000

Charter Communication Operating LLC Tranche B term loan 6.91% 3/18/08 (h)

Ba3

730,000

720,875

Nextel Finance Co.:

Tranche B term loan 7.415% 6/30/08 (h)

Ba2

300,000

277,500

Tranche C term loan 7.75% 12/31/08 (h)

Ba2

300,000

277,500

Tritel Holding Corp. Tranche B term loan 8.4% 12/31/07 (h)

B2

230,000

228,275

2,244,161

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (h)

-

$ 140,625

$ 140,977

Unilab Corp. Tranche B term loan 7.6875% 11/23/06 (h)

B1

194,278

196,464

337,441

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (h)

Ba3

137,897

136,863

Tranche C term loan 6.9399% 7/21/07 (h)

Ba3

165,476

164,235

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (h)

Ba3

350,000

350,875

651,973

Machinery - 0.1%

SPX Corp. Tranche C term loan 7.1252% 12/31/07 (h)

-

249,375

249,687

TOTAL INDUSTRIALS

901,660

MATERIALS - 0.3%

Chemicals - 0.2%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (h)

-

115,940

116,955

Tranche C term loan 7.219% 6/30/08 (h)

-

211,657

213,509

Lyondell Chemical Co. sr. secured Tranche E term loan 8.5063% 5/17/06 (h)

-

392,687

401,523

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (h)

-

200,000

202,000

933,987

Containers & Packaging - 0.1%

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (h)

-

168,058

168,058

U.S. Can Corp. Tranche B term loan 8.33% 10/4/08 (h)

-

99,306

98,313

266,371

TOTAL MATERIALS

1,200,358

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.2%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (h)

-

$ 500,000

$ 502,500

Triton PCS, Inc. Tranche B term loan 6.9063% 2/4/07 (h)

-

500,000

496,250

998,750

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (h)

-

500,000

450,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (h)

-

130,000

123,175

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (h)

Ba2

400,000

396,000

969,175

TOTAL TELECOMMUNICATION SERVICES

1,967,925

TOTAL FLOATING RATE LOANS

(Cost $8,151,542)

8,024,101

Commercial Paper - 0.1%

British Telecommunications PLC 4.8538% 10/9/01 (h)
(Cost $249,864)

250,000

249,170

Money Market Funds - 4.4%

Shares

Fidelity Cash Central Fund, 4.09% (c)

12,307,214

12,307,214

Fidelity Money Market Central Fund, 4.21% (c)

6,797,743

6,797,743

Fidelity Securities Lending
Cash Central Fund, 4.02% (c)

411,900

411,900

TOTAL MONEY MARKET FUNDS

(Cost $19,516,857)

19,516,857

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $453,197,394)

442,340,830

NET OTHER ASSETS - 0.3%

1,502,236

NET ASSETS - 100%

$ 443,843,066

Futures Contracts

Expiration
Date

Underlying
Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

59 S&P 500 Stock Index Contracts

Sept. 2001

$ 18,167,575

$ (893,220)

The face value of futures purchased as a percentage of net assets - 4.1%

Legend

(a) Non-income producing

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

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,471,990 or 2.6% of net assets.

(g) 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 $1,098,998.

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

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

11/1/99

$ 787,500

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.6%

AAA, AA, A

5.0%

Baa

2.8%

BBB

2.2%

Ba

2.9%

BB

3.1%

B

7.7%

B

7.6%

Caa

1.6%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $82,303,653 and $98,871,212, respectively of which long-term U.S. Government and government agency obligations aggregated $13,896,750 and $19,170,340, respectively.

The market value of futures contracts opened and closed during the period amounted to $41,016,688 and $39,597,351, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $860,000 or 0.2% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these instruments amounted to $8,024,101 or 1.8% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $452,830,695. Net unrealized depreciation aggregated $10,489,865, of which $51,469,211 related to appreciated investment securities and $61,959,076 related to depreciated investment securities.

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

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $395,844) (cost $453,197,394) - See accompanying schedule

$ 442,340,830

Cash

330,529

Receivable for investments sold

2,194,390

Receivable for fund shares sold

276,530

Dividends receivable

208,534

Interest receivable

1,387,691

Receivable for daily variation on futures contracts

69,325

Other receivables

219

Total assets

446,808,048

Liabilities

Payable for investments purchased
Regular delivery

$ 1,053,955

Delayed delivery

1,160,722

Payable for fund shares redeemed

53,249

Accrued management fee

216,496

Distribution fees payable

1,973

Other payables and
accrued expenses

66,687

Collateral on securities loaned,
at value

411,900

Total liabilities

2,964,982

Net Assets

$ 443,843,066

Net Assets consist of:

Paid in capital

$ 460,545,821

Undistributed net investment income

7,817,905

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

(12,770,891)

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

(11,749,769)

Net Assets

$ 443,843,066

Initial Class:
Net Asset Value, offering price
and redemption price per share ($427,590,466 ÷ 33,438,967 shares)

$12.79

Service Class:
Net Asset Value, offering price and redemption price per share ($10,997,633 ÷ 865,147 shares)

$12.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($5,254,967 ÷ 414,647 shares)

$12.67

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 1,957,179

Interest

5,732,568

Security lending

9,500

Total income

7,699,247

Expenses

Management fee

$ 1,334,813

Transfer agent fees

152,804

Distribution fees

10,901

Accounting and security lending fees

87,698

Non-interested trustees' compensation

818

Custodian fees and expenses

12,669

Audit

13,654

Legal

1,136

Reports to shareholders

37,486

Miscellaneous

214

Total expenses before reductions

1,652,193

Expense reductions

(2,471)

1,649,722

Net investment income

6,049,525

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(11,815,323)

Foreign currency transactions

17

Futures contracts

(1,884,444)

(13,699,750)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(20,591,335)

Assets and liabilities in
foreign currencies

(28)

Futures contracts

(57,317)

(20,648,680)

Net gain (loss)

(34,348,430)

Net increase (decrease) in net assets resulting from operations

$ (28,298,905)

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

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 6,049,525

$ 14,340,647

Net realized gain (loss)

(13,699,750)

16,729,357

Change in net unrealized appreciation (depreciation)

(20,648,680)

(102,678,511)

Net increase (decrease) in net assets resulting from operations

(28,298,905)

(71,608,507)

Distributions to shareholders
From net investment income

(13,343,864)

(11,727,781)

From net realized gain

(16,105,049)

(47,570,525)

Total distributions

(29,448,913)

(59,298,306)

Share transactions - net increase (decrease)

3,885,938

37,231,520

Total increase (decrease) in net assets

(53,861,880)

(93,675,293)

Net Assets

Beginning of period

497,704,946

591,380,239

End of period (including undistributed net investment income of $7,817,905 and $15,347,357, respectively)

$ 443,843,066

$ 497,704,946

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

1,407,564

$ 18,498,741

3,923,103

$ 63,060,473

Reinvested

2,071,741

28,507,156

3,619,549

58,129,957

Redeemed

(3,502,317)

(45,740,931)

(5,674,304)

(91,790,709)

Net increase (decrease)

(23,012)

$ 1,264,966

1,868,348

$ 29,399,721

Service Class
Sold

49,805

$ 662,883

313,089

$ 5,014,523

Reinvested

53,533

732,326

72,504

1,157,887

Redeemed

(107,714)

(1,378,918)

(108,353)

(1,714,212)

Net increase (decrease)

(4,376)

$ 16,291

277,240

$ 4,458,198

Service Class 2 A
Sold

195,646

$ 2,557,350

230,119

$ 3,591,200

Reinvested

15,343

209,431

655

10,461

Redeemed

(12,526)

(162,100)

(14,590)

(228,060)

Net increase (decrease)

198,463

$ 2,604,681

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 12,927,664

$ 11,501,649

Service Class

322,572

224,107

Service Class 2 A

93,628

2,025

Total

$ 13,343,864

$ 11,727,781

From net realized gain
Initial Class

$ 15,579,492

$ 46,628,308

Service Class

409,754

933,781

Service Class 2 A

115,803

8,436

Total

$ 16,105,049

$ 47,570,525

$ 29,448,913

$ 59,298,306

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

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

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.17 D

.42D

.40D

.41D

.36D

.21

Net realized and unrealized gain (loss)

(.93)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(.76)

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.39)

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(.86)

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 12.79

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(5.69)%

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 427,590

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.72% A

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after
all expense reductions

.72% A

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.65% A

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

38% A

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.16

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(.93)

(2.50)

2.03

2.14

.34

Total from investment operations

(.77)

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.37)

(.36)

(.41)

(.34)

-

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

-

Total distributions

(.84)

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 12.71

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(5.79)%

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,998

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.82% A

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after all expense reductions

.82% A

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.54% A

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

38% A

147%

92%

98%

90%

A Annualized

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.30

$ 17.78

Income from Investment Operations

Net investment income D

.15

.34

Net realized and unrealized gain (loss)

(.93)

(1.96)

Total from investment operations

(.78)

(1.62)

Less Distributions

From net investment income

(.38)

(.36)

From net realized gain

(.47)

(1.50)

Total distributions

(.85)

(1.86)

Net asset value, end of period

$ 12.67

$ 14.30

Total Return B, C

(5.88)%

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,255

$ 3,091

Ratio of expenses to average net assets

.98% A

.97% A

Ratio of expenses to average net assets after all expense reductions

.98% A

.95% A, F

Ratio of net investment income to average net assets

2.38% A

2.33% A

Portfolio turnover rate

38% A

147%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Balanced -
Initial Class

-5.34%

9.23%

9.30%

Fidelity Balanced 60/40 Composite

-4.78%

12.02%

14.54%

S&P 500 ®

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

Variable Annuity Balanced Funds Average

-0.54%

10.31%

n/a

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

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity balanced funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 71 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Balanced Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $17,811 - a 78.11% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $29,783 - a 197.83% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,811 - a 68.11% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,140 - a 141.40% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

2.6

Microsoft Corp.

2.1

Philip Morris Companies, Inc.

1.5

Pfizer, Inc.

1.4

Citigroup, Inc.

1.4

9.0

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

14.2

Information Technology

11.0

Consumer Discretionary

10.1

Health Care

7.3

Industrials

7.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

58.9%

Bonds

37.8%

Short-Term Investments and Net Other Assets

3.1%

Other Investments

0.2%



* Foreign investments 4.3%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

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

Q. How did the fund perform, John?

J.A. For the six months that ended June 30, 2001, the fund outperformed both the Fidelity Balanced 60/40 Composite Index and the variable annuity balanced funds average tracked by Lipper Inc., which returned -2.43% and -1.72%, respectively. For the 12 months that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -4.78% and -0.54%, respectively.

Q. Why did the fund beat its benchmark and peer group average during the past six months?

J.A. The fund's defensive posture, which hurt performance in previous reporting periods, helped this time around on both fronts. A good portion of our advantage relative to the index in particular came from equities due to our underweighting in technology, by far the market's worst performing sector during the period. Within the sector, my focus was on further reducing exposure to higher-volatility names that were trading at high valuations and whose fundamentals were deteriorating amid a slowing economy. This strategy had us holding a much smaller concentration than the index in some of tech's fallen stars - namely Nortel, Cisco, Corning and Oracle - which suffered precipitous declines. Underweighting just these four stocks accounted for more than half of our relative advantage. Equally important were the stocks on which I had a positive stance. Given the Federal Reserve Board's strong bias toward lowering interest rates, I increased the fund's weighting in more-cyclically oriented tech stocks, which tend to outperform in anticipation of an improving economy. I found plenty of mid-caps in both the semiconductor and semiconductor-capital equipment spaces early in the period that were trading at particularly attractive valuations. I emphasized a handful of stocks, including NVIDIA, KLA Tencor, LAM Research and Novellus, which bucked the downturn and performed extremely well. On top of our cyclical positioning, I had a sizable stable-growth component in the portfolio that also fared well. Names such as McGraw-Hill were reliable "steady Eddies" that successfully navigated a challenging market backdrop. Some of the stocks I've mentioned thus far were no longer held at the end of the period.

Q. What other stocks had a big influence on performance during the period?

J.A. Philip Morris was another great stock to have in a volatile market environment. Improving fundamentals at the food, tobacco and beverage giant helped it overcome a slowing economy and soundly beat earnings estimates. The impending spin-off of its Kraft Foods division unleashed more value in the company and further boosted the stock. Alcoa benefited from the emerging power shortages plaguing the western U.S., electing to idle its aluminum production in certain regions and sell its high-priced power back to the grid operators. On the down side, our financial holdings generally disappointed. We bought brokerage stocks in the fourth quarter of 2000 when they ran up, but elected not to sell them early in 2001 as they corrected, which was a mistake. I still own many of the brokers, such as Charles Schwab, because I feel they're a good place to be over the long term. I also got caught holding too much American Express, as the stock slumped when business began to slow. The fund's health care exposure further restrained performance. One stock, Schering-Plough, did most of the damage, falling nearly 36% during the period.

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

K.G. It was a significant contributor to performance during the past six months. Aggressive Fed easing and a steepening yield curve provided a favorable backdrop for our investment-grade holdings, which gained an advantage on the index primarily through our emphasis on the spread sectors - particularly corporate bonds - which handily outperformed Treasuries. Curve positioning was critical, as we were overweighted in the intermediate part of the curve where most of the returns were concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key, and I managed to capitalize on the volatility that marked the corporate market during the period. Finally, diversification proved invaluable, as I was able to avoid several major credit problems pervading the period, most notably the meltdown in the technology space and the California utility debacle.

Q. John, what's your outlook?

J.A. I expect market volatility to continue until the end of the summer, when we'll be better able to gauge the timing of an economic recovery. While the flagging economy may not turn this calendar year, I still think that lower interest rates and a federal tax cut will ultimately stimulate growth. So, I feel pretty bullish, yet fully cognizant of the fact that we probably have some more pain to endure between now and then. In the meantime, I like how the fund is currently positioned, maintaining a balanced weighting of cyclically oriented stocks and more stable growth names.

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


Fund Facts

Goal: seeks both income and growth of capital

Start date: January 3, 1995

Size: as of June 30, 2001, more than $296 million

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

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 53.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.3%

Auto Components - 0.1%

TRW, Inc.

10,200

$ 418,200

Automobiles - 0.2%

Ford Motor Co.

18,800

461,540

Hotels Restaurants & Leisure - 0.0%

Six Flags, Inc. (a)

3,400

71,536

Household Durables - 0.7%

Black & Decker Corp.

11,800

465,628

Maytag Corp.

14,900

435,974

Mohawk Industries, Inc. (a)

17,900

630,080

Whirlpool Corp.

7,600

475,000

2,006,682

Media - 3.6%

AOL Time Warner, Inc. (a)

48,812

2,587,036

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

45,700

799,293

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

200

2

Clear Channel Communications, Inc. (a)

5,900

369,930

General Motors Corp. Class H

19,200

388,800

McGraw-Hill Companies, Inc.

29,100

1,924,965

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

199

1,194

Omnicom Group, Inc.

16,600

1,427,600

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

150

38

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

41,711

2,158,524

Walt Disney Co.

31,400

907,146

10,564,528

Multiline Retail - 1.5%

Costco Wholesale Corp. (a)

16,700

700,231

Dillards, Inc. Class A

31,200

476,424

Federated Department Stores, Inc. (a)

13,400

569,500

JCPenney Co., Inc.

17,100

450,756

Kmart Corp. (a)

53,200

610,204

Sears, Roebuck & Co.

1,900

80,389

Wal-Mart Stores, Inc.

33,100

1,615,280

4,502,784

Specialty Retail - 1.2%

AutoNation, Inc.

3,700

42,920

Gap, Inc.

25,900

751,100

Home Depot, Inc.

29,750

1,384,863

Lowe's Companies, Inc.

8,900

645,695

Mothers Work, Inc. (a)(k)

3

22

Staples, Inc. (a)

54,600

820,092

3,644,692

TOTAL CONSUMER DISCRETIONARY

21,669,962

CONSUMER STAPLES - 4.3%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

12,500

515,000

Shares

Value (Note 1)

PepsiCo, Inc.

19,000

$ 839,800

The Coca-Cola Co.

27,600

1,242,000

2,596,800

Food & Drug Retailing - 0.3%

Rite Aid Corp. (a)

75,800

682,200

Rite Aid Corp. (a)(k)

29,000

234,900

Rite Aid Corp. warrants 6/27/06 (a)(k)

4,243

21,215

938,315

Food Products - 0.1%

Quaker Oats Co.

3,700

337,625

Household Products - 0.9%

Colgate-Palmolive Co.

12,600

743,274

Kimberly-Clark Corp.

12,100

676,390

Procter & Gamble Co.

18,200

1,161,160

2,580,824

Personal Products - 0.6%

Gillette Co.

64,900

1,881,451

Tobacco - 1.5%

Philip Morris Companies, Inc.

84,500

4,288,375

TOTAL CONSUMER STAPLES

12,623,390

ENERGY - 3.1%

Energy Equipment & Services - 0.9%

Baker Hughes, Inc.

23,900

800,650

Diamond Offshore Drilling, Inc.

10,200

337,110

Halliburton Co.

15,200

541,120

Schlumberger Ltd. (NY Shares)

9,300

489,645

Transocean Sedco Forex, Inc.

10,400

429,000

2,597,525

Oil & Gas - 2.2%

Chevron Corp.

10,600

959,300

Conoco, Inc. Class B

32,300

933,470

Exxon Mobil Corp.

44,366

3,875,370

Royal Dutch Petroleum Co. (NY Shares)

16,200

943,974

6,712,114

TOTAL ENERGY

9,309,639

FINANCIALS - 9.6%

Banks - 2.0%

Bank of America Corp.

33,900

2,035,017

Bank of New York Co., Inc.

40,900

1,963,200

FleetBoston Financial Corp.

19,100

753,495

Pacific Century Financial Corp.

31,500

812,385

U.S. Bancorp

20,000

455,800

6,019,897

Diversified Financials - 5.6%

American Express Co.

30,500

1,183,400

Bear Stearns Companies, Inc.

7,700

454,069

Charles Schwab Corp.

79,250

1,212,525

Citigroup, Inc.

78,900

4,169,076

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Fannie Mae

22,600

$ 1,924,390

Freddie Mac

28,200

1,974,000

Household International, Inc.

9,100

606,970

J.P. Morgan Chase & Co.

44,300

1,975,780

Merrill Lynch & Co., Inc.

26,600

1,576,050

Morgan Stanley Dean Witter & Co.

23,700

1,522,251

16,598,511

Insurance - 2.0%

AFLAC, Inc.

19,300

607,757

Allstate Corp.

17,600

774,224

American International Group, Inc.

48,150

4,140,900

Conseco, Inc.

22,800

311,220

5,834,101

TOTAL FINANCIALS

28,452,509

HEALTH CARE - 7.1%

Biotechnology - 0.5%

Amgen, Inc. (a)

18,600

1,154,130

Immunex Corp. (a)

22,500

383,625

1,537,755

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc.

17,400

630,576

Becton, Dickinson & Co.

18,100

647,799

Guidant Corp. (a)

24,200

871,200

Medtronic, Inc.

20,200

929,402

St. Jude Medical, Inc. (a)

14,200

852,000

3,930,977

Health Care Providers & Services - 0.3%

Cardinal Health, Inc.

6,800

469,200

McKesson HBOC, Inc.

13,300

493,696

962,896

Pharmaceuticals - 4.9%

Allergan, Inc.

5,700

487,350

American Home Products Corp.

33,700

1,969,428

Bristol-Myers Squibb Co.

40,400

2,112,920

Eli Lilly & Co.

18,400

1,361,600

Johnson & Johnson

18,000

900,000

Merck & Co., Inc.

21,900

1,399,629

Pfizer, Inc.

105,300

4,217,265

Pharmacia Corp.

9,400

431,930

Schering-Plough Corp.

44,100

1,598,184

14,478,306

TOTAL HEALTH CARE

20,909,934

INDUSTRIALS - 6.3%

Aerospace & Defense - 0.5%

General Dynamics Corp.

17,300

1,346,113

Shares

Value (Note 1)

Building Products - 0.3%

Masco Corp.

32,200

$ 803,712

Commercial Services & Supplies - 0.2%

ANC Rental Corp. (a)

462

1,848

Ecolab, Inc.

14,800

606,356

608,204

Electrical Equipment - 0.1%

Molex, Inc. Class A (non-vtg.)

8,100

238,545

Industrial Conglomerates - 3.6%

General Electric Co.

159,400

7,770,750

Minnesota Mining & Manufacturing Co.

8,200

935,620

Tyco International Ltd.

38,570

2,102,065

10,808,435

Machinery - 1.2%

Albany International Corp. Class A (a)

20,700

391,230

Caterpillar, Inc.

16,100

805,805

Danaher Corp.

13,100

733,600

Eaton Corp.

10,000

701,000

Illinois Tool Works, Inc.

7,900

500,070

Ingersoll-Rand Co.

12,800

527,360

3,659,065

Road & Rail - 0.4%

Norfolk Southern Corp.

16,000

331,200

Union Pacific Corp.

16,200

889,542

1,220,742

TOTAL INDUSTRIALS

18,684,816

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 0.8%

CIENA Corp. (a)

5,300

201,771

Cisco Systems, Inc. (a)

50,600

980,122

Comverse Technology, Inc. (a)

7,500

432,075

Harris Corp.

8,500

231,285

Motorola, Inc.

34,300

568,008

2,413,261

Computers & Peripherals - 1.6%

Dell Computer Corp. (a)

38,000

1,029,800

EMC Corp. (a)

13,300

386,365

Hewlett-Packard Co.

8,600

245,960

International Business Machines Corp.

18,900

2,135,700

Sun Microsystems, Inc. (a)

51,000

826,200

4,624,025

Electronic Equipment & Instruments - 1.3%

Agilent Technologies, Inc. (a)

11,700

380,250

Amphenol Corp. Class A (a)

9,600

384,480

Arrow Electronics, Inc. (a)

11,200

272,048

Avnet, Inc.

25,882

580,274

AVX Corp.

18,200

382,200

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

60

0

KEMET Corp. (a)

18,500

366,485

Millipore Corp.

9,300

576,414

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

PerkinElmer, Inc.

11,200

$ 308,336

Tektronix, Inc. (a)

7,300

198,195

Thermo Electron Corp. (a)

15,000

330,300

3,778,982

Semiconductor Equipment & Products - 4.2%

Applied Materials, Inc. (a)

8,800

452,584

ASML Holding NV (NY Shares) (a)

15,000

338,250

Atmel Corp. (a)

24,200

313,390

Axcelis Technologies, Inc.

11,700

175,149

Cabot Microelectronics Corp. (a)

6,000

375,060

Cypress Semiconductor Corp. (a)

23,300

555,705

Fairchild Semiconductor International, Inc. Class A (a)

51,100

1,175,300

Helix Technology, Inc.

16,900

515,112

Hynix Semiconductor, Inc. (a)

79,300

170,429

Integrated Circuit Systems, Inc. (a)

28,900

551,990

Integrated Device Technology, Inc. (a)

15,100

454,208

Intel Corp.

40,000

1,219,600

Intersil Corp. Class A (a)

11,900

406,980

KLA-Tencor Corp. (a)

11,500

675,050

LAM Research Corp. (a)

23,700

712,185

LTX Corp. (a)

17,300

444,956

Mattson Technology, Inc. (a)

5,000

84,900

Micron Technology, Inc. (a)

37,200

1,528,920

National Semiconductor Corp. (a)

18,800

547,456

Teradyne, Inc. (a)

51,200

1,694,720

Varian Semiconductor Equipment Associates, Inc. (a)

5,400

219,240

12,611,184

Software - 2.8%

Computer Associates International, Inc.

21,500

774,000

Microsoft Corp. (a)

87,600

6,308,076

NVIDIA Corp. (a)

13,900

1,279,773

8,361,849

TOTAL INFORMATION TECHNOLOGY

31,789,301

MATERIALS - 2.3%

Chemicals - 1.0%

Dow Chemical Co.

27,900

927,675

E.I. du Pont de Nemours and Co.

15,104

728,617

Praxair, Inc.

28,200

1,325,400

2,981,692

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

5,600

277,144

Shares

Value (Note 1)

Metals & Mining - 0.9%

Alcan, Inc.

17,800

$ 750,092

Alcoa, Inc.

44,700

1,761,180

2,511,272

Paper & Forest Products - 0.3%

Georgia-Pacific Group

8,300

280,955

International Paper Co.

19,400

692,580

973,535

TOTAL MATERIALS

6,743,643

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 2.0%

AT&T Corp.

37,504

825,088

BellSouth Corp.

31,900

1,284,613

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

70

1

Loral Orion Network Systems, Inc.:

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

290

145

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

50

25

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

290

290

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

210

630

Qwest Communications International, Inc.

14,200

452,554

SBC Communications, Inc.

35,070

1,404,904

Verizon Communications

34,200

1,829,700

5,797,950

UTILITIES - 0.5%

Electric Utilities - 0.3%

AES Corp. (a)

22,600

972,930

Multi-Utilities - 0.2%

Enron Corp.

10,400

509,600

TOTAL UTILITIES

1,482,530

TOTAL COMMON STOCKS

(Cost $133,018,661)

157,463,674

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

6,717

134

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

6,466

$ 688,629

PRIMEDIA, Inc. Series F, $9.20

4,135

314,260

1,002,889

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,736

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

253,191

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,305,816

TOTAL PREFERRED STOCKS

(Cost $1,284,665)

1,305,950

Corporate Bonds - 13.2%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (f)

-

$ 50,000

56,750

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

B1

200,000

122,000

TOTAL CONVERTIBLE BONDS

178,750

Nonconvertible Bonds - 13.1%

CONSUMER DISCRETIONARY - 2.5%

Auto Components - 0.0%

Accuride Corp. 9.25% 2/1/08

B2

100,000

65,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

125,000

76,250

141,250

Hotels Restaurants & Leisure - 0.5%

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

B2

170,000

176,800

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

B2

120,000

119,100

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

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

B2

$ 90,000

$ 90,900

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

300,000

303,000

Park Place Entertainment Corp. 8.125% 5/15/11 (f)

Ba2

160,000

158,800

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

200,000

190,692

Six Flags, Inc. 9.5% 2/1/09 (f)

B3

200,000

199,500

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

Ba1

150,000

153,000

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

190,000

203,300

1,595,092

Household Durables - 0.1%

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

20,000

19,350

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

B1

160,000

158,400

177,750

Media - 1.8%

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

B3

270,000

251,100

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

151,500

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

Ba1

650,000

642,694

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

Caa2

200,000

100,000

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

0% 1/15/10 (d)

B2

385,000

257,950

8.25% 4/1/07

B2

180,000

169,200

10.75% 10/1/09

B2

70,000

72,100

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

A3

115,000

123,819

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

B2

710,000

397,600

Granite Broadcasting Corp. 10.375% 5/15/05

Caa1

91,000

60,060

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

Baa3

500,000

507,690

News America, Inc. 7.28% 6/30/28

Baa3

200,000

178,800

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

40,000

40,000

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

B3

260,000

119,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

B2

$ 170,000

$ 171,700

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

120,000

119,700

Radio One, Inc. 8.875% 7/1/11 (f)

B3

220,000

220,000

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

B3

10,000

7,700

Telewest PLC yankee 11% 10/1/07

B2

555,000

460,650

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

150,000

161,634

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

Baa1

910,000

985,412

UIH Australia/Pacific, Inc.

14% 5/15/06

Caa2

410,000

123,000

5,321,909

Multiline Retail - 0.1%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

20,000

16,600

6.5% 6/15/02

Baa3

100,000

98,500

6.9% 8/15/26

Ba2

50,000

48,000

7.375% 6/15/04

Ba2

20,000

19,100

7.375% 8/15/08

Ba2

35,000

31,150

7.4% 4/1/37

Ba2

20,000

18,400

7.6% 4/1/07

Ba2

10,000

9,250

7.95% 4/1/17

Ba2

15,000

12,150

253,150

TOTAL CONSUMER DISCRETIONARY

7,489,151

CONSUMER STAPLES - 0.3%

Food & Drug Retailing - 0.1%

Rite Aid Corp.:

11.25% 7/1/08 (f)

Caa2

40,000

40,300

12.5% 9/15/06 (f)

-

215,000

232,200

272,500

Household Products - 0.0%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

44,211

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Tobacco - 0.2%

Philip Morris Companies, Inc. 6.95% 6/1/06

A2

$ 500,000

$ 510,925

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

Baa2

200,000

202,892

713,817

TOTAL CONSUMER STAPLES

1,030,528

ENERGY - 0.2%

Oil & Gas - 0.2%

Chesapeake Energy Corp. 8.125% 4/1/11 (f)

B2

360,000

336,600

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

185,000

192,339

528,939

FINANCIALS - 4.6%

Banks - 1.5%

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

A1

500,000

503,670

Bank One Corp. 7.875% 8/1/10

A1

400,000

428,756

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

475,990

BankBoston Corp. 6.625% 2/1/04

A3

200,000

204,286

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

350,165

8.55% 9/29/49 (e)(f)

Aa2

145,000

155,898

Capital One Bank 6.375% 2/15/03

Baa2

250,000

250,520

First Union Corp. 7.55% 8/18/05

A1

715,000

756,606

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

288,013

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

172,883

7.125% 4/22/04

Baa2

80,000

82,317

7.375% 9/17/04

Baa2

160,000

166,210

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

100,947

6.875% 11/15/02

Baa2

300,000

306,564

4,242,825

Diversified Financials - 2.6%

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

A3

250,000

253,818

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

Aa3

250,000

252,415

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

Ba3

205,000

209,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

$ 225,000

$ 227,813

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

Baa3

210,000

189,050

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

415,220

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

200,000

199,758

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

A3

100,000

101,485

Ford Motor Credit Co.:

6.875% 2/1/06

A2

150,000

152,907

7.375% 2/1/11

A2

100,000

101,463

7.875% 6/15/10

A2

550,000

576,763

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

300,000

308,478

7.5% 7/15/05

A2

500,000

522,840

7.75% 1/19/10

A2

200,000

210,372

Household Finance Corp. 6.5% 1/24/06

A2

150,000

152,495

HSBC Capital Funding LP 9.547% 12/31/49 (e)(f)

A1

200,000

225,256

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

350,000

371,000

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

300,000

302,199

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

A2

140,000

143,028

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

200,000

208,440

7.875% 11/15/10

Baa2

315,000

331,566

PTC International Finance BV yankee 0% 7/1/07 (d)

B2

190,000

161,500

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

250,000

262,330

SESI LLC 8.875% 5/15/11 (f)

B1

115,000

113,850

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

366,701

6.875% 11/15/28

Baa1

390,000

327,748

TCI Communications
Financing III 9.65% 3/31/27

A3

180,000

196,429

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

Baa3

100,000

104,000

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

160,000

151,598

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

300,000

324,624

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

208,000

7,672,246

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Real Estate - 0.5%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 99,161

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

513,075

EOP Operating LP:

6.625% 2/15/05

Baa1

200,000

203,326

6.75% 2/15/08

Baa1

100,000

98,431

ERP Operating LP 7.1% 6/23/04

A3

200,000

206,428

Meditrust Corp. 7.82% 9/10/26

Ba3

155,000

148,800

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,983

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

200,000

208,500

1,547,704

TOTAL FINANCIALS

13,462,775

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

155,000

158,875

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

130,000

133,900

Unilab Corp. 12.75% 10/1/09

B3

70,000

81,200

373,975

INDUSTRIALS - 0.9%

Aerospace & Defense - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa3

435,000

447,232

Airlines - 0.1%

Air Canada 10.25% 3/15/11

B1

75,000

69,000

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

70,000

70,947

7.73% 9/15/12

Baa1

24,288

24,149

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

Aa2

70,000

73,634

7.92% 11/18/10

Aa3

50,000

52,383

290,113

Building Products - 0.1%

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

Ba2

310,000

306,900

Commercial Services & Supplies - 0.1%

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

Caa1

40,000

39,200

Iron Mountain, Inc. 10.125% 10/1/06

B2

160,000

168,800

208,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - 0.2%

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

$ 500,000

$ 495,820

Marine - 0.0%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

50,000

50,750

Road & Rail - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

484,140

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

347,759

831,899

TOTAL INDUSTRIALS

2,630,714

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

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

B3

265,000

257,050

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

280,000

266,000

523,050

Internet Software & Services - 0.0%

Concentric Network Corp. 12.75% 12/15/07

B

160,000

51,200

IT Consulting & Services - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

300,000

228,000

7.25% 9/1/02

Caa1

250,000

190,000

418,000

TOTAL INFORMATION TECHNOLOGY

992,250

MATERIALS - 0.4%

Chemicals - 0.2%

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

Caa1

210,000

130,200

IMC Global, Inc. 10.875% 6/1/08 (f)

Ba1

110,000

108,900

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

158,000

Methanex Corp. yankee 7.4% 8/15/02

Ba1

325,000

323,375

720,475

Containers & Packaging - 0.1%

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

B2

170,000

170,850

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Metals & Mining - 0.1%

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

B2

$ 109,000

$ 114,450

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

185,000

182,503

296,953

TOTAL MATERIALS

1,188,278

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.9%

AT&T Corp. 6.5% 3/15/29

A2

430,000

366,111

British Telecommunications PLC 7.875% 12/15/05

Baa1

400,000

421,253

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

700,000

750,974

Citizens Communications Co.:

8.5% 5/15/06

Baa2

165,000

168,284

9.25% 5/15/11

Baa2

275,000

284,859

France Telecom SA 7.2% 3/1/06 (f)

A3

500,000

515,005

Hyperion Telecommunications, Inc. 12% 11/1/07

Caa1

190,000

77,900

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

B3

240,000

175,200

Jazztel PLC yankee 14% 4/1/09

Caa1

180,000

68,400

Koninklijke KPN NV 8% 10/1/10

Baa2

457,000

435,516

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

Caa1

420,000

117,600

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

SBC Communications, Inc. 5.75% 5/2/06

Aa3

510,000

502,687

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

Baa1

220,000

216,449

Telefonica Europe BV 8.25% 9/15/30

A2

65,000

68,197

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

350,000

360,500

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

136,000

132,765

TELUS Corp. yankee 7.5% 6/1/07

Baa2

500,000

507,500

Triton PCS, Inc. 9.375% 2/1/11

B3

260,000

249,600

5,614,900

Wireless Telecommunication Services - 0.5%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (f)

Baa2

200,000

207,808

Echostar Broadband Corp. 10.375% 10/1/07

B1

380,000

378,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

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

Caa1

$ 211,000

$ 183,570

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

B1

600,000

396,000

Powertel, Inc. 11.125% 6/1/07

Baa1

160,000

173,600

1,339,078

TOTAL TELECOMMUNICATION SERVICES

6,953,978

UTILITIES - 1.4%

Electric Utilities - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

235,000

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

Baa2

300,000

274,791

CMS Energy Corp. 8.375% 7/1/03

Ba3

220,000

217,800

Hydro-Quebec 6.3% 5/11/11

A2

700,000

688,709

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

152,234

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

A3

545,000

486,069

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

Baa3

75,000

82,226

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

160,000

144,000

6.25% 3/1/04

B3

60,000

52,200

6.75% 10/1/23

B3

170,000

134,300

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

38,580

2,888,634

Gas Utilities - 0.3%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

70,000

69,104

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

193,806

7.625% 11/15/10

A3

135,000

141,453

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

500,000

522,185

Sempra Energy 7.95% 3/1/10

A2

95,000

94,116

1,020,664

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Multi-Utilities - 0.1%

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

Baa2

$ 240,000

$ 240,000

TOTAL UTILITIES

4,149,298

TOTAL NONCONVERTIBLE BONDS

38,799,886

TOTAL CORPORATE BONDS

(Cost $39,836,220)

38,978,636

U.S. Government and
Government Agency Obligations - 9.1%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

5.25% 6/15/06

Aaa

530,000

522,379

5.5% 5/2/06

AA-

350,000

346,500

6.25% 2/1/11

Aa2

165,000

162,911

7.125% 6/15/10

Aaa

320,000

341,549

7.25% 1/15/10

Aaa

310,000

333,104

7.25% 5/15/30

Aaa

1,045,000

1,132,008

Freddie Mac:

5.75% 3/15/09

Aaa

700,000

688,513

5.875% 3/21/11

Aa2

1,230,000

1,180,222

6% 6/15/11

Aaa

350,000

344,960

6.75% 3/15/31

Aaa

755,000

769,745

6.875% 1/15/05

Aaa

1,650,000

1,734,563

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

Aaa

7,729

7,927

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,564,381

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bills, yield at date of purchase 3.92%
to 4% 7/5/01 to 7/12/01 (h)

-

1,000,000

999,419

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

2,655,000

2,749,996

11.25% 2/15/15

Aaa

1,345,000

2,035,146

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

3,040,000

3,039,058

4.75% 11/15/08

Aaa

80,000

77,225

5% 2/15/11

Aaa

200,000

194,030

5.5% 5/31/03

Aaa

5,600,000

5,723,760

U.S. Government and
Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

6.5% 2/15/10

Aaa

$ 900,000

$ 966,654

7% 7/15/06

Aaa

3,425,000

3,715,063

TOTAL U.S. TREASURY OBLIGATIONS

19,500,351

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $26,925,680)

27,064,732

U.S. Government Agency -
Mortgage Securities - 13.8%

Fannie Mae - 9.8%

5.5% 2/1/11

Aaa

118,571

115,014

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

Aaa

1,623,647

1,579,594

6% 7/1/31 (g)

Aaa

5,000,000

4,796,875

6.5% 11/1/25 to 6/1/31

Aaa

10,730,814

10,577,010

6.5% 6/1/31 (g)

Aaa

3,000,000

2,951,250

7% 12/1/24 to 1/1/31

Aaa

3,758,055

3,779,871

7.5% 5/1/15 to 2/1/31

Aaa

4,385,459

4,479,775

8% 1/1/26

Aaa

711,140

738,028

TOTAL FANNIE MAE

29,017,417

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

300,491

307,532

Government National Mortgage Association - 3.9%

6.5% 10/15/27 to 7/15/29 (l)

Aaa

10,011,760

9,909,689

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

Aaa

559,522

564,592

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

Aaa

921,971

946,336

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,420,617

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $40,849,587)

40,745,566

Asset-Backed Securities - 0.6%

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

A1

200,000

202,812

Capital One Master Trust 5.45% 3/16/09

Aaa

400,000

394,313

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ford Credit Auto
Owner Trust:

5.54% 12/15/05

A1

$ 100,000

$ 99,637

5.71% 9/15/05

A2

90,000

89,944

6.4% 12/15/02

Aaa

80,000

81,213

7.03% 11/15/03

Aaa

145,000

148,263

Key Auto Finance Trust:

6.3% 10/15/03

A2

60,922

61,036

6.65% 10/15/03

Baa3

18,197

18,229

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

200,000

199,359

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

378,117

7.5% 11/15/07

A2

200,000

209,008

TOTAL ASSET-BACKED SECURITIES

(Cost $1,855,091)

1,881,931

Commercial Mortgage Securities - 1.1%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (f)(i)

Aa1

90,554

90,612

Class E, 5.2838% 1/10/13 (f)(i)

Baa1

420,000

420,523

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

500,000

530,015

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

Baa2

220,000

219,689

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

500,000

531,835

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

500,000

505,625

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(i)

Baa3

500,000

469,063

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

Aaa

500,000

500,938

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,224,142)

3,268,300

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

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ontario Province 6% 2/21/06

Aa3

$ 200,000

$ 202,644

Quebec Province yankee:

7.125% 2/9/24

A2

30,000

30,629

7.5% 7/15/23

A2

30,000

31,933

United Mexican States:

8.5% 2/1/06

Baa3

175,000

183,313

9.875% 2/1/10

Baa3

200,000

218,800

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $655,676)

667,319

Supranational Obligations - 0.2%

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

Aaa

500,000

513,165

Floating Rate Loans - 0.2%

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

196,995

195,518

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

236,394

234,621

TOTAL FLOATING RATE LOANS

(Cost $412,260)

430,139

Cash Equivalents - 9.9%

Shares

Fidelity Cash Central Fund, 4.09% (c)

29,215,788

29,215,788

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

109,863

109,863

TOTAL CASH EQUIVALENTS

(Cost $29,325,651)

29,325,651

TOTAL INVESTMENT
PORTFOLIO - 101.9%

(Cost $277,884,488)

301,645,063

NET OTHER ASSETS - (1.9)%

(5,594,107)

NET ASSETS - 100%

$ 296,050,956

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

51 S&P 500 Stock Index Contracts

Sept. 2001

$ 15,704,175

$ (632,951)

The face value of futures purchased as a percentage of net assets - 5.3%

Legend

(a) Non-income producing

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

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

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

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

(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 $7,624,348 or 2.6% of net assets.

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

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $999,419.

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Rite Aid Corp.

6/27/01

$ 217,500

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 21,215

(l) A portion of the security is subject to a forward commitment to sell.

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.6%

AAA, AA, A

26.0%

Baa

4.9%

BBB

4.0%

Ba

1.3%

BB

1.6%

B

2.5%

B

2.4%

Caa

0.6%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.1%. FMR has determined that unrated debt securities that are lower quality account for 0.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $173,230,449 and $171,675,080, respectively, of which long-term U.S. government and government agency obligations aggregated $74,772,108 and $73,760,872, respectively.

The market value of futures contracts opened and closed during the period amounted to $36,822,527 and $20,774,645, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,002 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $256,137 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $430,139 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $279,298,333. Net unrealized appreciation aggregated $22,346,730, of which $33,361,212 related to appreciated investment securities and $11,014,482 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,350,000 all of which will expire on December 31, 2008.

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

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $109,863) (cost $277,884,488) - See accompanying schedule

$ 301,645,063

Commitment to sell securities on a delayed delivery basis

$ (4,943,750)

Receivable for securities sold on a delayed delivery basis

4,970,313

26,563

Receivable for investments sold,
regular delivery

926,742

Receivable for fund shares sold

371,386

Dividends receivable

145,789

Interest receivable

1,506,853

Receivable for daily variation on
futures contracts

59,925

Total assets

304,682,321

Liabilities

Payable for investments purchased
Regular delivery

510,013

Delayed delivery

7,830,781

Payable for fund shares redeemed

20,894

Accrued management fee

105,845

Distribution fees payable

4,429

Other payables and accrued expenses

49,540

Collateral on securities loaned, at value

109,863

Total liabilities

8,631,365

Net Assets

$ 296,050,956

Net Assets consist of:

Paid in capital

$ 276,032,748

Undistributed net investment income

4,610,096

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

(7,745,231)

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

23,153,343

Net Assets

$ 296,050,956

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($258,285,576 ÷ 18,741,520 shares)

$13.78

Service Class:
Net Asset Value, offering price
and redemption price per
share ($26,558,789 ÷
1,933,567 shares)

$13.74

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,206,591 ÷ 818,415 shares)

$13.69

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 955,474

Interest

4,454,140

Security lending

644

Total income

5,410,258

Expenses

Management fee

$ 612,542

Transfer agent fees

95,806

Distribution fees

22,928

Accounting and security lending fees

55,976

Non-interested trustees' compensation

494

Custodian fees and expenses

14,216

Audit

13,074

Legal

1,164

Miscellaneous

7,662

Total expenses before reductions

823,862

Expense reductions

(23,334)

800,528

Net investment income

4,609,730

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,572,928)

Foreign currency transactions

612

Futures contracts

289,244

(4,283,072)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,776,580)

Assets and liabilities in foreign currencies

(454)

Futures contracts

(632,951)

Delayed delivery commitments

26,563

(3,383,422)

Net gain (loss)

(7,666,494)

Net increase (decrease) in net assets resulting from operations

$ (3,056,764)

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

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,609,730

$ 9,644,723

Net realized gain (loss)

(4,283,072)

(1,922,754)

Change in net unrealized appreciation (depreciation)

(3,383,422)

(21,477,945)

Net increase (decrease) in net assets resulting from operations

(3,056,764)

(13,755,976)

Distributions to shareholders
From net investment income

(10,202,857)

(10,025,969)

From net realized gain

-

(7,315,617)

In excess of net realized gain

-

(1,053,621)

Total distributions

(10,202,857)

(18,395,207)

Share transactions - net increase (decrease)

26,148,885

(37,111,951)

Total increase (decrease) in net assets

12,889,264

(69,263,134)

Net Assets

Beginning of period

283,161,692

352,424,826

End of period (including undistributed net investment income of $4,610,096 and $9,715,285, respectively)

$ 296,050,956

$ 283,161,692

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

2,284,904

$ 31,461,992

1,794,450

$ 26,671,199

Reinvested

636,973

9,051,388

1,146,173

16,906,054

Redeemed

(1,537,801)

(21,325,291)

(5,917,870)

(88,897,596)

Net increase (decrease)

1,384,076

$ 19,188,089

(2,977,247)

$ (45,320,343)

Service Class
Sold

134,867

$ 1,853,099

354,608

$ 5,304,117

Reinvested

66,778

946,241

100,855

1,483,572

Redeemed

(183,475)

(2,517,541)

(236,923)

(3,533,009)

Net increase (decrease)

18,170

$ 281,799

218,540

$ 3,254,680

Service Class 2 A
Sold

504,601

$ 6,938,211

335,010

$ 4,970,459

Reinvested

14,524

205,228

380

5,581

Redeemed

(34,610)

(464,442)

(1,490)

(22,328)

Net increase (decrease)

484,515

$ 6,678,997

333,900

$ 4,953,712

Distributions
From net investment income
Initial Class

$ 9,051,388

$ 9,221,484

Service Class

946,241

801,470

Service Class 2 A

205,228

3,015

Total

$ 10,202,857

$ 10,025,969

From net realized gain
Initial Class

$ -

$ 6,717,143

Service Class

-

596,231

Service Class 2 A

-

2,243

Total

$ -

$ 7,315,617

In excess of net realized gain
Initial Class

$ -

$ 967,427

Service Class

-

85,871

Service Class 2 A

-

323

Total

$ -

$ 1,053,621

$ 10,202,857

$ 18,395,207

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

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

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.22 D

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(.37)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.15)

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.52)

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

-

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

-

(.05)

-

-

-

-

Total distributions

(.52)

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 13.78

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(1.15)%

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 258,286

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.56% A

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after all
expense reductions

.55% A, F

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.26% A

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

129% A

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.22

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(.37)

(1.14)

.24

1.98

.35

Total from investment operations

(.15)

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.50)

(.47)

(.37)

(.36)

-

From net realized gain

-

(.35)

(.43)

(.55)

-

In excess of net realized gain

-

(.05)

-

-

-

Total distributions

(.50)

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 13.74

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(1.15)%

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 26,559

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.66% A

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after all expense reductions

.65% A, F

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.16% A

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

129% A

126%

108%

94%

98%

A Annualized

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.37

$ 15.59

Income from Investment Operations

Net investment income D

.20

.40

Net realized and unrealized gain (loss)

(.37)

(.75)

Total from investment operations

(.17)

(.35)

Less Distributions

From net investment income

(.51)

(.47)

From net realized gain

-

(.35)

In excess of net realized gain

-

(.05)

Total distributions

(.51)

(.87)

Net asset value, end of period

$ 13.69

$ 14.37

Total Return B, C

(1.29)%

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,207

$ 4,797

Ratio of expenses to average net assets

.82% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.83% A, F

Ratio of net investment income to average net assets

3.00% A

2.91% A

Portfolio turnover rate

129% A

126%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Contrafund -
Initial Class

-14.78%

13.57%

17.54%

S&P 500 ®

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a*

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

You can compare the fund's return to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Contrafund Portfolio Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $28,558 - a 185.58% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

2.8

Fannie Mae

2.2

Pfizer, Inc.

2.1

Minnesota Mining & Manufacturing Co.

1.9

Colgate-Palmolive Co.

1.9

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Energy

13.0

Industrials

13.0

Consumer Discretionary

11.3

Health Care

11.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

89.6%

Bonds

1.4%

Short-Term Investments and Net Other Assets

9.0%



* Foreign investments 16.8%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the six months that ended June 30, 2001, the fund trailed the Standard & Poor's 500 Index - which returned -6.70% - but topped the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund lagged the S&P 500 ® return of -14.83% and beat the Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. I anticipated a continued economic slowdown as we entered 2001, and had built positions in defensive areas such as insurance, consumer staples and energy stocks. Historically, these groups have produced steady earnings growth despite the economic climate. Then, in early January the Federal Reserve Board lowered interest rates and changed the complexion of the market. Immediately - and, I feel, prematurely - investors anticipated a rebound and interest-rate sensitive groups such as autos and housing emerged as market leaders. This change of events hurt the fund relative to the index, as we had little exposure here. As for the fund's peers, my underweighting in technology may have given the fund a slight edge.

Q. You lowered the fund's technology exposure from around 13% to 4% during the period. Did this de-emphasis help?

A. It did, as the technology sector declined nearly 20% during the period. As I've mentioned before, the tech stock bubble peaked in the spring of 2000, and the sector generally has declined ever since. Profit expectations fell by 70% during this time, making the valuations of large-cap tech stocks expensive despite the NASDAQ's 60% decline from its peak last year. Also, my experience suggested that earnings growth after the bubble bursts is never as good as expectations were during the bubble. In hindsight, I wish I had owned more Microsoft during the period, as the stock rose significantly on the heels of a strong new product cycle. Brocade Communications - which the fund no longer owned at the end of the period - and Cisco Systems were two of our tech holdings that performed poorly and hurt the fund's performance.

Q. Finance stocks accounted for about 21% of the fund's investments at the end of the period. Why did you like this group?

A. The sector is huge and growing, and it's still quite fragmented. For example, more than 6,000 banks operate in the U.S., versus only eight in Canada. The fund held large positions in regional banks that were generating good returns, including Fifth Third and M&T Bank. The fund's best individual performer during the period was Household International, which benefited from lower interest rates, disciplined expense management and solid earnings growth.

Q. Considering the fund's defensive flavor during the period, why didn't you add more health care stocks?

A. Drug stocks - which make up a good portion of the health care universe - endured a challenging period. Valuations were very high entering the period, and many drug companies released disappointing clinical results for their new drug prospects. Also, many suffered from fears of intensified generic competition as patent expirations approached. Schering-Plough, one of the fund's largest health care positions at the beginning of the period, struggled for these reasons, as well as unanticipated manufacturing problems. I retained a large stake in Pfizer, which, despite dropping in value during the period, was one of the few drug companies that met its earnings targets. The fund did benefit from owning hospital companies such as HCA and Tenet Healthcare. Increased demand, good cost controls and strong free cash flows helped hospital stocks.

Q. What's your outlook, Will?

A. The technology sector may continue to trail the broader market throughout 2001, as valuations remain high and a profit recovery could be muted by significant excess industry capacity. High valuations also could mute the recovery of many of the market's largest companies, which are still trading at price-to-earnings ratios twice their earnings growth rates. With the Federal Reserve lowering interest rates, economic activity should improve. Inflation remains subdued, so the broader market may perform well. At the end of the period, I was finding good ideas in the finance, health care and consumer cyclical sectors, all of which tend to benefit from falling interest rates and had steady growth and reasonable valuations.

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


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of June 30, 2001, more than $8.7 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.3%

Auto Components - 0.3%

Exide Corp.

100

$ 1,150

Goodyear Tire & Rubber Co.

441,400

12,359,200

Michelin SA (Compagnie Generale des Etablissements) Series B

352,200

11,182,192

Midas, Inc.

179,200

2,257,920

Snap-On, Inc.

79,500

1,920,720

27,721,182

Automobiles - 1.2%

Harley-Davidson, Inc.

16,000

753,280

Honda Motor Co. Ltd.

639,000

28,112,804

Nissan Motor Co. Ltd.

4,053,000

27,979,738

Toyota Motor Corp.

1,463,500

51,551,786

108,397,608

Hotels, Restaurants & Leisure - 1.9%

AFC Enterprises, Inc.

119,800

2,294,170

Brinker International, Inc. (a)

59,900

1,548,415

California Pizza Kitchen, Inc.

30,200

702,150

CBRL Group, Inc.

75,000

1,329,000

Darden Restaurants, Inc.

11,900

332,010

Harrah's Entertainment, Inc. (a)

79,600

2,809,880

International Game Technology (a)

105,000

6,588,750

Krispy Kreme Doughnuts, Inc. (a)

20,100

804,000

Marriott International, Inc. Class A

202,500

9,586,350

McDonald's Corp.

3,229,800

87,398,388

Outback Steakhouse, Inc. (a)

148,780

4,284,864

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

259,750

9,844,525

Park Place Entertainment Corp. (a)

130,900

1,583,890

PJ America, Inc. (a)(c)

581,700

4,921,182

Ryan's Family Steak Houses, Inc. (a)

188,500

2,433,535

Starwood Hotels & Resorts Worldwide, Inc. unit

497,200

18,535,616

Wendy's International, Inc.

266,400

6,803,856

161,800,581

Household Durables - 1.4%

Beazer Homes USA, Inc. (a)

25,000

1,587,250

Blyth, Inc.

69,000

1,773,990

Centex Corp.

329,600

13,431,200

Clayton Homes, Inc.

252,300

3,966,156

D.R. Horton, Inc.

126,600

2,873,820

Ethan Allen Interiors, Inc.

132,700

4,312,750

Harman International Industries, Inc.

658,100

25,067,029

Lennar Corp.

483,000

20,141,100

Mohawk Industries, Inc. (a)

355,620

12,517,824

Nintendo Co. Ltd.

100,600

18,309,974

Pulte Homes, Inc.

170,200

7,255,626

Shares

Value (Note 1)

Whirlpool Corp.

102,100

$ 6,381,250

Yankee Candle Co., Inc. (a)

76,700

1,456,533

119,074,502

Internet & Catalog Retail - 0.2%

eBay, Inc. (a)

268,900

18,204,530

Leisure Equipment & Products - 0.2%

Mattel, Inc.

1,002,000

18,957,840

Media - 2.4%

AOL Time Warner, Inc. (a)

441,100

23,378,300

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

1,247,000

21,810,030

Charter Communications, Inc. Class A (a)

1,390,400

32,465,840

Comcast Corp. Class A (special) (a)

694,600

30,180,370

Cox Communications, Inc. Class A (a)

113,700

5,036,910

E.W. Scripps Co. Class A

176,800

12,199,200

Insight Communications, Inc. (a)

97,300

2,531,746

McGraw-Hill Companies, Inc.

78,500

5,192,775

Mediacom Communications Corp.
Class A (a)

503,900

8,969,420

Omnicom Group, Inc.

163,100

14,026,600

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

1,117,536

57,832,488

213,623,679

Multiline Retail - 0.7%

Costco Wholesale Corp. (a)

40,300

1,689,779

JCPenney Co., Inc.

976,800

25,748,448

Kmart Corp. (a)

403,200

4,624,704

Sears, Roebuck & Co.

235,000

9,942,850

Stein Mart, Inc. (a)

616,800

6,309,864

Target Corp.

370,400

12,815,840

61,131,485

Specialty Retail - 2.5%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

284,530

3,300,548

AutoZone, Inc. (a)

108,300

4,061,250

Bed Bath & Beyond, Inc. (a)

1,404,200

42,715,764

Best Buy Co., Inc. (a)

93,100

5,913,712

Charming Shoppes, Inc. (a)

1,799,300

10,993,723

Copart, Inc. (a)

30,200

893,014

Footstar, Inc. (a)

396,300

13,632,720

Galyan's Trading Co., Inc. (a)

7,500

153,375

Gap, Inc.

758,700

22,002,300

Gymboree Corp. (a)

492,300

4,036,860

Home Depot, Inc.

468,840

21,824,502

Lowe's Companies, Inc.

129,200

9,373,460

Payless ShoeSource, Inc. (a)

66,900

4,328,430

Talbots, Inc.

322,400

14,105,000

The Bombay Company, Inc. (a)

505,500

1,364,850

TJX Companies, Inc.

1,224,200

39,015,254

Toys 'R' Us, Inc. (a)

746,900

18,485,775

218,879,437

Textiles & Apparel - 0.5%

Coach, Inc.

518,931

19,745,325

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

Delta Apparel, Inc.

8,870

$ 152,121

Delta Woodside Industries, Inc.

88,700

70,960

Duck Head Apparel Co., Inc. (a)

8,870

40,447

Jones Apparel Group, Inc. (a)

168,200

7,266,240

Liz Claiborne, Inc.

287,600

14,509,420

Vans, Inc. (a)

50,500

1,191,800

42,976,313

TOTAL CONSUMER DISCRETIONARY

990,767,157

CONSUMER STAPLES - 11.0%

Beverages - 2.5%

Anheuser-Busch Companies, Inc.

1,094,800

45,105,760

Diageo PLC

3,145,623

34,726,829

Molson, Inc. Class A

517,700

16,413,210

Pepsi Bottling Group, Inc.

738,600

29,617,860

PepsiCo, Inc.

2,124,500

93,902,900

The Coca-Cola Co.

64,610

2,907,450

222,674,009

Food & Drug Retailing - 2.8%

Albertson's, Inc.

503,700

15,105,963

CVS Corp.

1,916,902

73,992,417

Fleming Companies, Inc.

638,143

22,781,705

George Weston Ltd.

373,300

21,702,686

Koninklijke Ahold NV

666,602

20,954,767

Loblaw Companies Ltd.

130,940

4,358,036

Rite Aid Corp. (a)

750,550

6,754,950

Rite Aid Corp. (a)(d)

849,000

6,876,900

Safeway PLC

1,723,214

9,822,875

Sysco Corp.

832,000

22,588,800

Tesco PLC

4,435,900

16,103,970

Walgreen Co.

687,700

23,484,955

244,528,024

Food Products - 1.9%

Cadbury Schweppes PLC

2,588,100

17,564,408

Dreyer's Grand Ice Cream, Inc.

33,600

945,840

Earthgrains Co.

447,700

11,640,200

Hershey Foods Corp.

12,800

789,888

Kraft Foods, Inc. Class A

832,800

25,816,800

Nestle SA (Reg.)

153,710

32,738,902

Quaker Oats Co.

637,500

58,171,875

Wm. Wrigley Jr. Co.

433,900

20,328,215

167,996,128

Household Products - 1.9%

Colgate-Palmolive Co.

2,821,800

166,457,982

Personal Products - 1.9%

Avon Products, Inc.

2,543,850

117,729,378

Shares

Value (Note 1)

Estee Lauder Companies, Inc. Class A

149,900

$ 6,460,690

Gillette Co.

1,425,400

41,322,346

165,512,414

TOTAL CONSUMER STAPLES

967,168,557

ENERGY - 13.0%

Energy Equipment & Services - 1.0%

Carbo Ceramics, Inc.

22,900

848,445

Cooper Cameron Corp. (a)

201,200

11,226,960

Diamond Offshore Drilling, Inc.

156,200

5,162,410

ENSCO International, Inc.

361,700

8,463,780

Global Marine, Inc. (a)

212,100

3,951,423

Hanover Compressor Co. (a)

678,700

22,458,183

Schlumberger Ltd. (NY Shares)

194,900

10,261,485

Smith International, Inc. (a)

37,700

2,258,230

Transocean Sedco Forex, Inc.

144,400

5,956,500

Weatherford International, Inc. (a)

298,300

14,318,400

84,905,816

Oil & Gas - 12.0%

Alberta Energy Co. Ltd.

2,683,590

110,782,282

Amerada Hess Corp.

443,300

35,818,640

Anadarko Petroleum Corp.

132,400

7,153,572

Apache Corp.

135,600

6,881,700

BP PLC sponsored ADR

2,701,132

134,651,430

Burlington Resources, Inc.

1,160,990

46,381,551

Canadian Natural Resources Ltd.

895,270

26,521,043

Chevron Corp.

481,300

43,557,650

Conoco, Inc. Class B

1,318,100

38,093,090

EOG Resources, Inc.

116,140

4,128,777

Equitable Resources, Inc.

289,500

9,643,245

Exxon Mobil Corp.

2,794,971

244,140,717

Kerr-McGee Corp.

241,300

15,990,951

Murphy Oil Corp.

102,900

7,573,440

Nexen, Inc.

553,620

13,931,917

Noble Affiliates, Inc.

713,300

25,215,155

Nuevo Energy Co. (a)

3,800

61,940

Occidental Petroleum Corp.

200,000

5,318,000

Phillips Petroleum Co.

826,500

47,110,500

Rio Alto Exploration Ltd. (a)

50,800

880,779

Royal Dutch Petroleum Co. (NY Shares)

430,800

25,102,716

Suncor Energy, Inc.

1,575,240

40,161,337

Talisman Energy, Inc.

410,070

15,641,706

Texaco, Inc.

640,000

42,624,000

Tosco Corp.

98,400

4,334,520

TotalFinaElf SA sponsored ADR

397,523

27,906,115

Ultramar Diamond Shamrock Corp.

150,600

7,115,850

Unocal Corp.

40,400

1,379,660

USX - Marathon Group

1,129,800

33,340,398

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Valero Energy Corp.

713,600

$ 26,246,208

Westport Resources Corp.

239,500

5,029,500

1,052,718,389

TOTAL ENERGY

1,137,624,205

FINANCIALS - 21.0%

Banks - 6.0%

Astoria Financial Corp.

130,100

7,573,121

Australia & New Zealand
Banking Group Ltd.

973,561

8,398,868

Bank of America Corp.

566,300

33,994,989

Bank of Ireland, Inc.

605,800

6,021,846

Bank One Corp.

3,175,000

113,665,000

Barclays PLC

157,700

4,865,775

Commerce Bancorp, Inc.

234,377

16,429,828

Fifth Third Bancorp

1,008,880

60,885,908

First Union Corp.

159,600

5,576,424

Golden West Financial Corp.

560,500

36,006,520

Hibernia Corp. Class A

109,600

1,950,880

Lloyds TSB Group PLC

1,612,900

16,242,250

M&T Bank Corp.

736,800

55,628,400

Mercantile Bankshares Corp.

95,097

3,758,233

National Commerce Financial Corp.

80,500

1,963,395

North Fork Bancorp, Inc.

333,700

10,344,700

Royal Bank of Scotland Group PLC

1,718,613

38,116,318

SouthTrust Corp.

590,700

15,358,200

Synovus Financial Corp.

358,600

11,252,868

U.S. Bancorp

2,551,294

58,143,990

Wells Fargo & Co.

339,770

15,775,521

521,953,034

Diversified Financials - 6.5%

AMBAC Financial Group, Inc.

73,500

4,277,700

Capital One Financial Corp.

501,700

30,102,000

Citigroup, Inc.

837,215

44,238,441

Daiwa Securities Group, Inc.

3,886,000

40,660,919

Fannie Mae

2,265,400

192,898,810

Freddie Mac

245,880

17,211,600

Household International, Inc.

1,837,390

122,553,913

MBNA Corp.

588,100

19,377,895

Moody's Corp.

256,300

8,586,050

Nikko Securities Co. Ltd.

2,880,000

23,068,633

Nomura Securities Co. Ltd.

1,379,000

26,425,673

SEI Investments Co.

131,300

6,203,925

USA Education, Inc.

532,700

38,887,100

574,492,659

Insurance - 7.8%

ACE Ltd.

144,100

5,632,869

Shares

Value (Note 1)

AFLAC, Inc.

438,800

$ 13,817,812

Allstate Corp.

1,593,600

70,102,464

American International Group, Inc.

1,368,084

117,655,224

AXA SA de CV

42,100

1,203,599

Berkshire Hathaway, Inc.:

Class A (a)

2,403

166,287,600

Class B (a)

2,700

6,210,000

Canada Life Financial Corp.

219,800

6,387,847

Conseco, Inc.

1,917,800

26,177,970

Everest Re Group Ltd.

413,280

30,913,344

Manulife Financial Corp.

585,200

16,369,366

MBIA, Inc.

224,050

12,475,104

MetLife, Inc.

3,392,700

105,105,846

MGIC Investment Corp.

63,900

4,641,696

Old Republic International Corp.

205,000

5,945,000

Progressive Corp.

101,400

13,708,266

Radian Group, Inc.

114,200

4,619,390

RenaissanceRe Holdings Ltd.

180,230

13,355,043

The St. Paul Companies, Inc.

284,300

14,411,167

Xl Capital Ltd. Class A

576,000

47,289,600

Zenith National Insurance Corp.

127,700

3,447,900

685,757,107

Real Estate - 0.7%

Equity Office Properties Trust

414,200

13,101,146

Equity Residential Properties Trust (SBI)

692,500

39,160,875

Glenborough Realty Trust, Inc.

213,600

4,122,480

ResortQuest International, Inc. (a)

192,100

2,209,150

58,593,651

TOTAL FINANCIALS

1,840,796,451

HEALTH CARE - 11.1%

Biotechnology - 0.2%

Chiron Corp. (a)

60,500

3,157,495

Genentech, Inc. (a)

122,900

6,771,790

IDEC Pharmaceuticals Corp. (a)

30,100

1,950,781

Serono SA sponsored ADR (a)

273,600

6,826,320

18,706,386

Health Care Equipment & Supplies - 1.7%

Bausch & Lomb, Inc.

102,200

3,703,728

Baxter International, Inc.

156,500

7,668,500

Becton, Dickinson & Co.

199,600

7,143,684

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

70,900

3,530,820

Biomet, Inc.

270,600

13,005,036

Cooper Companies, Inc.

180,500

9,277,700

Cytyc Corp. (a)

97,000

2,231,000

DENTSPLY International, Inc.

333,500

14,824,075

Diagnostic Products Corp.

15,800

524,560

Disetronic Holding AG (Reg.)

5,155

3,808,405

Medtronic, Inc.

714,934

32,894,113

MiniMed, Inc. (a)

280,000

13,176,800

Smith & Nephew PLC

1,617,754

8,448,949

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

St. Jude Medical, Inc. (a)

138,100

$ 8,286,000

Stryker Corp.

71,700

3,932,745

Sybron Dental Specialties, Inc. (a)

383,233

7,852,444

Varian Medical Systems, Inc. (a)

61,900

4,425,850

144,734,409

Health Care Providers & Services - 4.0%

AmeriSource Health Corp. Class A (a)

207,070

11,450,971

Cardinal Health, Inc.

414,450

28,597,050

Caremark Rx, Inc. (a)

675,364

11,109,738

Community Health Systems, Inc.

564,400

16,649,800

Express Scripts, Inc. (a)

23,000

1,249,360

HCA - The Healthcare Co.

1,422,316

64,274,460

Health Management Associates, Inc. Class A (a)

1,083,800

22,803,152

HealthSouth Corp. (a)

1,404,700

22,433,059

Manor Care, Inc. (a)

534,800

16,979,900

Maximus, Inc. (a)

120,900

4,846,881

McKesson HBOC, Inc.

237,300

8,808,576

Patterson Dental Co. (a)

1,183,400

40,827,300

Professional Detailing, Inc. (a)

9,500

854,905

Tenet Healthcare Corp. (a)

1,071,700

55,289,003

UnitedHealth Group, Inc.

703,300

43,428,775

349,602,930

Pharmaceuticals - 5.2%

Adolor Corp.

12,000

258,600

Allergan, Inc.

30,400

2,599,200

American Home Products Corp.

724,800

42,357,312

AstraZeneca PLC sponsored ADR

493,900

23,089,825

CIMA Labs, Inc. (a)

17,000

1,290,470

Elan Corp. PLC sponsored ADR (a)

1,322,700

80,684,700

Forest Laboratories, Inc. (a)

72,500

5,147,500

IVAX Corp. (a)

166,100

6,477,900

King Pharmaceuticals, Inc. (a)

185,600

9,976,000

Novartis AG sponsored ADR

1,486,600

53,740,590

Pfizer, Inc.

4,629,965

185,430,098

Sanofi-Synthelabo SA

179,089

11,791,936

Schering-Plough Corp.

704,500

25,531,080

Teva Pharmaceutical Industries Ltd. sponsored ADR

140,900

8,763,980

457,139,191

TOTAL HEALTH CARE

970,182,916

INDUSTRIALS - 13.0%

Aerospace & Defense - 1.6%

Alliant Techsystems, Inc. (a)

3,300

296,670

Boeing Co.

27,300

1,517,880

Bombardier, Inc. Class B (sub. vtg.)

321,700

4,844,624

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

89,200

3,483,260

Shares

Value (Note 1)

Lockheed Martin Corp.

2,287,140

$ 84,738,537

United Technologies Corp.

615,801

45,113,581

139,994,552

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

406,150

24,827,950

Airlines - 1.1%

British Airways PLC

1,006,102

4,898,513

Continental Airlines, Inc. Class B (a)

170,900

8,416,825

Ryanair Holdings PLC sponsored ADR (a)

705,210

36,395,888

Southwest Airlines Co.

2,442,530

45,162,380

94,873,606

Building Products - 0.3%

American Standard Companies, Inc. (a)

318,800

19,159,880

Masco Corp.

168,100

4,195,776

York International Corp.

100,400

3,516,008

26,871,664

Commercial Services & Supplies - 3.9%

Apollo Group, Inc. Class A (a)

4,000

167,480

Automatic Data Processing, Inc.

2,115,000

105,115,500

Avery Dennison Corp.

22,100

1,128,205

Brambles Industries Ltd.

201,276

4,930,618

Career Education Corp. (a)

118,000

7,044,600

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,056,270

Cendant Corp. (a)

1,226,200

23,910,900

Cintas Corp.

455,200

21,371,640

Concord EFS, Inc. (a)

251,300

13,957,202

Corinthian Colleges, Inc. (a)

225,200

10,582,148

CSG Systems International, Inc. (a)

198,900

11,786,814

Dun & Bradstreet Corp. (a)

70,000

1,974,000

Ecolab, Inc.

444,400

18,207,068

Exult, Inc.

213,600

3,545,760

First Data Corp.

1,001,800

64,365,650

Fiserv, Inc. (a)

85,000

5,270,000

IMS Health, Inc.

336,100

9,578,850

Modis Professional Services, Inc. (a)

179,300

1,237,170

Paychex, Inc.

48,600

2,002,320

Robert Half International, Inc. (a)

298,800

7,437,132

Sabre Holdings Corp. Class A

53,000

2,650,000

The BISYS Group, Inc. (a)

431,200

25,828,880

Waste Management, Inc.

10,100

311,282

343,459,489

Construction & Engineering - 0.3%

Fluor Corp.

454,980

20,542,347

Jacobs Engineering Group, Inc. (a)

30,100

1,963,423

22,505,770

Electrical Equipment - 0.1%

Cooper Industries, Inc.

122,000

4,829,980

Industrial Conglomerates - 2.0%

Minnesota Mining & Manufacturing Co.

1,474,910

168,287,231

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - continued

Textron, Inc.

70,261

$ 3,867,165

Tyco International Ltd.

128,300

6,992,350

179,146,746

Machinery - 1.3%

Danaher Corp.

399,722

22,384,432

Graco, Inc.

30,700

1,013,100

Illinois Tool Works, Inc.

198,100

12,539,730

Ingersoll-Rand Co.

199,100

8,202,920

Roper Industries, Inc.

203,000

8,475,250

SPX Corp. (a)

488,931

61,204,383

Stewart & Stevenson Services, Inc.

58,200

1,940,970

115,760,785

Road & Rail - 2.0%

C.H. Robinson Worldwide, Inc.

913,500

25,568,865

Canadian National Railway Co.

892,400

36,202,911

Canadian Pacific Ltd.

990,600

38,367,757

CSX Corp.

782,330

28,351,639

GATX Corp.

253,100

10,149,310

Landstar System, Inc. (a)

50,000

3,405,000

M.S. Carriers, Inc. (a)

125,010

4,067,825

Norfolk Southern Corp.

250,300

5,181,210

Swift Transportation Co., Inc. (a)

1,049,000

20,067,370

171,361,887

Trading Companies & Distributors - 0.1%

Fastenal Co.

214,400

13,196,320

TOTAL INDUSTRIALS

1,136,828,749

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.1%

CIENA Corp. (a)

40,500

1,541,835

Cisco Systems, Inc. (a)

19,178

371,478

Nokia AB sponsored ADR

20,000

440,800

Scientific-Atlanta, Inc.

163,200

6,625,920

8,980,033

Computers & Peripherals - 0.1%

NCR Corp. (a)

139,300

6,547,100

Sun Microsystems, Inc. (a)

72,200

1,169,640

7,716,740

Electronic Equipment & Instruments - 0.5%

Garmin Ltd.

12,800

293,120

Mettler-Toledo International, Inc. (a)

133,600

5,778,200

Symbol Technologies, Inc.

569,940

12,652,668

Thermo Electron Corp. (a)

1,272,132

28,012,347

46,736,335

Internet Software & Services - 0.3%

Homestore.com, Inc. (a)

16,900

586,092

Keynote Systems, Inc. (a)

520,000

5,803,200

Shares

Value (Note 1)

Netegrity, Inc. (a)

20,100

$ 642,195

RealNetworks, Inc. (a)

58,600

675,658

SmartForce PLC sponsored ADR (a)

226,900

7,998,225

Yahoo!, Inc. (a)

323,800

6,327,052

22,032,422

IT Consulting & Services - 0.7%

Affiliated Computer Services, Inc.
Class A (a)

287,500

20,674,125

Electronic Data Systems Corp.

60,500

3,781,250

SunGard Data Systems, Inc. (a)

1,343,600

40,321,436

64,776,811

Semiconductor Equipment & Products - 0.4%

Analog Devices, Inc. (a)

8,000

346,000

Cabot Microelectronics Corp. (a)

125,000

7,813,750

Intel Corp.

477,800

14,568,122

Intersil Corp. Class A (a)

137,300

4,695,660

KLA-Tencor Corp. (a)

20,000

1,174,000

LAM Research Corp. (a)

54,400

1,634,720

Marvell Technology Group Ltd.

50,400

1,360,800

Texas Instruments, Inc.

100,900

3,178,350

34,771,402

Software - 1.9%

Adobe Systems, Inc.

136,880

6,426,516

BEA Systems, Inc. (a)

3,800

126,236

Cerner Corp. (a)

122,700

5,257,695

Electronic Arts, Inc. (a)

333,300

19,161,417

Fair, Isaac & Co., Inc.

2,600

160,732

Inktomi Corp. (a)

117,800

1,076,692

Intuit, Inc. (a)

85,700

3,325,160

Jack Henry & Associates, Inc.

259,800

7,884,930

Legato Systems, Inc. (a)

10,000

158,900

Manugistics Group, Inc. (a)

335,900

8,797,221

Microsoft Corp. (a)

1,251,900

90,149,319

Networks Associates, Inc. (a)

540,500

6,691,390

Nuance Communications, Inc. (a)

357,200

6,251,000

NVIDIA Corp. (a)

16,230

1,494,296

PeopleSoft, Inc. (a)

185,256

8,947,865

Take-Two Interactive Software, Inc. (a)

175,200

3,256,968

169,166,337

TOTAL INFORMATION TECHNOLOGY

354,180,080

MATERIALS - 3.6%

Chemicals - 0.7%

Air Products & Chemicals, Inc.

324,900

14,864,175

Engelhard Corp.

143,200

3,693,128

OM Group, Inc.

141,500

7,959,375

Praxair, Inc.

655,200

30,794,400

Sigma Aldrich Corp.

48,200

1,952,100

59,263,178

Construction Materials - 0.1%

Vulcan Materials Co.

93,500

5,025,625

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Containers & Packaging - 0.0%

Pactiv Corp. (a)

280,400

$ 3,757,360

Metals & Mining - 2.4%

Agnico-Eagle Mines Ltd.

166,700

1,431,374

Alcoa, Inc.

867,900

34,195,260

Anglo American PLC

490,800

7,398,063

Barrick Gold Corp.

359,440

5,484,190

BHP Billiton PLC

3,646,363

18,282,417

BHP Ltd.

1,759,700

9,330,873

BHP Ltd. (a)

1,874,255

10,187,002

Compania de Minas Buenaventura SA sponsored ADR

266,600

4,916,104

Dofasco, Inc.

1,000

16,116

Franco Nevada Mining Corp. Ltd.

2,285,064

29,385,863

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

952,700

10,527,335

Gold Fields Ltd.

997,200

4,491,166

Goldcorp, Inc.

1,725,780

18,466,074

Impala Platinum Holdings Ltd.

97,600

4,894,066

Lonmin PLC

11,100

161,031

Massey Energy Corp.

652,300

12,889,448

Meridian Gold, Inc. (a)

244,800

1,920,888

Newmont Mining Corp.

578,010

10,756,766

Normandy Mining Ltd.

3,190,883

2,019,299

Placer Dome, Inc.

467,100

4,566,103

Rio Tinto PLC (Reg. D)

1,031,400

18,422,575

Stillwater Mining Co. (a)

165,870

4,851,698

214,593,711

Paper & Forest Products - 0.4%

Boise Cascade Corp.

45,200

1,589,683

International Paper Co.

181,200

6,468,840

Sappi Ltd.

665,600

5,863,115

Weyerhaeuser Co.

363,500

19,981,595

33,903,233

TOTAL MATERIALS

316,543,107

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.0%

KPNQwest NV Class C (NY Shares) (a)

356,300

3,135,440

Wireless Telecommunication Services - 1.0%

American Tower Corp. Class A (a)

2,640,470

54,578,515

AT&T Corp. - Wireless Group (a)

12,100

197,835

Shares

Value (Note 1)

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

117,600

$ 3,150,504

NTT DoCoMo, Inc.

948

16,494,227

Sprint Corp. - PCS Group Series 1 (a)

201,800

4,873,470

Triton PCS Holdings, Inc. Class A (a)

22,500

905,625

Vodafone Group PLC sponsored ADR

402,600

8,998,110

89,198,286

TOTAL TELECOMMUNICATION SERVICES

92,333,726

UTILITIES - 0.6%

Electric Utilities - 0.4%

American Electric Power Co., Inc.

348,040

16,069,007

Southern Co.

926,410

21,539,033

37,608,040

Gas Utilities - 0.1%

NiSource, Inc.

149,300

4,080,369

Southern Union Co.

83,700

1,707,480

5,787,849

Multi-Utilities - 0.1%

MDU Resources Group, Inc.

153,500

4,856,740

TOTAL UTILITIES

48,252,629

TOTAL COMMON STOCKS

(Cost $7,046,752,473)

7,854,677,577

Convertible Bonds - 0.0%

Moody's Ratings
(unaudited)

Principal
Amount (e)

FINANCIALS - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S)
(Cost $798,761)

-

GBP

704,573

880,044

U.S. Treasury Obligations - 1.5%

U.S. Treasury Bills, yield at date of purchase 3.51% to 3.99% 7/12/01 to 8/16/01

-

3,850,000

3,839,073

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

21,308,175

6.125% 11/15/27

Aaa

31,000,000

31,910,470

6.5% 11/15/26

Aaa

17,300,000

18,629,851

6.75% 8/15/26

Aaa

9,900,000

10,978,110

6.875% 8/15/25

Aaa

29,800,000

33,408,482

7.625% 2/15/25

Aaa

9,500,000

11,566,250

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $125,173,996)

131,640,411

Cash Equivalents - 10.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (b)

860,109,938

$ 860,109,938

Fidelity Securities Lending Cash Central Fund, 4.02% (b)

53,844,100

53,844,100

TOTAL CASH EQUIVALENTS

(Cost $913,954,038)

913,954,038

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $8,086,679,268)

8,901,152,070

NET OTHER ASSETS - (1.5)%

(135,298,773)

NET ASSETS - 100%

$ 8,765,853,297

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

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

(c) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

PJ America, Inc.

$ -

$ -

$ -

$4,921,182

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 6,367,500

(e) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $6,671,570,592 and $6,496,849,360, respectively, of which long-term U.S. Government and government obligations aggregated $0 and $114,946,461, respectively.

The market value of futures contracts opened and closed during the period amounted to $252,016,213 and $308,939,483, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $357,899 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,876,900 or 0.1% of net assets.

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

United States of America

83.2%

Canada

4.8

United Kingdom

4.2

Japan

2.7

Ireland

1.5

Switzerland

1.1

Others (individually less than 1%)

2.5

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,142,506,249. Net unrealized appreciation aggregated $758,645,821, of which $1,098,922,003 related to appreciated investment securities and $340,276,182 related to depreciated investment securities.

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

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities
loaned of $52,434,636)
(cost $8,086,679,268) -
See accompanying schedule

$ 8,901,152,070

Cash

295,828

Foreign currency held at value
(cost $415,029)

415,350

Receivable for investments sold

113,675,839

Receivable for fund shares sold

5,868,200

Dividends receivable

7,880,322

Interest receivable

4,282,457

Receivable for daily variation on futures contracts

643,666

Other receivables

157,124

Total assets

9,034,370,856

Liabilities

Payable for investments purchased

$ 204,479,653

Payable for fund shares redeemed

5,786,464

Accrued management fee

4,277,563

Distribution fees payable

128,664

Other payables and
accrued expenses

1,115

Collateral on securities loaned,
at value

53,844,100

Total liabilities

268,517,559

Net Assets

$ 8,765,853,297

Net Assets consist of:

Paid in capital

$ 8,372,695,812

Undistributed net investment income

38,667,528

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

(459,958,695)

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

814,448,652

Net Assets

$ 8,765,853,297

Initial Class:
Net Asset Value, offering price
and redemption price per share
($7,414,130,344 ÷
358,901,184 shares)

$20.66

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,218,873,358 ÷
59,161,957 shares)

$20.60

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($132,849,595 ÷
6,464,830 shares)

$20.55

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 44,382,785

Interest

24,586,781

Security lending

639,803

Total income

69,609,369

Expenses

Management fee

$ 25,829,139

Transfer agent fees

2,925,377

Distribution fees

718,013

Accounting and security lending fees

426,601

Non-interested trustees' compensation

15,450

Custodian fees and expenses

265,926

Audit

23,855

Legal

23,997

Reports to Shareholders

522,905

Miscellaneous

3,133

Total expenses before reductions

30,754,396

Expense reductions

(2,456,099)

28,298,297

Net investment income

41,311,072

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(335,333,895)

Foreign currency transactions

(159,394)

Futures contracts

(2,609,168)

(338,102,457)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(689,901,566)

Assets and liabilities in
foreign currencies

8,843

Futures contracts

458,688

(689,434,035)

Net gain (loss)

(1,027,536,492)

Net increase (decrease) in net assets resulting from operations

$ (986,225,420)

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

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001

(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 41,311,072

$ 68,317,627

Net realized gain (loss)

(338,102,457)

204,849,547

Change in net unrealized appreciation (depreciation)

(689,434,035)

(962,270,276)

Net increase (decrease) in net assets resulting from operations

(986,225,420)

(689,103,102)

Distributions to shareholders
From net investment income

(69,399,585)

(35,814,293)

From net realized gain

(126,732,911)

(1,235,476,968)

In excess of net realized gain

(122,112,435)

-

Total distributions

(318,244,931)

(1,271,291,261)

Share transactions - net increase (decrease)

226,688,178

2,023,685,153

Total increase (decrease) in net assets

(1,077,782,173)

63,290,790

Net Assets

Beginning of period

9,843,635,470

9,780,344,680

End of period (including undistributed net investment income of $38,667,528 and $67,012,238, respectively)

$ 8,765,853,297

$ 9,843,635,470

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

22,321,475

$ 469,906,251

53,448,851

$ 1,355,965,735

Reinvested

12,488,712

275,251,203

45,653,334

1,161,877,344

Redeemed

(34,568,380)

(723,005,324)

(49,325,329)

(1,240,820,402)

Net increase (decrease)

241,807

$ 22,152,130

49,776,856

$ 1,277,022,677

Service Class
Sold

7,872,293

$ 166,292,711

24,126,050

$ 612,579,539

Reinvested

1,820,820

40,039,821

4,305,875

109,369,237

Redeemed

(3,129,439)

(64,911,413)

(2,471,479)

(61,156,455)

Net increase (decrease)

6,563,674

$ 141,421,119

25,960,446

$ 660,792,321

Service Class 2 A
Sold

3,166,277

$ 66,436,551

3,591,561

$ 88,871,209

Reinvested

134,574

2,953,910

1,759

44,679

Redeemed

(302,124)

(6,275,532)

(127,217)

(3,045,733)

Net increase (decrease)

2,998,727

$ 63,114,929

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 60,769,746

$ 32,731,929

Service Class

8,007,964

3,081,105

Service Class 2 A

621,875

1,259

Total

$ 69,399,585

$ 35,814,293

From net realized gain
Initial Class

$ 109,231,938

$ 1,129,145,416

Service Class

16,313,306

106,288,132

Service Class 2 A

1,187,667

43,420

Total

$ 126,732,911

$ 1,235,476,968

$ 1,271,291,261

In excess of net realized gain
Initial Class

$ 105,249,519

$ -

Service Class

15,718,550

-

Service Class 2 A

1,144,366

-

Total

$ 122,112,435

$ -

$ 318,244,931

$ -

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

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

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.10 D

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(2.42)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(2.32)

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.17)

(.11)

(.12)

(.14)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

(.37)

(.13)

In excess of net realized gain

(.29)

-

-

-

-

-

Total distributions

(.77)

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 20.66

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(9.97)%

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 7,414,130

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.68% A

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after
all expense reductions

.62% A, F

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.95% A

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

158% A

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.09

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(2.41)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(2.32)

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.15)

(.11)

(.12)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

-

In excess of net realized gain

(.29)

-

-

-

-

Total distributions

(.75)

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 20.60

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(10.00)%

(6.71)%

24.15%

29.94%

(.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,218,873

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.78% A

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after all expense reductions

.72% A, F

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.85% A

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

158% A

177%

172%

201%

142%

A Annualized

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 23.64

$ 28.20

Income from Investment Operations

Net investment income D

.07

.10

Net realized and unrealized gain (loss)

(2.40)

(.93)

Total from investment operations

(2.33)

(.83)

Less Distributions

From net investment income

(.16)

(.11)

From net realized gain

(.31)

(3.62)

In excess of net realized gain

(.29)

-

Total distributions

(.76)

(3.73)

Net asset value, end of period

$ 20.55

$ 23.64

Total Return B, C

(10.06)%

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 132,850

$ 81,950

Ratio of expenses to average net assets

.93% A

.92% A

Ratio of expenses to average net assets after all expense reductions

.88% A, F

.90% A, F

Ratio of net investment income to average net assets

.69% A

.43% A

Portfolio turnover rate

158% A

177%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Initial Class shares will appear once the fund is a year old.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Initial Class on September 25, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $6,878 - a 31.22% decrease on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,586 - a 14.14% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Philip Morris Companies, Inc.

7.0

RJ Reynolds Tobacco Holdings, Inc.

6.9

EchoStar Communications Corp. Class A

4.8

HomeBase, Inc.

3.9

Irish Continental Group PLC

2.3

24.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

33.5

Consumer Discretionary

27.4

Consumer Staples

19.5

Health Care

6.7

Industrials

5.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.3%

Short-Term Investments and Net Other Assets

1.7%



* Foreign investments 9.0%

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. For the six-month period that ended June 30, 2001, the fund's return fell short of the Standard & Poor's 500 Index, which returned -6.70%. The fund also lagged the variable annuity capital appreciation funds average tracked by Lipper Inc., which fell 10.68%. Since its inception on September 25, 2000, through June 30, 2001, the fund lagged the -14.14% return of the S&P 500® index. Lipper does not calculate a life of fund return.

Q. What factors caused the fund to underperform both its index and peer group during the six-month period?

A. Continued weakness in high-growth stocks, particularly in the information technology (IT) and biotechnology sectors that I emphasized, caused the bulk of the fund's poor performance relative to its benchmarks. Our collective holdings in both the software and the hardware and equipment industries hurt the fund's relative return the most. In the software area, the fund's overweighted position in Veritas Software, which fell more than 24%, coupled with my decision to not own Microsoft, which rose nearly 67%, proved detrimental to absolute and relative performance. Similarly, maintaining large positions in networking stocks, such as Juniper Networks and Redback Networks, both of which fell more than 50% during the period, also held back returns. Elsewhere, the equity market's penchant for stocks with strong current earnings growth hurt our overweighting in drug discovery stocks. Specifically, investors weren't willing to reward the future growth prospects of Medimmune.

Q. Did you employ any new strategies during the period?

A. Not really. My overall strategy has been largely the same. I maintained the fund's overweighting in the food, beverage and tobacco industries, which was a very beneficial decision. I believed stocks such as RJ Reynolds and Philip Morris remained the best risk-versus-return stocks in the market as a result of their low price-to-earnings ratios, enormous cash flows and huge dividends. Largely due to these two stocks, our holdings in this sector collectively outperformed those held by the S&P 500 index by more than 28 percentage points. However, my decision to keep the fund overweighted in information technology stocks more than offset our strong gains in the food, beverage and tobacco industries.

Q. What was your attraction to tech stocks?

A. Despite the weakness in this sector, I believed that technology still offered the best potential for long-term unit growth in the market. That said, I did reduce some of the fund's tech exposure - such as networking and semiconductor stocks - during short-term rallies, but decided to hold on to what I believed were the best names in certain cutting-edge industries. Specifically, the fund maintained positions in BEA Systems (software) and Ciena (communications equipment). I held these stocks because history has shown that when technology comes back in favor, industry leaders have shown the ability to drastically outperform their peers.

Q. What specific stocks performed well? What stocks disappointed?

A. RJ Reynolds, a major holding and the fund's top contributor, appreciated roughly 15%. EchoStar Communications, a satellite-TV operator, jumped 38% on narrower-than-expected first-quarter 2001 losses and a higher-than-expected number of new customers. On the down side, computer storage network switch maker Brocade Communications experienced weaker-than-expected first-quarter earnings results. Immunex, another detractor, was hurt by slower-than-expected sales growth due to manufacturing capacity constraints.

Q. What's your outlook?

A. I'm generally positive, but I believe the factors leading to market success are changing. For some time now, it's been very important for funds to be overweighted in the right sector to perform well. I think some of that emphasis on sector importance has been eradicated from the market, and I now believe finding the right stocks with good valuations across many sectors will drive relative performance going forward. Turning to the fund, I believe that its relatively small size affords me two advantages. First, having a fund with fewer assets gives me the opportunity to build bigger positions in a larger universe of stocks, particularly smaller-capitalization stocks that wouldn't have the same impact on a much larger-sized portfolio. Secondly, a smaller fund is more nimble, giving me the opportunity to move more quickly in and out of different stocks as I see fit.

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


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of June 30, 2001, more than $4 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 27.4%

Automobiles - 2.4%

Monaco Coach Corp. (a)

1,100

$ 36,520

Winnebago Industries, Inc.

2,000

61,500

98,020

Hotels, Restaurants & Leisure - 0.2%

Celtic PLC (a)

5,170

8,634

Household Durables - 1.1%

Black & Decker Corp.

100

3,946

Fleetwood Enterprises, Inc.

3,100

43,648

47,594

Leisure Equipment & Products - 3.0%

Hasbro, Inc.

2,900

41,905

Mattel, Inc.

4,500

85,140

127,045

Media - 7.0%

EchoStar Communications Corp.
Class A (a)

6,390

200,454

Gemstar-TV Guide International, Inc. (a)

1,600

67,216

Omnicom Group, Inc.

300

25,800

293,470

Multiline Retail - 2.0%

JCPenney Co., Inc.

1,800

47,448

Kmart Corp. (a)

3,300

37,851

85,299

Specialty Retail - 11.7%

Abercrombie & Fitch Co. Class A (a)

300

13,350

AnnTaylor Stores Corp. (a)

1,500

53,700

Best Buy Co., Inc. (a)

700

44,464

HomeBase, Inc. (a)

47,600

164,220

Lowe's Companies, Inc.

500

36,275

Office Depot, Inc. (a)

8,500

88,230

Pier 1 Imports, Inc.

4,000

46,000

Staples, Inc. (a)

2,900

43,558

489,797

TOTAL CONSUMER DISCRETIONARY

1,149,859

CONSUMER STAPLES - 19.5%

Beverages - 1.6%

The Coca-Cola Co.

1,500

67,500

Food & Drug Retailing - 0.7%

Rite Aid Corp. (a)

1,100

9,900

Rite Aid Corp. (a)(c)

1,000

8,100

Walgreen Co.

300

10,245

28,245

Personal Products - 1.2%

Perrigo Co. (a)

3,000

50,250

Shares

Value (Note 1)

Tobacco - 16.0%

DIMON, Inc.

8,800

$ 88,000

Philip Morris Companies, Inc.

5,770

292,828

RJ Reynolds Tobacco Holdings, Inc.

5,280

288,288

669,116

TOTAL CONSUMER STAPLES

815,111

FINANCIALS - 4.8%

Diversified Financials - 4.3%

American Express Co.

500

19,400

Charles Schwab Corp.

1,600

24,480

E*TRADE Group, Inc. (a)

4,000

25,800

Instinet Group, Inc.

2,500

46,250

Lehman Brothers Holdings, Inc.

300

23,325

Merrill Lynch & Co., Inc.

300

17,775

SEI Investments Co.

500

23,625

180,655

Insurance - 0.5%

American General Corp.

400

18,580

TOTAL FINANCIALS

199,235

HEALTH CARE - 6.7%

Health Care Equipment & Supplies - 1.3%

Becton, Dickinson & Co.

800

28,632

BioLase Technology, Inc. (a)

5,000

26,300

54,932

Health Care Providers & Services - 0.6%

Owens & Minor, Inc.

1,200

22,800

Pharmaceuticals - 4.8%

Allergan, Inc.

300

25,650

Alpharma, Inc. Class A

1,200

32,700

Barr Laboratories, Inc. (a)

1,200

84,492

Bristol-Myers Squibb Co.

900

47,070

Elan Corp. PLC sponsored ADR (a)

200

12,200

202,112

TOTAL HEALTH CARE

279,844

INDUSTRIALS - 5.9%

Aerospace & Defense - 0.6%

Honeywell International, Inc.

700

24,493

Airlines - 0.3%

Ryanair Holdings PLC sponsored ADR (a)

300

15,483

Commercial Services & Supplies - 0.6%

First Data Corp.

400

25,700

Construction & Engineering - 0.8%

Foster Wheeler Ltd.

3,700

33,485

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.6%

Rayovac Corp. (a)

1,000

$ 21,300

Vishay Intertechnology, Inc. (a)

200

4,600

25,900

Industrial Conglomerates - 0.7%

Minnesota Mining & Manufacturing Co.

250

28,525

Marine - 2.3%

Irish Continental Group PLC

20,000

95,155

TOTAL INDUSTRIALS

248,741

INFORMATION TECHNOLOGY - 33.5%

Communications Equipment - 10.5%

CIENA Corp. (a)

2,080

79,186

Finisar Corp. (a)

2,400

44,664

Juniper Networks, Inc. (a)

500

15,523

Nokia AB sponsored ADR

4,100

90,364

ONI Systems Corp.

500

13,450

Research in Motion Ltd. (a)

900

29,110

Scientific-Atlanta, Inc.

1,200

48,720

Sonus Networks, Inc. (a)

3,300

74,811

Tellium, Inc.

2,700

45,954

441,782

Computers & Peripherals - 0.9%

EMC Corp. (a)

700

20,335

StorageNetworks, Inc.

1,000

16,940

37,275

Electronic Equipment & Instruments - 4.4%

Amphenol Corp. Class A (a)

200

8,010

AVX Corp.

200

4,200

Flextronics International Ltd. (a)

1,400

37,184

KEMET Corp. (a)

200

3,962

Millipore Corp.

600

37,188

PerkinElmer, Inc.

1,500

41,295

Sanmina Corp. (a)

2,100

50,610

182,449

Internet Software & Services - 0.6%

Digital Insight Corp. (a)

1,300

26,130

IT Consulting & Services - 0.9%

Affiliated Computer Services, Inc.
Class A (a)

300

21,573

KPMG Consulting, Inc.

1,100

16,632

38,205

Semiconductor Equipment & Products - 12.8%

ASML Holding NV (NY Shares) (a)

100

2,255

Atmel Corp. (a)

5,300

68,635

Cymer, Inc. (a)

500

13,390

Cypress Semiconductor Corp. (a)

1,600

38,160

Electroglas, Inc. (a)

3,400

59,670

Helix Technology, Inc.

900

27,432

Shares

Value (Note 1)

Integrated Circuit Systems, Inc. (a)

1,100

$ 21,010

Kulicke & Soffa Industries, Inc. (a)

4,900

83,300

Lattice Semiconductor Corp. (a)

300

7,413

Micron Technology, Inc. (a)

1,300

53,430

Monolithic System Technology, Inc.

500

5,500

PRI Automation, Inc. (a)

1,000

17,940

Sage, Inc. (a)

300

4,380

Semtech Corp. (a)

700

22,358

STMicroelectronics NV (NY Shares)

500

17,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000

15,190

Texas Instruments, Inc.

700

22,050

Vitesse Semiconductor Corp. (a)

2,700

57,051

536,164

Software - 3.4%

BEA Systems, Inc. (a)

2,400

79,728

Computer Associates International, Inc.

1,500

54,000

PeopleSoft, Inc. (a)

200

9,660

143,388

TOTAL INFORMATION TECHNOLOGY

1,405,393

TELECOMMUNICATION SERVICES - 0.5%

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC sponsored ADR

1,000

22,350

TOTAL COMMON STOCKS

(Cost $3,932,724)

4,120,533

Cash Equivalents - 2.8%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $117,577)

117,577

117,577

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $4,050,301)

4,238,110

NET OTHER ASSETS - (1.1)%

(47,476)

NET ASSETS - 100%

$ 4,190,634

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 7,500

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $11,448,878 and $9,312,709, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $204 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,100 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $4,103,818. Net unrealized appreciation aggregated $134,292, of which $429,731 related to appreciated investment securities and $295,439 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

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

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $4,050,301) -
See accompanying schedule

$ 4,238,110

Cash

10

Receivable for investments sold

163,394

Receivable for fund shares sold

15,805

Dividends receivable

7,970

Interest receivable

734

Receivable from investment adviser for expense reductions

5,843

Total assets

4,431,866

Liabilities

Payable for investments purchased

$ 213,833

Payable for fund shares redeemed

115

Distribution fees payable

617

Other payables and
accrued expenses

26,667

Total liabilities

241,232

Net Assets

$ 4,190,634

Net Assets consist of:

Paid in capital

$ 5,092,440

Distributions in excess of net investment income

(1,260)

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

(1,088,324)

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

187,778

Net Assets

$ 4,190,634

Initial Class:
Net Asset Value, offering price and
redemption price per share
($338,051 ÷ 49,186 shares)

$6.87

Service Class:
Net Asset Value, offering price and
redemption price per share
($1,018,729 ÷ 148,593 shares)

$6.86

Service Class 2:
Net Asset Value, offering price and
redemption price per share
($2,833,854 ÷ 413,479 shares)

$6.85

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,010

Interest

3,894

Total income

26,904

Expenses

Management fee

$ 9,284

Transfer agent fees

1,224

Distribution fees

3,084

Accounting fees and expenses

30,000

Non-interested trustees' compensation

5

Custodian fees and expenses

13,436

Audit

14,449

Legal

9

Miscellaneous

50

Total expenses before reductions

71,541

Expense reductions

(45,796)

25,745

Net investment income

1,159

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(913,067)

Foreign currency transactions

(431)

(913,498)

Change in net unrealized appreciation (depreciation) on:

Investment securities

293,439

Assets and liabilities in
foreign currencies

(31)

293,408

Net gain (loss)

(620,090)

Net increase (decrease) in net assets resulting from operations

$ (618,931)

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

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

September 25, 2000
(commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 1,159

$ 1,390

Net realized gain (loss)

(913,498)

(174,950)

Change in net unrealized appreciation (depreciation)

293,408

(105,630)

Net increase (decrease) in net assets resulting from operations

(618,931)

(279,190)

Distributions to shareholders
From net investment income

(2,421)

-

In excess of net investment income

(1,262)

-

Total distributions

(3,683)

-

Share transactions - net increase (decrease)

2,206,589

2,885,849

Total increase (decrease) in net assets

1,583,975

2,606,659

Net Assets

Beginning of period

2,606,659

-

End of period (including under (over) distribution of net investment income of $(1,260) and
$1,264, respectively)

$ 4,190,634

$ 2,606,659

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

19,182

$ 138,936

30,001

$ 300,008

Reinvested

36

300

-

-

Redeemed

(33)

(226)

-

-

Net increase (decrease)

19,185

$ 139,010

30,001

$ 300,008

Service Class
Sold

173,369

$ 1,238,586

157,395

$ 1,497,499

Reinvested

118

992

-

-

Redeemed

(119,025)

(858,175)

(63,264)

(583,157)

Net increase (decrease)

54,462

$ 381,403

94,131

$ 914,342

Service Class 2
Sold

249,147

$ 1,797,020

182,014

$ 1,673,653

Reinvested

285

2,391

-

-

Redeemed

(17,731)

(113,235)

(236)

(2,154)

Net increase (decrease)

231,701

$ 1,686,176

181,778

$ 1,671,499

Distributions
From net investment income
Initial Class

$ 197

$ -

Service Class

653

-

Service Class 2

1,573

-

Total

$ 2,423

$ -

In excess of net investment income
Initial Class

$ 103

$ -

Service Class

339

-

Service Class 2

818

-

Total

$ 1,260

$ -

$ 3,683

$ -

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000.

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

Dynamic Capitial Appreciation Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.65)

(1.49)

Total from investment operations

(1.64)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.87

$ 8.52

Total Return B, C

(19.27)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 338

$ 256

Ratio of expenses to average net assets before expense reductions

4.28% A

10.18% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.42% A, F

1.50% A

Ratio of net investment income to average net assets

.26% A

.47% A

Portfolio turnover rate

611% A

295% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.66)

(1.49)

Total from investment operations

(1.65)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.86

$ 8.52

Total Return B, C

(19.39)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,019

$ 802

Ratio of expenses to average net assets before expense reductions

4.39% A

10.30% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.52% A, F

1.60% A

Ratio of net investment income to average net assets

.16% A

.36% A

Portfolio turnover rate

611% A

295% A

A Annualized

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

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

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

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

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

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 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, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.00

.00

Net realized and unrealized gain (loss)

(1.66)

(1.48)

Total from investment operations

(1.66)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.85

$ 8.52

Total Return B, C

(19.50)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,834

$ 1,549

Ratio of expenses to average net assets before expense reductions

4.54% A

10.49% A, G

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.67% A, F

1.75% A

Ratio of net investment income to average net assets

.02% A

.21% A

Portfolio turnover rate

611% A

295% A

A Annualized

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

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

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

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

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

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 per share.

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

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® VIP: Equity-Income -
Initial Class

10.39%

12.02%

15.43%

Russell 3000® Value

11.64%

14.71%

15.72%

Variable Annuity Equity
Income Funds Average

6.79%

12.82%

14.15%

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

You can compare the fund's returns to the performance of the Russell 3000® Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 50 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Variable Insurance Products: Equity-Income Portfolio - Initial Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $42,001 - a 320.01% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $43,060 - a 330.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

Citigroup, Inc.

3.8

Fannie Mae

3.7

Exxon Mobil Corp.

3.6

General Electric Co.

2.6

TotalFinaElf SA

2.0

15.7

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

28.3

Industrials

14.6

Energy

12.4

Consumer Discretionary

11.9

Telecommunication Services

6.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

96.5%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.8%



* Foreign investments 7.4%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2001, the fund slightly underperformed the Russell 3000® Value Index, which returned -0.34%, but beat the -1.79% return of the Lipper Inc. variable annuity equity income funds average. For the 12-month period that ended June 30, 2001, the fund slightly underperformed the Russell index's return of 11.64% and topped the Lipper peer group's 6.79% return.

Q. What was the investing environment like during the six-month period?

A. It was a tough environment for diversified equity funds, with very few places to hide from the effects of a weakening economy. Though more insulated from economic woes than the growth side of the market, larger-cap value stocks had rather flat performance during the period due to a continuing cycle of downward revisions for corporate earnings. Throughout the period, it became more apparent that the economy was in worse shape than previously anticipated. A key issue was the broad-based impact of the weakening economy on virtually every sector, compared to last year's rather narrow hit on technology issues. Within this environment, the fund's value orientation helped relative to the peer group, but stock selection in pharmaceuticals and the fund's higher weighting in energy stocks held back performance compared to the Russell index.

Q. Pharmaceutical companies appeared to have had a particularly difficult time. What accounted for their poor performance?

A. HMOs, consumers and even the government have become more adversarial toward pharmaceutical companies. The Food and Drug Administration's switch to a more discerning posture in new drug application approvals has made new drug introductions slower than expected. Meanwhile, old patents are expiring, changing the outlook for this industry, with the assumption that future growth will probably be slower than in the past. Fund holdings Bristol-Myers Squibb, Merck, Schering-Plough and Eli Lily all were negatively affected by these changes. I sold off a portion of the fund's pharmaceutical holdings to take profits late last year, and the fund now holds a more moderate weighting in these stocks.

Q. Which stocks helped the fund's performance during the period?

A. During the past few months, I became more interested in technology issues, a number of which began to look attractively valued. Microsoft and IBM were two examples of larger-cap technology stocks that bucked the down trend and performed well during the period. Microsoft benefited from recent favorable court rulings and anticipation of the company's new releases of software for small businesses. Meanwhile, IBM continued to meet earnings expectations and delivered better relative stock performance than many of its competitors.

Q. Financial stocks accounted for the portfolio's largest weighting. How did they do?

A. It was a mixed bag. Good performers included Bank of America, a long-term fund holding, which successfully integrated its merger with NationsBank and realized benefits in savings through cost consolidation. Household International, a consumer financing company, benefited from positive demand trends that produced better-than-expected earnings growth. Interest-rate cuts also gave the company an immediate positive impact on its borrowing costs. On the down side, American Express, Bank of New York and Wells Fargo all had disappointing performance. American Express' credit card business suffered from lower-than-expected growth in business travel and entertainment expenditures, and its investment arm was hurt by a weaker stock market. Bank of New York's custody and processing business was affected by slowing growth in assets from its mutual fund and investment management clients. Along with most of its counterparts, Wells Fargo's venture capital business lost money and the company had to take write-downs.

Q. What's your outlook, Steve?

A. I believe that, over time, lower interest rates should eventually have a positive effect on the economy and on business trends, though we may be in for more bad news during the next several months. Because value stocks generally held their value during the first half of the year - even though earnings expectations were down dramatically across the board - it's an indication that the environment for these stocks was not as negative as many thought. These factors make me optimistic about the long-term prospects for value stocks, and I have positioned the fund with an eye to the economy's eventual recovery.

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


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2001, more than $10.8 billion

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

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 10.7%

Auto Components - 0.7%

Johnson Controls, Inc.

284,700

$ 20,632,209

Snap-On, Inc.

1,102,000

26,624,320

TRW, Inc.

801,700

32,869,700

80,126,229

Automobiles - 0.2%

Ford Motor Co.

854,200

20,970,610

Hotels Restaurants & Leisure - 1.7%

Mandalay Resort Group (a)

793,600

21,744,640

McDonald's Corp.

1,594,000

43,133,640

MGM Mirage, Inc. (a)

1,249,270

37,428,129

Park Place Entertainment Corp. (a)

1,302,900

15,765,090

Six Flags, Inc. (a)

1,086,356

22,856,930

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

37,927,964

178,856,393

Household Durables - 0.8%

Black & Decker Corp.

595,500

23,498,430

Fortune Brands, Inc.

676,000

25,931,360

Maytag Corp.

991,520

29,011,875

Whirlpool Corp.

182,300

11,393,750

89,835,415

Media - 3.7%

Clear Channel Communications, Inc. (a)

813,500

51,006,450

Fox Entertainment Group, Inc.
Class A (a)

1,251,600

34,919,640

Gannett Co., Inc.

136,400

8,988,760

News Corp. Ltd. sponsored ADR

729,701

25,665,024

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

1,357,303

39,022,461

Tribune Co.

710,500

28,427,105

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

3,344,218

173,063,282

Walt Disney Co.

1,342,900

38,796,381

399,889,103

Multiline Retail - 1.8%

Big Lots, Inc. (a)

2,020,156

27,635,738

Costco Wholesale Corp. (a)

459,290

19,258,030

Dillards, Inc. Class A

432,800

6,608,856

Federated Department Stores, Inc. (a)

953,000

40,502,500

JCPenney Co., Inc.

232,600

6,131,336

Kmart Corp. (a)

454,800

5,216,556

Sears, Roebuck & Co.

285,200

12,066,812

Target Corp.

1,166,100

40,347,060

Wal-Mart Stores, Inc.

629,300

30,709,840

188,476,728

Specialty Retail - 1.7%

AutoNation, Inc.

689,800

8,001,680

Charming Shoppes, Inc. (a)

612,800

3,744,208

Gap, Inc.

1,713,600

49,694,400

Shares

Value (Note 1)

Office Depot, Inc. (a)

2,062,900

$ 21,412,902

Pep Boys-Manny, Moe & Jack

450,800

5,062,484

Staples, Inc. (a)

3,626,562

54,470,961

The Limited, Inc.

2,635,400

43,536,808

185,923,443

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

14,156,604

TOTAL CONSUMER DISCRETIONARY

1,158,234,525

CONSUMER STAPLES - 5.2%

Beverages - 0.1%

PepsiCo, Inc.

352,800

15,593,760

Food & Drug Retailing - 0.0%

Rite Aid Corp. warrants 6/27/06 (a)(g)

25,358

126,790

Food Products - 0.8%

ConAgra Foods, Inc.

906,700

17,961,727

H.J. Heinz Co.

454,600

18,588,594

Kellogg Co.

68,400

1,983,600

Kraft Foods, Inc. Class A

412,700

12,793,700

Tyson Foods, Inc. Class A

339,900

3,130,479

Unilever PLC

3,307,614

28,445,501

82,903,601

Household Products - 1.4%

Kimberly-Clark Corp.

1,042,700

58,286,930

Procter & Gamble Co.

1,236,800

78,907,840

The Dial Corp.

712,800

10,157,400

147,352,170

Personal Products - 1.2%

Avon Products, Inc.

915,600

42,373,968

Gillette Co.

3,178,120

92,133,699

134,507,667

Tobacco - 1.7%

Philip Morris Companies, Inc.

3,559,700

180,654,775

TOTAL CONSUMER STAPLES

561,138,763

ENERGY - 12.4%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

1,658,000

55,543,000

Halliburton Co.

2,896,500

103,115,400

Schlumberger Ltd. (NY Shares)

984,000

51,807,600

210,466,000

Oil & Gas - 10.4%

BP PLC sponsored ADR

3,305,342

164,771,299

Burlington Resources, Inc.

238,900

9,544,055

Chevron Corp.

976,471

88,370,626

CNOOC Ltd. sponsored ADR

258,900

4,906,155

Conoco, Inc.:

Class A

788,400

22,232,880

Class B

2,354,415

68,042,594

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Devon Energy Corp.

293,965

$ 15,433,145

Exxon Mobil Corp.

4,402,718

384,577,417

Royal Dutch Petroleum Co.
(NY Shares)

1,840,400

107,240,108

TotalFinaElf SA:

Series B

448,000

62,746,880

sponsored ADR

2,183,396

153,274,399

USX - Marathon Group

1,621,100

47,838,661

1,128,978,219

TOTAL ENERGY

1,339,444,219

FINANCIALS - 27.6%

Banks - 9.5%

Bank of America Corp.

2,438,190

146,364,546

Bank of New York Co., Inc.

3,077,800

147,734,400

Bank One Corp.

2,266,538

81,142,060

Comerica, Inc.

1,601,800

92,263,680

First Union Corp.

1,753,222

61,257,577

FleetBoston Financial Corp.

1,786,800

70,489,260

Mellon Financial Corp.

2,266,900

104,277,400

PNC Financial Services Group, Inc.

504,800

33,210,792

U.S. Bancorp

4,855,638

110,659,990

Washington Mutual, Inc.

333,900

12,537,945

Wells Fargo & Co.

3,612,000

167,705,160

1,027,642,810

Diversified Financials - 14.0%

American Express Co.

2,728,816

105,878,061

Brascan Corp. Class A (ltd. vtg.)

2,213,200

38,036,634

Charles Schwab Corp.

1,432,400

21,915,720

Citigroup, Inc.

7,879,120

416,332,675

Fannie Mae

4,762,300

405,509,845

Freddie Mac

851,500

59,605,000

Household International, Inc.

2,289,547

152,712,785

J.P. Morgan Chase & Co.

3,879,950

173,045,770

Merrill Lynch & Co., Inc.

108,400

6,422,700

Morgan Stanley Dean Witter & Co.

1,384,000

88,894,320

Nomura Securities Co. Ltd.

1,622,000

31,082,263

Washington Mutual Capital Trust unit (a)(e)

339,000

18,136,500

1,517,572,273

Insurance - 3.2%

ACE Ltd.

1,474,100

57,622,569

Allstate Corp.

666,500

29,319,335

American International Group, Inc.

590,950

50,821,700

Conseco, Inc.

1,497,300

20,438,145

Hartford Financial Services
Group, Inc.

1,490,300

101,936,520

Highlands Insurance Group, Inc. (a)

371,100

1,799,835

Shares

Value (Note 1)

Marsh & McLennan Companies, Inc.

192,300

$ 19,422,300

The Chubb Corp.

314,100

24,320,763

The St. Paul Companies, Inc.

323,500

16,398,215

UnumProvident Corp.

682,100

21,909,052

343,988,434

Real Estate - 0.9%

Crescent Real Estate Equities Co.

810,400

19,911,528

Duke-Weeks Realty Corp.

434,622

10,800,357

Equity Office Properties Trust

524,500

16,589,935

Equity Residential Properties Trust (SBI)

649,500

36,729,225

Public Storage, Inc.

609,700

18,077,605

102,108,650

TOTAL FINANCIALS

2,991,312,167

HEALTH CARE - 5.7%

Health Care Equipment & Supplies - 0.5%

Becton, Dickinson & Co.

680,800

24,365,832

Guidant Corp. (a)

865,680

31,164,480

55,530,312

Health Care Providers & Services - 0.6%

HCA - The Healthcare Co.

671,450

30,342,826

McKesson HBOC, Inc.

943,200

35,011,584

65,354,410

Pharmaceuticals - 4.6%

American Home Products Corp.

648,000

37,869,120

Bristol-Myers Squibb Co.

2,674,200

139,860,660

Eli Lilly & Co.

1,789,700

132,437,800

Merck & Co., Inc.

1,583,100

101,175,921

Sanofi-Synthelabo SA

91,800

6,044,479

Schering-Plough Corp.

2,129,530

77,174,167

494,562,147

TOTAL HEALTH CARE

615,446,869

INDUSTRIALS - 14.4%

Aerospace & Defense - 2.4%

Boeing Co.

465,400

25,876,240

General Dynamics Corp.

505,700

39,348,517

Honeywell International, Inc.

1,758,825

61,541,287

Lockheed Martin Corp.

767,900

28,450,695

Raytheon Co.

576,500

15,306,075

United Technologies Corp.

1,195,400

87,575,004

258,097,818

Building Products - 0.3%

Masco Corp.

1,265,800

31,594,368

Commercial Services & Supplies - 1.7%

Avery Dennison Corp.

410,900

20,976,445

IMS Health, Inc.

1,368,800

39,010,800

New England Business Service, Inc.

207,200

3,978,240

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Per-Se Technologies, Inc. (a)

9,540

$ 77,751

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Pitney Bowes, Inc.

1,582,000

66,633,840

R.R. Donnelley & Sons Co.

535,300

15,898,410

Republic Services, Inc. (a)

826,400

16,404,040

Viad Corp.

775,800

20,481,120

183,460,646

Electrical Equipment - 0.2%

Rockwell International Corp.

485,000

18,488,200

Industrial Conglomerates - 5.3%

General Electric Co.

5,731,040

279,388,200

Minnesota Mining &
Manufacturing Co.

326,300

37,230,830

Textron, Inc.

1,527,400

84,068,096

Tyco International Ltd.

3,126,846

170,413,107

571,100,233

Machinery - 2.9%

Briggs & Stratton Corp.

49,700

2,092,370

Caterpillar, Inc.

1,367,900

68,463,395

CNH Global NV

60,800

360,544

Deere & Co.

1,467,850

55,558,123

Eaton Corp.

428,300

30,023,830

Illinois Tool Works, Inc.

514,400

32,561,520

Ingersoll-Rand Co.

1,074,144

44,254,733

Kennametal, Inc.

513,334

18,942,025

Navistar International Corp. (a)

387,600

10,903,188

Parker-Hannifin Corp.

1,047,700

44,464,388

Pentair, Inc.

300,200

10,146,760

317,770,876

Road & Rail - 1.6%

Burlington Northern Santa Fe Corp.

2,998,700

90,470,779

CSX Corp.

660,400

23,932,896

Norfolk Southern Corp.

410,900

8,505,630

Union Pacific Corp.

1,015,900

55,783,069

178,692,374

TOTAL INDUSTRIALS

1,559,204,515

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.3%

Motorola, Inc.

1,890,400

31,305,024

Computers & Peripherals - 2.4%

Compaq Computer Corp.

2,255,200

34,933,048

Dell Computer Corp. (a)

2,266,600

61,424,860

Hewlett-Packard Co.

1,766,500

50,521,900

Shares

Value (Note 1)

International Business Machines Corp.

806,600

$ 91,145,800

NCR Corp. (a)

412,200

19,373,400

257,399,008

Electronic Equipment & Instruments - 0.5%

Arrow Electronics, Inc. (a)

357,200

8,676,388

Avnet, Inc.

851,730

19,095,787

Thermo Electron Corp. (a)

1,295,400

28,524,708

56,296,883

IT Consulting & Services - 0.5%

Computer Sciences Corp. (a)

702,000

24,289,200

Unisys Corp. (a)

1,820,017

26,772,450

51,061,650

Semiconductor Equipment & Products - 0.6%

Intel Corp.

1,948,400

59,406,716

National Semiconductor Corp. (a)

408,000

11,880,960

71,287,676

Software - 0.8%

Computer Associates
International, Inc.

838,900

30,200,400

Microsoft Corp. (a)

786,400

56,628,664

86,829,064

TOTAL INFORMATION TECHNOLOGY

554,179,305

MATERIALS - 5.8%

Chemicals - 2.6%

Arch Chemicals, Inc.

352,800

7,701,624

Crompton Corp.

783,351

8,538,526

Dow Chemical Co.

1,112,300

36,983,975

E.I. du Pont de Nemours and Co.

1,072,649

51,744,588

Great Lakes Chemical Corp.

1,060,100

32,704,085

Hercules Trust II unit (a)

15,700

6,515,500

Hercules, Inc.

649,700

7,341,610

IMC Global, Inc.

1,119,500

11,418,900

Millennium Chemicals, Inc.

853,650

12,847,433

Olin Corp.

712,700

12,108,773

PolyOne Corp.

979,200

10,193,472

Praxair, Inc.

1,203,612

56,569,764

Solutia, Inc.

1,862,800

23,750,700

278,418,950

Containers & Packaging - 0.3%

Ball Corp.

254,479

12,103,021

Smurfit-Stone Container Corp. (a)

1,134,900

17,738,487

29,841,508

Metals & Mining - 1.7%

Alcoa, Inc.

2,163,016

85,222,830

Allegheny Technologies, Inc.

459,450

8,311,451

Dofasco, Inc.

926,300

14,928,481

Newmont Mining Corp.

446,300

8,305,643

Nucor Corp.

540,900

26,444,601

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Pechiney SA Series A

351,311

$ 17,908,430

Phelps Dodge Corp.

556,500

23,094,750

184,216,186

Paper & Forest Products - 1.2%

Bowater, Inc.

798,600

35,729,364

Georgia-Pacific Group

1,454,500

49,234,825

International Paper Co.

542,500

19,367,250

Weyerhaeuser Co.

469,900

25,830,403

130,161,842

TOTAL MATERIALS

622,638,486

TELECOMMUNICATION SERVICES - 6.0%

Diversified Telecommunication Services - 6.0%

AT&T Corp.

3,251,121

71,524,662

BellSouth Corp.

4,583,199

184,565,424

British Telecommunications PLC sponsored ADR

113,700

7,350,705

Korea Telecom sponsored ADR

103,000

2,263,940

Qwest Communications
International, Inc.

965,260

30,762,836

SBC Communications, Inc.

5,353,193

214,448,912

Verizon Communications

2,592,502

138,698,857

649,615,336

UTILITIES - 2.3%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

997,100

46,036,107

Cinergy Corp.

415,000

14,504,250

DPL, Inc.

99,554

2,883,084

Entergy Corp.

2,434,600

93,464,294

Niagara Mohawk Holdings, Inc. (a)

1,682,100

29,756,349

Northeast Utilities

491,200

10,192,400

Southern Co.

1,054,600

24,519,450

221,355,934

Gas Utilities - 0.1%

Kinder Morgan Management LLC

113,600

7,781,600

Multi-Utilities - 0.2%

SCANA Corp.

722,500

20,519,000

TOTAL UTILITIES

249,656,534

TOTAL COMMON STOCKS

(Cost $7,879,050,126)

10,300,870,719

Preferred Stocks - 1.3%

Shares

Value (Note 1)

Convertible Preferred Stocks - 1.2%

CONSUMER DISCRETIONARY - 0.4%

Hotels Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

388,400

$ 11,846,200

Media - 0.3%

Cox Communications, Inc. $6.858 PRIZES

154,200

8,812,530

MediaOne Group, Inc.
(Vodafone Group PLC):

$3.04 PIES

317,100

8,442,788

$3.63 PIES

213,500

12,302,938

29,558,256

TOTAL CONSUMER DISCRETIONARY

41,404,456

FINANCIALS - 0.2%

Insurance - 0.2%

ACE Ltd. $4.125 PRIDES

225,800

17,680,140

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Raytheon Co. $4.12

177,700

8,640,663

Airlines - 0.0%

Continental Airlines Capital Trust $3.00 (e)

111,200

5,636,450

TOTAL INDUSTRIALS

14,277,113

INFORMATION TECHNOLOGY - 0.1%

IT Consulting & Services - 0.1%

Electronic Data Systems Corp. $3.00

227,800

12,005,060

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

11,816,442

UTILITIES - 0.3%

Electric Utilities - 0.2%

TXU Corp. $1.6575 PRIDES

398,400

17,928,000

Gas Utilities - 0.1%

NiSource, Inc. $3.875 PIES

299,300

14,815,350

TOTAL UTILITIES

32,743,350

TOTAL CONVERTIBLE PREFERRED STOCKS

129,926,561

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

25,523

$ 2,718,200

TOTAL PREFERRED STOCKS

(Cost $136,749,036)

132,644,761

Corporate Bonds - 1.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 1.3%

CONSUMER DISCRETIONARY - 0.5%

Hotels Restaurants & Leisure - 0.0%

Royal Caribbean Cruises Ltd. 0% 2/2/21

Baa3

$ 15,369,000

5,575,720

Media - 0.4%

Adelphia Communications Corp. 6% 2/15/06

B3

9,440,000

9,102,048

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

Baa3

26,600,000

11,048,842

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

Baa3

11,400,000

8,892,000

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

Baa3

22,670,000

11,391,675

40,434,565

Specialty Retail - 0.1%

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

A3

7,800,000

5,511,012

Venator Group, Inc. 5.5% 6/1/08 (e)

B2

2,850,000

3,313,125

8,824,137

TOTAL CONSUMER DISCRETIONARY

54,834,422

FINANCIALS - 0.5%

Diversified Financials - 0.0%

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

-

3,680,000

3,836,400

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,545,675

Real Estate - 0.4%

Liberty Property LP 8.3% 7/6/01

Baa3

27,685,000

40,420,100

TOTAL FINANCIALS

48,802,175

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.1%

Machinery - 0.1%

Briggs & Stratton Corp. 5% 5/15/06 (e)

Ba1

$ 1,370,000

$ 1,448,775

SPX Corp. liquid yield option note 0% 2/6/21 (e)

Ba3

19,570,000

13,180,395

14,629,170

INFORMATION TECHNOLOGY - 0.1%

Computers & Peripherals - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

6,362,795

Semiconductor Equipment & Products - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

6,720,000

5,409,600

TOTAL INFORMATION TECHNOLOGY

11,772,395

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (e)

B1

13,390,000

8,167,900

5.25% 1/15/10

B1

6,710,000

4,093,100

12,261,000

TOTAL CONVERTIBLE BONDS

142,299,162

Nonconvertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

570,000

347,700

Hotels Restaurants & Leisure - 0.1%

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

B3

840,000

858,900

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

B2

800,000

794,000

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

900,000

909,000

Park Place Entertainment Corp. 8.125% 5/15/11 (e)

Ba2

1,115,000

1,106,638

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

Ba1

940,000

958,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

1,175,000

1,257,250

5,884,588

Household Durables - 0.0%

American Greetings Corp. 11.75% 7/15/08 (e)

Ba3

60,000

58,050

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 0.1%

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

B3

$ 1,005,000

$ 934,650

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

B2

2,475,000

1,658,250

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

B2

3,760,000

2,105,600

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

240,000

240,000

Quebecor Media, Inc. 11.125% 7/15/11 (e)

B2

800,000

798,000

Radio One, Inc. 8.875% 7/1/11 (e)

B3

1,190,000

1,190,000

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

B3

15,000

11,550

Telewest PLC yankee 11% 10/1/07

B2

2,905,000

2,411,150

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

Caa2

1,115,000

334,500

United Pan-Europe Communications NV yankee 0% 2/1/10 (d)

Caa1

1,335,000

220,275

9,903,975

Multiline Retail - 0.0%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

110,000

91,300

6.9% 8/15/26

Ba2

240,000

230,400

7.375% 6/15/04

Ba2

110,000

105,050

7.375% 8/15/08

Ba2

130,000

115,700

7.4% 4/1/37

Ba2

115,000

105,800

648,250

TOTAL CONSUMER DISCRETIONARY

16,842,563

CONSUMER STAPLES - 0.0%

Food & Drug Retailing - 0.0%

Rite Aid Corp. 12.5% 9/15/06 (e)

-

1,285,000

1,387,800

ENERGY - 0.0%

Oil & Gas - 0.0%

Chesapeake Energy Corp. 8.125% 4/1/11 (e)

B2

1,885,000

1,762,475

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - 0.0%

Diversified Financials - 0.0%

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

Ba3

$ 1,055,000

$ 1,076,100

CanWest Media, Inc. 10.625% 5/15/11 (e)

B2

785,000

794,813

1,870,913

Real Estate - 0.0%

Meditrust Corp. 7.82% 9/10/26

Ba3

735,000

705,600

TOTAL FINANCIALS

2,576,513

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

DaVita, Inc. 9.25% 4/15/11 (e)

B2

640,000

656,000

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,195,000

1,224,875

1,880,875

INDUSTRIALS - 0.0%

Building Products - 0.0%

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

Ba2

1,005,000

1,005,000

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

1,125,000

1,068,750

MATERIALS - 0.0%

Chemicals - 0.0%

IMC Global, Inc. 10.875% 6/1/08 (e)

Ba1

735,000

727,650

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

840,000

840,000

1,567,650

Containers & Packaging - 0.0%

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

B2

110,000

110,550

Metals & Mining - 0.0%

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

680,000

670,820

TOTAL MATERIALS

2,349,020

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

835,000

642,950

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

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

B3

$ 1,625,000

$ 1,283,750

1,926,700

Wireless Telecommunication Services - 0.1%

American Tower Corp. 9.375% 2/1/09 (e)

B3

985,000

920,975

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,965,000

1,955,175

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

B1

2,535,000

1,673,100

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

2,010,000

462,300

5,011,550

TOTAL TELECOMMUNICATION SERVICES

6,938,250

UTILITIES - 0.1%

Electric Utilities - 0.1%

AES Corp.:

8% 12/31/08

Ba1

1,295,000

1,223,775

9.375% 9/15/10

Ba1

1,100,000

1,100,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

915,000

823,500

6.25% 3/1/04

B3

375,000

326,250

6.75% 10/1/23

B3

1,120,000

884,800

4,358,325

Multi-Utilities - 0.0%

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

Baa2

875,000

875,000

TOTAL UTILITIES

5,233,325

TOTAL NONCONVERTIBLE BONDS

41,044,571

TOTAL CORPORATE BONDS

(Cost $186,978,655)

183,343,733

Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Tenneco Automotive, Inc.:

Tranche B term loan 8.09% 12/30/07 (f)

B2

550,000

473,000

Tranche C term loan 8.34% 6/30/08 (f)

B2

550,000

473,000

946,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (f)

Ba3

$ 846,483

$ 840,134

Tranche C term loan 6.9399% 7/21/07 (f)

Ba3

1,015,779

1,008,161

1,848,295

TOTAL FLOATING RATE LOANS

(Cost $2,639,811)

2,794,295

Cash Equivalents - 1.8%

Shares

Fidelity Cash Central Fund, 4.09% (c)

161,485,669

161,485,669

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

33,305,019

33,305,019

TOTAL CASH EQUIVALENTS

(Cost $194,790,688)

194,790,688

TOTAL INVESTMENT
PORTFOLIO - 100.0%

(Cost $8,400,208,316)

10,814,444,196

NET OTHER ASSETS - 0.0%

3,641,659

NET ASSETS - 100%

$ 10,818,085,855

Security Type Abbreviations

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIERS

-

Preferred Income Equity Redeemable Security

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $96,105,783 or 0.9% of net assets.

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 126,790

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,452,929,488 and $1,184,533,055.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $91,060 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $126,790 or 0.0% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $7,040,000. The weighted average interest rate was 5.24%. Interest expense includes $1,024 paid under the interfund lending program. At period end there were no interfund loans outstanding.

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

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $2,794,295 or 0.0% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,404,424,411. Net unrealized appreciation aggregated $2,410,019,785, of which $2,981,360,293 related to appreciated investment securities and $571,340,508 related to depreciated investment securities.

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

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $31,998,816) (cost $8,400,208,316) - See accompanying schedule

$ 10,814,444,196

Receivable for investments sold

24,291,668

Receivable for fund shares sold

18,905,919

Dividends receivable

13,086,351

Interest receivable

3,724,665

Other receivables

34,744

Total assets

10,874,487,543

Liabilities

Payable for investments purchased

$ 12,626,037

Payable for fund shares redeemed

5,354,650

Accrued management fee

4,343,235

Distribution fees payable

87,182

Other payables and
accrued expenses

685,565

Collateral on securities loaned,
at value

33,305,019

Total liabilities

56,401,688

Net Assets

$ 10,818,085,855

Net Assets consist of:

Paid in capital

$ 8,134,172,386

Undistributed net investment income

76,429,853

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

193,310,334

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

2,414,173,282

Net Assets

$ 10,818,085,855

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($9,933,097,284 ÷
418,816,835 shares)

$23.72

Service Class:
Net Asset Value, offering price
and redemption price per
share ($759,757,518 ÷
32,121,573 shares)

$23.65

Service Class 2:
Net Asset Value, offering price
and redemption price per
share ($125,231,053 ÷
5,309,462 shares)

$23.59

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 99,021,916

Interest

8,468,944

Security lending

187,200

107,678,060

Less foreign taxes withheld

(1,931,040)

Total income

105,747,020

Expenses

Management fee

$ 25,312,029

Transfer agent fees

3,499,175

Distribution fees

434,255

Accounting and security lending fees

447,524

Non-interested trustees' compensation

5,454

Custodian fees and expenses

92,466

Registration fees

4,929

Audit

33,536

Legal

27,406

Interest

3,693

Reports to shareholders

952,176

Miscellaneous

3,532

Total expenses before reductions

30,816,175

Expense reductions

(757,519)

30,058,656

Net investment income

75,688,364

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

198,780,684

Foreign currency transactions

(100,930)

198,679,754

Change in net unrealized appreciation (depreciation) on:

Investment securities

(381,248,460)

Assets and liabilities in
foreign currencies

(35,598)

(381,284,058)

Net gain (loss)

(182,604,304)

Net increase (decrease) in net assets resulting from operations

$ (106,915,940)

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

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 75,688,364

$ 172,079,690

Net realized gain (loss)

198,679,754

500,168,037

Change in net unrealized appreciation (depreciation)

(381,284,058)

94,926,588

Net increase (decrease) in net assets resulting from operations

(106,915,940)

767,174,315

Distributions to shareholders
From net investment income

(175,168,717)

(187,986,087)

From net realized gain

(493,630,239)

(694,753,499)

Total distributions

(668,798,956)

(882,739,586)

Share transactions - net increase (decrease)

949,906,874

(692,163,922)

Total increase (decrease) in net assets

174,191,978

(807,729,193)

Net Assets

Beginning of period

10,643,893,877

11,451,623,070

End of period (including undistributed net investment income of $76,429,853 and
$170,138,206, respectively)

$ 10,818,085,855

$ 10,643,893,877

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

49,070,831

$ 1,173,373,633

45,973,673

$ 1,098,402,964

Reinvested

25,863,824

625,387,254

38,143,296

847,544,035

Redeemed

(46,687,585)

(1,109,454,422)

(121,903,326)

(2,861,778,639)

Net increase (decrease)

28,247,070

$ 689,306,465

(37,786,357)

$ (915,831,640)

Service Class
Sold

6,895,101

$ 164,018,051

9,905,652

$ 235,854,814

Reinvested

1,673,998

40,376,818

1,585,963

35,176,653

Redeemed

(1,392,544)

(32,407,189)

(3,590,373)

(84,741,881)

Net increase (decrease)

7,176,555

$ 171,987,680

7,901,242

$ 186,289,586

Service Class 2 A
Sold

3,908,816

$ 92,463,010

1,666,464

$ 39,694,526

Reinvested

126,086

3,034,884

852

18,898

Redeemed

(295,865)

(6,885,165)

(96,891)

(2,335,292)

Net increase (decrease)

3,739,037

$ 88,612,729

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 164,164,158

$ 180,623,926

Service Class

10,221,979

7,358,208

Service Class 2 A

782,580

3,953

Total

$ 175,168,717

$ 187,986,087

From net realized gain
Initial Class

$ 461,223,096

$ 666,920,109

Service Class

30,154,839

27,818,445

Service Class 2 A

2,252,304

14,945

Total

$ 493,630,239

$ 694,753,499

$ 668,798,956

$ 882,739,586

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

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

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.17 D

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

(.37)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

(.20)

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.42)

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(1.60)

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 23.72

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

(.90)%

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,933,097

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.58% A

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after all
expense reductions

.56% A, F

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.45% A

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

23% A

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.16

.37

.38

.36

.05

Net realized and unrealized gain (loss)

(.38)

1.46

1.11

2.31

.78

Total from investment operations

(.22)

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.40)

(.43) G

(.38)

(.34)

-

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

-

Total distributions

(1.58)

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 23.65

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(.99)%

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 759,758

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.68% A

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after all expense reductions

.66% A, F

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.35% A

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

23% A

22%

27%

28%

44%

A Annualized

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 25.41

$ 25.18

Income from Investment Operations

Net investment income D

.14

.32

Net realized and unrealized gain (loss)

(.37)

1.95

Total from investment operations

(.23)

2.27

Less Distributions

From net investment income

(.41)

(.43) G

From net realized gain

(1.18)

(1.61) G

Total distributions

(1.59)

(2.04)

Net asset value, end of period

$ 23.59

$ 25.41

Total Return B, C

(1.03)%

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 125,231

$ 39,911

Ratio of expenses to average net assets

.84% A

.83% A

Ratio of expenses to average net assets after all expense reductions

.82% A, F

.82% A, F

Ratio of net investment income to average net assets

1.19% A

1.41% A

Portfolio turnover rate

23% A

22%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

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

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® VIP: Growth - Initial Class

-23.47%

14.55%

17.21%

Russell 3000 ® Growth Index

-35.31%

11.24%

13.38%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

14.51%

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

You can compare the fund's returns to the performance of the Russell 3000 ® Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Growth Portfolio - Initial Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $48,941 - a 389.41% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,105 - a 251.05% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Microsoft Corp.

6.3

Intel Corp.

4.3

Pfizer, Inc.

4.1

General Electric Co.

3.8

AOL Time Warner, Inc.

2.9

21.4

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

31.0

Health Care

17.5

Consumer Discretionary

16.8

Financials

12.5

Industrials

8.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.7%

Short-Term Investments and Net Other Assets

1.3%



* Foreign investments 5.5%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the six months that ended June 30, 2001, the fund outperformed both the Russell 3000 ® Growth Index - which returned -13.25% - and the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund topped the -35.31% return of the Russell index, but trailed its Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. The past six months were an unusually tough environment for growth stocks, as many of the excesses of the Internet bubble evaporated. In addition to a slowing economy and restricted corporate budgets, we saw a particularly high degree of volatility in growth industries such as technology and telecommunications. The fund's underweightings in these two groups during the period helped its performance. Overall, mid-cap, cyclical and value stocks had the upper hand over large-cap growth stocks during the period.

Q. How did you navigate the technology sector during the period?

A. Rich valuations continued to concern me, and several tech groups suffered from overcapacity and weak demand. That being said, the fund did have close to one-third of its investments in technology at the end of the period. A good portion of that was allotted to personal computer-related stocks such as Microsoft, Dell and Intel. I liked the new product cycles for both Microsoft and Intel, and Dell continued to capture share as the leading low-cost provider of PCs. Also, while these stocks were affected by the slowing economy, they weren't as vulnerable to overcapacity caused by the Internet craze as several other technology groups were. Microsoft was the fund's single best performer during the period, and Dell also contributed positively. Intel disappointed, but I felt the stock remained a good long-term investment.

Q. The fund's energy stocks performed well during the period, as did its finance-related investments. Why?

A. Over the long run, it is becoming incrementally harder to find oil and natural gas as easily exploitable reserves are becoming depleted. This mega-trend benefits companies that supply equipment and services for drilling. We saw a strong period for these companies as high oil and gas prices stimulated drilling activity. Weatherford International and Smith International were two stocks that performed well. However, I expect to see volatile shorter-term cycles within this longer-term trend as increased supply temporarily depresses prices and drilling activity declines. Hence, I don't regard energy services as a buy-and-hold group. In terms of the fund's finance holdings, lower interest rates helped bank stocks such as Bank One and Bank of America, as well as government mortgage lenders Fannie Mae and Freddie Mac.

Q. Stable-growth stocks such as pharmaceuticals typically perform well in times of volatility, but drug stocks stumbled during this period. Why?

A. Delayed product approvals, heightened government scrutiny and a peak year for patent expirations all conspired to work against the big drug companies. Schering-Plough - which makes the popular allergy drug Claritin - and Bristol-Myers Squibb, which makes the diabetes drug Glucophage, each faced patent issues and experienced difficulty getting new drugs approved during the period. Their stock performance suffered as a result.

Q. Which other stocks performed well during the period? Which holdings proved disappointing?

A. IBM was a good stock during the period, as it benefited from a new mainframe-related product release. I was a little late to the retail stock rally, but Home Depot also performed well. Other disappointments included Internet infrastructure stocks Cisco and Sun Microsystems, as well as EMC, which specializes in data storage.

Q. What's your outlook?

A. I'll be looking to position the fund more aggressively during the next few months. We're in a falling interest-rate environment - with no signs of inflation - and I think the Federal Reserve Board ultimately will be successful at stimulating the economy. That said, I'm optimistic about companies that are economically sensitive, including technology, and will look to increase the fund's cyclical exposure as evidence of a recovery becomes more apparent.

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


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2001, more than $15.2 billion

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

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.8%

Hotels, Restaurants & Leisure - 2.0%

Brinker International, Inc. (a)

1,970,550

$ 50,938,718

Darden Restaurants, Inc.

802,100

22,378,590

Harrah's Entertainment, Inc. (a)

1,177,200

41,555,160

McDonald's Corp.

2,833,100

76,663,686

Outback Steakhouse, Inc. (a)

873,910

25,168,608

Tricon Global Restaurants, Inc. (a)

1,726,850

75,808,715

Wendy's International, Inc.

553,200

14,128,728

306,642,205

Household Durables - 1.4%

Black & Decker Corp.

616,140

24,312,884

Centex Corp.

268,400

10,937,300

D.R. Horton, Inc.

822,600

18,673,020

Lennar Corp.

393,700

16,417,290

Maytag Corp.

817,300

23,914,198

Nintendo Co. Ltd.

94,200

17,145,125

Pulte Homes, Inc.

680,000

28,988,400

Sony Corp.

1,270,900

83,625,218

224,013,435

Leisure Equipment & Products - 0.8%

Hasbro, Inc.

2,178,300

31,476,435

Mattel, Inc.

4,868,300

92,108,236

123,584,671

Media - 5.6%

AOL Time Warner, Inc. (a)

8,481,052

449,495,756

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

2,907,780

50,857,072

Clear Channel Communications, Inc. (a)

1,372,000

86,024,400

Comcast Corp. Class A (special) (a)

804,600

34,959,870

Cox Communications, Inc. Class A (a)

1,367,800

60,593,540

Fox Entertainment Group, Inc. Class A (a)

347,600

9,698,040

United Pan-Europe Communications
NV sponsored ADR (a)

2,089,700

5,307,838

UnitedGlobalCom, Inc. Class A (a)

928,200

8,019,648

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

2,884,125

149,253,469

854,209,633

Multiline Retail - 2.8%

Costco Wholesale Corp. (a)

745,000

31,237,850

Dillards, Inc. Class A

1,254,130

19,150,565

Family Dollar Stores, Inc.

534,300

13,694,109

Federated Department Stores, Inc. (a)

576,300

24,492,750

JCPenney Co., Inc.

1,048,800

27,646,368

Kmart Corp. (a)

5,336,600

61,210,802

Sears, Roebuck & Co.

985,480

41,695,659

Wal-Mart Stores, Inc.

4,184,800

204,218,240

423,346,343

Specialty Retail - 4.2%

Abercrombie & Fitch Co. Class A (a)

1,355,400

60,315,300

AutoZone, Inc. (a)

1,671,300

62,673,750

Best Buy Co., Inc. (a)

1,139,500

72,381,040

Gap, Inc.

2,774,300

80,454,700

Shares

Value (Note 1)

Home Depot, Inc.

4,886,700

$ 227,475,885

Lowe's Companies, Inc.

726,700

52,722,085

O'Reilly Automotive, Inc. (a)

1,209,600

34,292,160

Toys 'R' Us, Inc. (a)

1,993,480

49,338,630

639,653,550

TOTAL CONSUMER DISCRETIONARY

2,571,449,837

CONSUMER STAPLES - 6.2%

Beverages - 1.7%

Pepsi Bottling Group, Inc.

1,168,200

46,844,820

PepsiAmericas, Inc.

1,031,800

13,722,940

PepsiCo, Inc.

841,600

37,198,720

The Coca-Cola Co.

3,686,700

165,901,500

263,667,980

Food & Drug Retailing - 1.3%

CVS Corp.

1,110,400

42,861,440

Rite Aid Corp. (a)

5,999,590

53,996,310

Rite Aid Corp. (a)(d)

1,450,000

11,745,000

Walgreen Co.

2,666,260

91,052,779

199,655,529

Food Products - 0.6%

Kraft Foods, Inc. Class A

1,482,900

45,969,900

Quaker Oats Co.

392,600

35,824,750

81,794,650

Household Products - 0.7%

Kimberly-Clark Corp.

940,900

52,596,310

Procter & Gamble Co.

723,460

46,156,748

98,753,058

Personal Products - 1.0%

Gillette Co.

5,347,000

155,009,530

Tobacco - 0.9%

Philip Morris Companies, Inc.

2,746,600

139,389,950

TOTAL CONSUMER STAPLES

938,270,697

ENERGY - 2.9%

Energy Equipment & Services - 2.9%

Baker Hughes, Inc.

1,557,570

52,178,595

BJ Services Co. (a)

1,834,260

52,056,299

Coflexip SA sponsored ADR

776,900

50,226,585

Global Industries Ltd. (a)

1,904,900

24,992,288

Halliburton Co.

1,236,900

44,033,640

National-Oilwell, Inc. (a)

1,567,500

42,009,000

Smith International, Inc. (a)

765,750

45,868,425

Stolt Offshore SA (a)

1,796,600

22,935,237

Transocean Sedco Forex, Inc.

780,000

32,175,000

Varco International, Inc. (a)

1,421,000

26,444,810

Weatherford International, Inc. (a)

1,068,640

51,294,720

444,214,599

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - 12.5%

Banks - 2.8%

Bank of America Corp.

1,169,200

$ 70,187,076

Bank of New York Co., Inc.

355,100

17,044,800

Bank One Corp.

5,752,890

205,953,462

FleetBoston Financial Corp.

2,391,452

94,342,781

Mellon Financial Corp.

934,200

42,973,200

430,501,319

Diversified Financials - 6.6%

American Express Co.

3,415,300

132,513,640

Capital One Financial Corp.

821,600

49,296,000

Charles Schwab Corp.

3,252,950

49,770,135

Citigroup, Inc.

3,152,710

166,589,196

Daiwa Securities Group, Inc.

6,397,000

66,934,612

Fannie Mae

918,500

78,210,275

Freddie Mac

942,600

65,982,000

Goldman Sachs Group, Inc.

265,800

22,805,640

J.P. Morgan Chase & Co.

833,800

37,187,480

MBNA Corp.

505,900

16,669,405

Merrill Lynch & Co., Inc.

918,500

54,421,125

Moody's Corp.

438,900

14,703,150

Morgan Stanley Dean Witter & Co.

812,000

52,154,760

Nikko Securities Co. Ltd.

9,697,000

77,672,408

Nomura Securities Co. Ltd.

4,062,000

77,839,799

State Street Corp.

756,200

37,424,338

1,000,173,963

Insurance - 3.1%

ACE Ltd.

495,500

19,369,095

AFLAC, Inc.

2,002,420

63,056,206

Allstate Corp.

253,400

11,147,066

American General Corp.

1,794,800

83,368,460

American International Group, Inc.

1,836,946

157,977,356

Marsh & McLennan Companies, Inc.

438,600

44,298,600

MBIA, Inc.

1,098,900

61,186,752

Xl Capital Ltd. Class A

376,510

30,911,471

471,315,006

TOTAL FINANCIALS

1,901,990,288

HEALTH CARE - 17.5%

Biotechnology - 4.0%

Abgenix, Inc. (a)

1,300,642

56,903,088

Alkermes, Inc. (a)

1,152,700

40,263,811

Amgen, Inc. (a)

2,820,500

175,012,025

Genentech, Inc. (a)

1,096,800

60,433,680

Geneva Proteomics (a)(d)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

1,270,500

75,823,440

Medarex, Inc. (a)

1,687,600

39,709,228

Millennium Pharmaceuticals, Inc. (a)

2,537,680

86,027,352

Shares

Value (Note 1)

Protein Design Labs, Inc. (a)

775,200

$ 65,194,320

QLT, Inc. (a)

389,100

7,710,040

611,619,984

Health Care Equipment & Supplies - 1.3%

Bausch & Lomb, Inc.

337,400

12,227,376

Guidant Corp. (a)

806,400

29,030,400

Medtronic, Inc.

3,269,800

150,443,498

191,701,274

Health Care Providers & Services - 1.8%

Cardinal Health, Inc.

800,800

55,255,200

Health Management Associates, Inc. Class A (a)

88,600

1,864,144

McKesson HBOC, Inc.

3,290,300

122,135,936

Tenet Healthcare Corp. (a)

1,827,700

94,291,043

273,546,323

Pharmaceuticals - 10.4%

American Home Products Corp.

2,649,200

154,819,248

Bristol-Myers Squibb Co.

2,785,400

145,676,420

Cambridge Antibody Technology
Group PLC (a)

1,018,375

29,864,918

Elan Corp. PLC sponsored ADR (a)

1,553,350

94,754,350

Eli Lilly & Co.

2,824,500

209,013,000

Johnson & Johnson

2,166,500

108,325,000

Merck & Co., Inc.

2,154,160

137,672,366

Pfizer, Inc.

15,758,235

631,117,312

Pharmacia Corp.

1,448,100

66,540,195

Watson Pharmaceuticals, Inc. (a)

302,900

18,670,756

1,596,453,565

TOTAL HEALTH CARE

2,673,321,146

INDUSTRIALS - 8.1%

Aerospace & Defense - 0.0%

Goodrich Corp.

124,290

4,720,534

Airlines - 1.1%

AMR Corp. (a)

1,272,780

45,985,541

Continental Airlines, Inc. Class B (a)

834,300

41,089,275

Delta Air Lines, Inc.

989,200

43,603,936

Northwest Airlines Corp. (a)

1,447,500

34,233,375

164,912,127

Commercial Services & Supplies - 0.6%

Automatic Data Processing, Inc.

812,000

40,356,400

Concord EFS, Inc. (a)

632,400

35,123,496

DST Systems, Inc. (a)

264,900

13,960,230

89,440,126

Construction & Engineering - 0.5%

Fluor Corp.

1,536,310

69,364,397

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.3%

Mitsubishi Electric Corp.

9,393,000

$ 46,543,248

Molex, Inc. Class A (non-vtg.)

26,600

783,370

47,326,618

Industrial Conglomerates - 4.3%

General Electric Co.

11,994,200

584,717,250

Minnesota Mining & Manufacturing Co.

623,880

71,184,708

655,901,958

Machinery - 0.1%

Illinois Tool Works, Inc.

313,900

19,869,870

Road & Rail - 1.2%

Burlington Northern Santa Fe Corp.

1,812,800

54,692,176

Canadian National Railway Co.

1,527,210

61,955,904

Union Pacific Corp.

1,292,150

70,951,957

187,600,037

TOTAL INDUSTRIALS

1,239,135,667

INFORMATION TECHNOLOGY - 31.0%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

14,866,620

287,966,429

Comverse Technology, Inc. (a)

868,200

50,017,002

McDATA Corp.:

Class A (a)

1,219,500

24,329,025

Class B

317,400

7,204,980

Nortel Networks Corp.

1,716,500

15,602,985

QUALCOMM, Inc. (a)

1,979,300

112,721,135

Tellium, Inc.

22,500

382,950

498,224,506

Computers & Peripherals - 6.8%

Apple Computer, Inc. (a)

1,538,800

37,223,572

Compaq Computer Corp.

5,173,700

80,140,613

Dell Computer Corp. (a)

9,521,700

258,038,070

EMC Corp. (a)

3,004,740

87,287,697

Gateway, Inc. (a)

1,499,100

24,660,195

Hewlett-Packard Co.

2,696,400

77,117,040

International Business Machines Corp.

2,343,100

264,770,300

Lexmark International, Inc. Class A (a)

1,228,700

82,630,075

StorageNetworks, Inc.

1,365,700

23,134,958

Sun Microsystems, Inc. (a)

6,752,300

109,387,260

1,044,389,780

Electronic Equipment & Instruments - 1.1%

Agilent Technologies, Inc. (a)

1,067,760

34,702,200

Avnet, Inc.

1,353,800

30,352,196

Sanmina Corp. (a)

1,487,700

35,853,570

SCI Systems, Inc. (a)

2,727,200

69,543,600

170,451,566

Shares

Value (Note 1)

Internet Software & Services - 0.4%

Jupiter Media Metrix, Inc. (a)

769,800

$ 985,344

Openwave Systems, Inc.

689,200

22,385,216

VeriSign, Inc. (a)

621,807

36,176,731

59,547,291

Semiconductor Equipment & Products - 10.2%

Altera Corp. (a)

1,899,050

56,325,823

Analog Devices, Inc. (a)

911,600

39,426,700

Applied Materials, Inc. (a)

2,204,500

113,377,435

ASML Holding NV (NY Shares) (a)

527,600

11,897,380

Cabot Microelectronics Corp. (a)

312,000

19,503,120

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

1,531,700

38,736,693

Integrated Circuit Systems, Inc. (a)

863,200

16,487,120

Integrated Device Technology, Inc. (a)

528,900

15,909,312

Intel Corp.

21,640,100

659,806,649

KLA-Tencor Corp. (a)

1,166,000

68,444,200

LAM Research Corp. (a)

1,716,600

51,583,830

Lattice Semiconductor Corp. (a)

570,500

14,097,055

Micron Technology, Inc. (a)

2,509,300

103,132,230

National Semiconductor Corp. (a)

527,700

15,366,624

QLogic Corp. (a)

117,137

7,544,794

Semtech Corp. (a)

278,500

8,895,290

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

3,662,120

55,627,603

Teradyne, Inc. (a)

1,770,300

58,596,930

Texas Instruments, Inc.

5,052,200

159,144,300

Xilinx, Inc. (a)

1,130,000

47,516,500

1,561,419,588

Software - 9.2%

Adobe Systems, Inc.

1,548,400

72,697,380

BEA Systems, Inc. (a)

263,500

8,753,470

Compuware Corp. (a)

1,265,000

17,279,900

Electronic Arts, Inc. (a)

1,393,800

80,129,562

Inktomi Corp. (a)

1,435,800

13,123,212

Intuit, Inc. (a)

13,300

516,040

Microsoft Corp. (a)

13,315,923

958,879,614

Oracle Corp. (a)

3,365,870

66,173,004

PeopleSoft, Inc. (a)

2,183,800

105,477,540

VERITAS Software Corp. (a)

1,144,598

77,741,096

1,400,770,818

TOTAL INFORMATION TECHNOLOGY

4,734,803,549

MATERIALS - 0.3%

Chemicals - 0.3%

Dow Chemical Co.

592,700

19,707,275

Lyondell Chemical Co.

2,101,500

32,321,070

52,028,345

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 1.6%

AT&T Corp.

3,689,400

$ 81,166,800

BellSouth Corp.

1,253,400

50,474,418

SBC Communications, Inc.

2,810,023

112,569,521

TeraBeam Networks (d)

60,800

60,800

244,271,539

Wireless Telecommunication Services - 1.1%

Nextel Communications, Inc. Class A (a)

3,108,570

53,840,432

Sprint Corp. - PCS Group Series 1 (a)

1,674,780

40,445,937

Vodafone Group PLC

33,837,911

75,627,506

169,913,875

TOTAL TELECOMMUNICATION SERVICES

414,185,414

UTILITIES - 0.7%

Electric Utilities - 0.4%

AES Corp. (a)

1,385,100

59,628,555

Multi-Utilities - 0.3%

Enron Corp.

869,400

42,600,600

TOTAL UTILITIES

102,229,155

TOTAL COMMON STOCKS

(Cost $13,180,210,937)

15,071,628,697

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

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

88,646

150,698

U.S. Government Agency Obligations - 0.0%

Moody's Ratings
(unaudited) (b)

Principal
Amount

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

AA-

$ 3,605,000

3,568,950

Cash Equivalents - 1.7%

Shares

Fidelity Cash Central Fund, 4.09% (c)

150,356,676

150,356,676

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

114,404,700

114,404,700

TOTAL CASH EQUIVALENTS

(Cost $264,761,376)

264,761,376

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $13,450,092,916)

15,340,109,721

NET OTHER ASSETS - (0.4)%

(68,167,020)

NET ASSETS - 100%

$ 15,271,942,701

Legend

(a) Non-income producing

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

Rite Aid Corp.

6/27/01

$ 10,875,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $9,321,978,439 and $8,719,063,613, respectively, of which long-term U.S. government and government agency obligations aggregated $3,592,346 and $0, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $565,765 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $16,499,498 or 0.1% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $12,935,500. The weighted average interest rate was 4.94%. At period end there were no interfund loans outstanding.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $13,586,203,933. Net unrealized appreciation aggregated $1,753,905,788, of which $2,853,694,129 related to appreciated investment securities and $1,099,788,341 related to depreciated investment securities.

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

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities loaned of $107,022,945)
(cost $13,450,092,916) -
See accompanying schedule

$ 15,340,109,721

Receivable for investments sold

153,738,092

Receivable for fund shares sold

6,830,618

Dividends receivable

12,322,608

Interest receivable

619,920

Other receivables

278,359

Total assets

15,513,899,318

Liabilities

Payable to custodian bank

$ 10,280

Payable for investments purchased

110,545,539

Payable for fund shares redeemed

9,351,904

Accrued management fee

7,426,895

Distribution fees payable

172,162

Other payables and
accrued expenses

45,137

Collateral on securities loaned,
at value

114,404,700

Total liabilities

241,956,617

Net Assets

$ 15,271,942,701

Net Assets consist of:

Paid in capital

$ 14,313,888,157

Undistributed net
investment income

17,677,687

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

(949,610,316)

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

1,889,987,173

Net Assets

$ 15,271,942,701

Initial Class:
Net Asset Value, offering price
and redemption price per share
($13,371,788,843 ÷
362,531,300 shares)

$36.88

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,786,692,791 ÷
48,605,584 shares)

$36.76

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($113,461,067 ÷

3,097,125 shares)

$36.63

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 54,605,054

Interest

13,062,680

Security lending

693,431

Total income

68,361,165

Expenses

Management fee

$ 45,636,564

Transfer agent fees

5,134,794

Distribution fees

989,544

Accounting and security lending fees

565,123

Custodian fees and expenses

243,373

Registration fees

52,869

Audit

46,986

Legal

41,620

Interest

3,553

Reports to shareholders

1,311,082

Miscellaneous

5,495

Total expenses before reductions

54,031,003

Expense reductions

(3,114,210)

50,916,793

Net investment income

17,444,372

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(785,064,504)

Foreign currency transactions

(325,425)

(785,389,929)

Change in net unrealized
appreciation (depreciation) on:
Investment securities

Change in net unrealized
appreciation (depreciation) on:
Investment securities

(927,614,409)

Assets and liabilities in
foreign currencies

(47,213)

(927,661,622)

Net gain (loss)

(1,713,051,551)

Net increase (decrease) in net assets resulting from operations

$ (1,695,607,179)

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

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,444,372

$ 11,145,934

Net realized gain (loss)

(785,389,929)

1,012,598,310

Change in net unrealized appreciation (depreciation)

(927,661,622)

(3,219,390,093)

Net increase (decrease) in net assets resulting from operations

(1,695,607,179)

(2,195,645,849)

Distributions to shareholders
From net investment income

(10,651,148)

(20,008,543)

From net realized gain

(960,548,930)

(2,010,393,014)

In excess of net realized gain

(163,985,157)

-

Total distributions

(1,135,185,235)

(2,030,401,557)

Share transactions - net increase (decrease)

681,319,116

3,588,722,111

Total increase (decrease) in net assets

(2,149,473,298)

(637,325,295)

Net Assets

Beginning of period

17,421,415,999

18,058,741,294

End of period (including undistributed net investment income of $17,677,687 and $10,649,233, respectively)

$ 15,271,942,701

$ 17,421,415,999

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

18,466,905

$ 708,653,046

60,790,422

$ 3,083,045,212

Reinvested

24,560,455

1,006,978,664

38,128,847

1,912,161,690

Redeemed

(35,931,376)

(1,350,612,480)

(55,558,216)

(2,766,549,803)

Net increase (decrease)

7,095,984

$ 365,019,230

43,361,053

$ 2,228,657,099

Service Class
Sold

7,673,568

$ 293,233,615

25,312,442

$ 1,274,031,890

Reinvested

3,016,784

123,326,141

2,363,626

118,228,594

Redeemed

(4,537,204)

(168,989,344)

(1,943,579)

(95,706,253)

Net increase (decrease)

6,153,148

$ 247,570,412

25,732,489

$ 1,296,554,231

Service Class 2 A
Sold

1,774,037

$ 67,885,955

1,360,003

$ 65,671,999

Reinvested

119,736

4,880,430

225

11,273

Redeemed

(111,199)

(4,036,911)

(45,677)

(2,172,491)

Net increase (decrease)

1,782,574

$ 68,729,474

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 10,599,775

$ 19,026,484

Service Class

-

981,965

Service Class 2 A

51,373

94

Total

$ 10,651,148

$ 20,008,543

From net realized gain
Initial Class

$ 851,081,961

$ 1,893,135,205

Service Class

105,342,109

117,246,629

Service Class 2 A

4,124,860

11,180

Total

$ 960,548,930

$ 2,010,393,014

In excess of net realized gain
Initial Class

$ 145,296,928

$ -

Service Class

17,984,032

-

Service Class 2 A

704,197

-

Total

$ 163,985,157

$ -

$ 1,135,185,235

$ 2,030,401,557

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

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

Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.04 D

.03 D

.07 D

.08 D

.20 D

.22

Net realized and unrealized gain (loss)

(3.97)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(3.93)

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.03)

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

In excess of net realized gain

(.41)

-

-

-

-

-

Total distributions

(2.85)

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 36.88

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(9.66)%

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,371,789

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.68% A

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after all
expense reductions

.64% A, F

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.24% A

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

114% A

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

.03

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(3.96)

(5.25)

15.07

12.83

.14

Total from investment operations

(3.93)

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

-

(.05)

(.08)

(.19)

-

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

-

In excess of net realized gain

(.41)

-

-

-

-

Total distributions

(2.82)

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 36.76

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(9.69)%

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,786,693

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.78% A

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after all expense reductions

.74% A, F

.74% F

.75% F

.75% F

.77% A, F

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

.13% A

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

114% A

103%

84%

123%

113%

A Annualized

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 43.43

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.00)

(.09)

Net realized and unrealized gain (loss)

(3.95)

(3.86)

Total from investment operations

(3.95)

(3.95)

Less Distributions

From net investment income

(.03)

(.05)

From net realized gain

(2.41)

(5.97)

In excess of net realized gain

(.41)

-

Total distributions

(2.85)

(6.02)

Net asset value, end of period

$ 36.63

$ 43.43

Total Return B, C

(9.76)%

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 113,461

$ 57,095

Ratio of expenses to average net assets

.93% A

.91% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.90% A, F

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

(.02)% A

(.19)% A

Portfolio turnover rate

114% A

103%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity® VIP: Growth & Income - Initial Class

-6.84%

11.91%

S&P 500®

-14.83%

12.95%

Variable Annuity Growth & Income
Funds Average

0.72%

n/a*

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

You can compare the fund's returns to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity growth & income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 247 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $16,596 - a 65.96% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $17,298 - a 72.98% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

5.2

Freddie Mac

4.8

Microsoft Corp.

4.5

Philip Morris Companies, Inc.

4.3

General Electric Co.

4.0

22.8

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.4

Consumer Discretionary

18.0

Consumer Staples

11.0

Industrials

8.9

Information Technology

8.8

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks and
Equity Futures

85.5%

Bonds

1.7%

Short-Term
Investments and
Net Other Assets

12.8%



* Foreign investments 1.1%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

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

Q. How did the fund perform, Louis?

A. For the six months ending June 30, 2001, the fund edged the -6.70% return of the Standard & Poor's 500 Index, while trailing the -2.59% return of the Lipper Inc. variable annuity growth & income funds average. For the 12 months that ended June 30, 2001, the fund's returns again fell in between its benchmarks, beating the -14.83% return of the S&P 500®, but lagging the 0.72% mark posted by the Lipper average.

Q. Why did the fund outperform the index but trail the Lipper average during the six-month period?

A. Relative to the S&P 500, the fund benefited from a lighter emphasis on technology and telecommunications stocks. In addition, I overweighted defensive sectors such as financial services and consumer staples for their reliable earnings growth, which worked out well. Financial stocks were particularly helped by rapidly falling interest rates, as the Federal Reserve Board lowered short-term rates six times during the period. Conversely, I underweighted health care, especially drug stocks. This was a timely move, as large-cap drug stocks pulled back sharply near the end of the period. There are lots of popular drugs with expiring patents, and in many cases there appears to be nothing in the product pipeline to replace them. On the negative side, I trimmed the fund's positions in its two largest financial holdings early in the period and invested most of the proceeds in investment brokerage stocks, which turned out to be premature. I reasoned that brokers would benefit if rates dropped further. Moreover, if companies tried to cut costs through mergers and acquisitions, that would likely benefit brokerage stocks, too. By the end of the period, however, these expected benefits had not materialized to any significant degree, which hurt performance relative to the Lipper average. Additionally, the typical fund in the Lipper average is tilted more heavily in favor of value stocks, to which investors turned as growth stocks fell and the economy slowed.

Q. You carried a relatively high level of cash throughout the first half of 2001. Why was that?

A. It was hard to find good buying opportunities. For example, many investors had been relying on the energy sector as a relatively safe haven while growth stocks were declining, but after two years of high energy prices we were beginning to see more production coming on line. I thought we might be entering a period of softer energy prices, and we saw some indication that the tightness in supply could be easing toward the end of the period. These conditions made energy stocks less attractive investments.

Q. What stocks did well for the fund?

A. Fannie Mae and Freddie Mac, mentioned favorably in the shareholder report six months ago, repeated as strong performers. Falling interest rates helped to boost Fannie's and Freddie's already healthy profit margins. Another stock that aided performance was Philip Morris. The stock's improving fortunes were traceable to lessening investor concern over smoking-related lawsuits and renewed respect for the value of the company's core cigarette business as a result of plans to spin off its Kraft food division.

Q. What stocks detracted from performance?

A. The list of detractors was populated with tech and telecommunications stocks, including Cisco Systems, Sun Microsystems, Nextel Communications, Pegasus Communications and Vodafone Group. With the exception of Cisco, these were stocks I underweighted compared to the index. Nevertheless, they posted negative returns that hurt the fund's absolute performance. The fund no longer owned Vodafone Group at the end of the period.

Q. What's your outlook, Louis?

A. My main concern is with corporate earnings, which continue to come in below drastically scaled-back estimates in many cases. Related concerns are the levels of consumer spending and capital spending, both of which need to improve in order for the economy to return to a reasonably healthy rate of growth. Lower interest rates should certainly help to stimulate consumer spending - and, to a much lesser extent, capital spending - but time is of the essence. The longer it takes for the economy to recover, the greater the danger of things getting worse before they improve.

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


Fund Facts

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

Start date: December 31, 1996

Size: as of June 30, 2001, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.3%

Automobiles - 0.4%

Ford Motor Co.

208,900

$ 5,128,495

Hotels, Restaurants & Leisure - 0.6%

Brinker International, Inc. (a)

179,500

4,640,075

McDonald's Corp.

119,100

3,222,846

7,862,921

Media - 11.4%

Comcast Corp. Class A (special) (a)

136,900

5,948,305

EchoStar Communications Corp.
Class A (a)

952,000

29,864,240

Gannett Co., Inc.

137,700

9,074,430

Gemstar-TV Guide International, Inc. (a)

102,100

4,289,221

General Motors Corp. Class H

667,600

13,518,900

Knight-Ridder, Inc.

140,800

8,349,440

McGraw-Hill Companies, Inc.

212,700

14,070,105

Omnicom Group, Inc.

309,400

26,608,400

Pegasus Communications Corp. (a)

809,900

13,954,577

The New York Times Co. Class A

190,300

7,992,600

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

132,292

6,846,132

140,516,350

Multiline Retail - 2.8%

Kohls Corp. (a)

112,200

7,038,306

Wal-Mart Stores, Inc.

562,500

27,450,000

34,488,306

Specialty Retail - 1.1%

Home Depot, Inc.

274,900

12,796,595

TOTAL CONSUMER DISCRETIONARY

200,792,667

CONSUMER STAPLES - 11.0%

Beverages - 1.0%

The Coca-Cola Co.

288,500

12,982,500

Food & Drug Retailing - 1.4%

Kroger Co. (a)

181,800

4,545,000

Walgreen Co.

359,700

12,283,755

16,828,755

Food Products - 0.6%

Unilever NV (NY Shares)

117,600

7,005,432

Household Products - 1.8%

Colgate-Palmolive Co.

193,400

11,408,666

Kimberly-Clark Corp.

186,400

10,419,760

21,828,426

Personal Products - 1.9%

Gillette Co.

814,500

23,612,355

Tobacco - 4.3%

Philip Morris Companies, Inc.

1,050,760

53,326,070

TOTAL CONSUMER STAPLES

135,583,538

Shares

Value (Note 1)

ENERGY - 5.2%

Oil & Gas - 5.2%

Exxon Mobil Corp.

738,328

$ 64,492,951

FINANCIALS - 20.4%

Banks - 2.5%

Bank One Corp.

314,100

11,244,780

PNC Financial Services Group, Inc.

138,500

9,111,915

Wells Fargo & Co.

224,300

10,414,249

30,770,944

Diversified Financials - 14.4%

Capital One Financial Corp.

179,500

10,770,000

Fannie Mae

508,900

43,332,835

Freddie Mac

838,032

58,662,240

Merrill Lynch & Co., Inc.

461,000

27,314,250

Morgan Stanley Dean Witter & Co.

584,800

37,561,704

177,641,029

Insurance - 1.9%

American International Group, Inc.

271,806

23,375,273

Real Estate - 1.6%

Equity Office Properties Trust

294,000

9,299,220

Equity Residential Properties Trust (SBI)

177,400

10,031,970

19,331,190

TOTAL FINANCIALS

251,118,436

HEALTH CARE - 8.0%

Biotechnology - 2.2%

Amgen, Inc. (a)

430,900

26,737,345

Pharmaceuticals - 5.8%

Abbott Laboratories

135,400

6,500,554

Allergan, Inc.

101,300

8,661,150

American Home Products Corp.

48,000

2,805,120

Bristol-Myers Squibb Co.

192,200

10,052,060

Eli Lilly & Co.

119,100

8,813,400

Merck & Co., Inc.

78,600

5,023,326

Pfizer, Inc.

549,200

21,995,460

Schering-Plough Corp.

47,200

1,710,528

Teva Pharmaceutical Industries Ltd. sponsored ADR

89,700

5,579,340

71,140,938

TOTAL HEALTH CARE

97,878,283

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.7%

Boeing Co.

102,900

5,721,240

United Technologies Corp.

48,000

3,516,480

9,237,720

Airlines - 0.3%

Mesaba Holdings, Inc. (a)

378,900

3,364,632

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Building Products - 0.4%

Masco Corp.

201,900

$ 5,039,424

Commercial Services & Supplies - 1.4%

Avery Dennison Corp.

224,700

11,470,935

IMS Health, Inc.

199,900

5,697,150

17,168,085

Industrial Conglomerates - 4.0%

General Electric Co.

1,022,800

49,861,500

Machinery - 0.4%

Eaton Corp.

65,000

4,556,500

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

357,400

10,782,758

Union Pacific Corp.

183,300

10,065,003

20,847,761

TOTAL INDUSTRIALS

110,075,622

INFORMATION TECHNOLOGY - 8.8%

Communications Equipment - 0.8%

Cisco Systems, Inc. (a)

492,000

9,530,040

Computers & Peripherals - 2.0%

Dell Computer Corp. (a)

436,300

11,823,730

EMC Corp. (a)

106,600

3,096,730

Sun Microsystems, Inc. (a)

613,400

9,937,080

24,857,540

Semiconductor Equipment & Products - 0.2%

LSI Logic Corp. (a)

101,300

1,904,440

Software - 5.8%

Adobe Systems, Inc.

300,900

14,127,255

Microsoft Corp. (a)

761,200

54,814,012

Oracle Corp. (a)

144,700

2,844,802

71,786,069

TOTAL INFORMATION TECHNOLOGY

108,078,089

MATERIALS - 1.0%

Chemicals - 0.6%

E.I. du Pont de Nemours and Co.

140,800

6,792,192

Containers & Packaging - 0.0%

Ball Corp.

3

143

Paper & Forest Products - 0.4%

Mead Corp.

190,300

5,164,742

TOTAL MATERIALS

11,957,077

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 2.3%

BellSouth Corp.

182,000

7,329,140

Qwest Communications International, Inc.

187,200

5,966,064

Shares

Value (Note 1)

SBC Communications, Inc.

334,830

$ 13,413,290

Sprint Corp. - FON Group

95,100

2,031,336

28,739,830

Wireless Telecommunication Services - 1.7%

Nextel Communications, Inc. Class A (a)

1,211,400

20,981,448

TOTAL TELECOMMUNICATION SERVICES

49,721,278

UTILITIES - 0.5%

Electric Utilities - 0.5%

AES Corp. (a)

154,321

6,643,519

TOTAL COMMON STOCKS

(Cost $999,489,094)

1,036,341,460

Convertible Bonds - 1.7%

Moody's Ratings (unaudited)

Principal
Amount

CONSUMER DISCRETIONARY - 1.7%

Media - 1.7%

EchoStar Communications Corp. 5.75% 5/15/08 (c)
(Cost $20,315,224)

Caa1

$ 21,240,000

20,496,600

U.S. Treasury Obligations - 0.3%

U.S. Treasury Bills, yield at date of purchase 3.99% 7/12/01 (d)
(Cost $3,595,254)

-

3,600,000

3,596,720

Cash Equivalents - 13.6%

Shares

Fidelity Cash Central Fund, 4.09% (b)
(Cost $167,940,674)

167,940,674

167,940,674

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,191,340,246)

1,228,375,454

NET OTHER ASSETS - 0.3%

4,257,646

NET ASSETS - 100%

$ 1,232,633,100

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

58 S&P 500 Stock Index Contracts

Sept. 2001

$ 17,859,650

$ (878,081)

The face value of futures purchased as a percentage of net assets - 1.4%

Legend

(a) Non-income producing

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

(c) 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 $20,496,600 or 1.7% of net assets.

(d) 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 $1,348,770.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $450,564,942 and $370,272,931, respectively.

The market value of futures contracts opened and closed during the period amounted to $82,378,849 and $122,495,430, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,192 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,195,363,183. Net unrealized appreciation aggregated $33,012,271, of which $142,274,598 related to appreciated investment securities and $109,262,327 related to depreciated investment securities.

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

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (cost $1,191,340,246) -
See accompanying schedule

$ 1,228,375,454

Receivable for investments sold

2,558,428

Receivable for fund shares sold

1,420,070

Dividends receivable

1,121,748

Interest receivable

679,934

Receivable for daily variation on futures contracts

66,150

Other receivables

329

Total assets

1,234,222,113

Liabilities

Payable for investments purchased

$ 694,168

Payable for fund shares redeemed

305,240

Accrued management fee

486,963

Distribution fees payable

26,083

Other payables and
accrued expenses

76,559

Total liabilities

1,589,013

Net Assets

$ 1,232,633,100

Net Assets consist of:

Paid in capital

$ 1,222,705,513

Undistributed net investment income

8,079,954

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

(34,309,494)

Net unrealized appreciation (depreciation) on investments

36,157,127

Net Assets

$ 1,232,633,100

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($949,934,785 ÷
69,566,243 shares)

$13.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($255,086,063 ÷
18,775,879 shares)

$13.59

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($27,612,252 ÷

2,038,756 shares)

$13.54

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,406,866

Interest

5,217,249

Security lending

4,668

Total income

11,628,783

Expenses

Management fee

$ 2,875,774

Transfer agent fees

395,529

Distribution fees

137,030

Accounting and security lending fees

147,214

Non-interested trustees' compensation

2,097

Custodian fees and expenses

9,538

Audit

11,403

Legal

4,459

Miscellaneous

15,497

Total expenses before reductions

3,598,541

Expense reductions

(116,708)

3,481,833

Net investment income

8,146,950

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(28,918,591)

Foreign currency transactions

12

Futures contracts

(5,106,718)

(34,025,297)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(45,812,225)

Assets and liabilities in
foreign currencies

(78)

Futures contracts

1,337,199

(44,475,104)

Net gain (loss)

(78,500,401)

Net increase (decrease) in net assets resulting from operations

$ (70,353,451)

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

Semiannual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 8,146,950

$ 15,412,988

Net realized gain (loss)

(34,025,297)

51,522,057

Change in net unrealized appreciation (depreciation)

(44,475,104)

(117,592,479)

Net increase (decrease) in net assets resulting from operations

(70,353,451)

(50,657,434)

Distributions to shareholders
From net investment income

(15,500,793)

(14,244,192)

From net realized gain

(50,237,278)

(92,962,107)

Total distributions

(65,738,071)

(107,206,299)

Share transactions - net increase (decrease)

131,312,801

40,278,821

Total increase (decrease) in net assets

(4,778,721)

(117,584,912)

Net Assets

Beginning of period

1,237,411,821

1,354,996,733

End of period (including undistributed net investment income of $8,079,954 and $15,511,227, respectively)

$ 1,232,633,100

$ 1,237,411,821

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,899,736

$ 68,366,881

8,109,723

$ 126,150,301

Reinvested

3,712,724

53,277,595

6,348,551

97,958,146

Redeemed

(5,306,806)

(72,823,917)

(20,994,145)

(328,655,829)

Net increase (decrease)

3,305,654

$ 48,820,559

(6,535,871)

$ (104,547,382)

Service Class
Sold

4,466,721

$ 61,684,493

8,415,703

$ 130,655,851

Reinvested

812,592

11,603,819

601,152

9,239,713

Redeemed

(527,055)

(7,131,450)

(538,927)

(8,390,790)

Net increase (decrease)

4,752,258

$ 66,156,862

8,477,928

$ 131,504,774

Service Class 2 A
Sold

1,148,455

$ 15,865,878

904,808

$ 14,041,948

Reinvested

60,116

856,657

550

8,442

Redeemed

(28,597)

(387,155)

(46,576)

(728,961)

Net increase (decrease)

1,179,974

$ 16,335,380

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 12,653,429

$ 13,015,416

Service Class

2,643,908

1,227,654

Service Class 2 A

203,456

1,122

Total

$ 15,500,793

$ 14,244,192

From net realized gain

Initial Class

$ 40,624,166

$ 84,942,728

Service Class

8,959,911

8,012,059

Service Class 2 A

653,201

7,320

Total

$ 50,237,278

$ 92,962,107

$ 65,738,071

$ 107,206,299

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

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

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996 F

Net asset value, beginning of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.10 D

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.90)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.80)

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.19)

(.10)

-

(.08)

-

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(.80)

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 13.66

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(5.49)%

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 949,935

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets before
expense reductions

.58% A

.58%

.60%

.61%

.70%

196.29% A, H

Ratio of expenses to average net assets after
voluntary waivers

.58% A

.58%

.60%

.61%

.70%

1.00% A

Ratio of expenses to average net assets after all
expense reductions

.56% A, G

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.39% A

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.09

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.90)

(.80)

1.27

3.50

.49

Total from investment operations

(.81)

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.18)

(.19)

(.10)

-

(.08)

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

Total distributions

(.79)

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 13.59

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(5.58)%

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 255,086

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after all expense reductions

.66% A, G

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.29% A

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

A Annualized

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

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

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

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

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

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 15.17

$ 16.94

Income from Investment Operations

Net investment income D

.08

.15

Net realized and unrealized gain (loss)

(.91)

(.49)

Total from investment operations

(.83)

(.34)

Less Distributions

From net investment income

(.19)

(.19)

From net realized gain

(.61)

(1.24)

Total distributions

(.80)

(1.43)

Net asset value, end of period

$ 13.54

$ 15.17

Total Return B, C

(5.73)%

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,612

$ 13,025

Ratio of expenses to average net assets

.83% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.84% A, F

Ratio of net investment income to average net assets

1.13% A

1.00% A

Portfolio turnover rate

73% A

72%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity ® VIP: Growth Opportunities - Initial Class

-21.47%

7.38%

11.29%

S&P 500 ®

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a*

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

You can compare the fund's return to the performance of the Standard & Poor's 500 SM Index - a market capitalization-weighted index of common stocks. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Growth Opportunities Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $20,025 - a 100.25% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

5.7

Microsoft Corp.

4.0

Citigroup, Inc.

3.9

Fannie Mae

2.8

Pfizer, Inc.

2.7

19.1

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.7

Information Technology

16.9

Consumer Discretionary

13.6

Industrials

12.4

Health Care

11.7

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

93.6%

Bonds

0.1%

Short-Term Investments and Net Other Assets

6.3%



* Foreign investments 1.8%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform, Bettina?

A. For the six-month period that ended June 30, 2001, the fund trailed the -6.70% return of the Standard & Poor's 500 Index, but outperformed the variable annuity growth funds average tracked by Lipper Inc., which fell 10.51%. For the 12 months ending June 30, 2001, the fund underperformed the S&P 500's return of -14.83% and marginally lagged the Lipper average return of -20.67%.

Q. What factors influenced the fund's return during the past six months?

A. Triggered by the six recent interest-rate cuts by the Federal Reserve Board, the market rotated to small- and mid-cap, economically sensitive stocks as investors looked beyond the current downturn toward what they wanted to own going forward. This rotation hurt the fund's performance. My focus was more defensive, with an emphasis on larger-cap, historically consistent growers. While I had some exposure to credit-sensitive and market-sensitive financials and industrials, it wasn't enough to fully benefit from the rotation.

Q. Why did the fund underperform the S&P 500?

A. Stock selection in pharmaceuticals and biotechnology was the biggest relative detractor to performance. Overweighting large-cap drug makers Schering-Plough, Eli Lilly and Bristol-Myers Squibb, and out-of-benchmark positions in biotech firms Immunex and Sepracor, were especially disappointing. These stocks suffered as concerns rose about international patent rights, and several of them encountered unexpected delays in new product releases and/or faced impending launches of competitive generic equivalents, which dimmed their prospects for growth.

Q. What strategies worked well?

A. Reflecting ongoing concerns about valuations and corporate capital spending in the technology sector, I had less exposure to the sector than did the benchmark, which was a plus on a relative basis, but a negative in absolute terms. I also had more exposure to the handful of tech stocks that performed well, including Microsoft and PeopleSoft, the top two contributors to the fund's return. In the end, my tech strategy was a big contributor to relative performance. In fact, this positioning helped the fund outpace both the index and the growth funds average in the final three months of the period.

Q. What else helped the fund outperform its growth fund peers?

A. Having greater exposure to the media industry was probably the fund's best contributor relative to the Lipper average - particularly some of the advertising-sensitive businesses that I owned as plays on an economic recovery. Fox Entertainment, AOL Time Warner and Viacom each had a strong six months, as did Univision Communications, a Spanish-language broadcasting company that targets a fast-growing market in the U.S.

Q. What were some of the other winners and losers during the past six months?

A. Praxair, a well-positioned industrial gas company that's very diversified globally, was a beneficiary of the rotation to economically cyclical names. Halliburton, the No. 1 provider of oil field services, was another strong contributor, boosted by the higher prices and increased exploration activity for oil and gas. Blue-chip technology companies highlighted the list of disappointments, including Cisco, Sun, EMC and Nortel, the last of which the fund no longer owned at the end of the period. A well-known old economy name, Coca-Cola, also had a difficult six months, caught in the rotation away from consistent growers. However, I think the company's new management is on the right track in its efforts to grow the business.

Q. What's your outlook, Bettina?

A. With the Fed's recent rate cuts, I'm hopeful that economic activity will stabilize and improve as we exit this calendar year. Still, I'm concerned that consumer spending could come under pressure as people feel the impact of recent layoff announcements. Against this backdrop, I feel the fund is well diversified with a mix of companies positioned to deliver their earnings and that appear reasonably valued. Given the recent rallies in technology and economically sensitive stocks - those that tend to quickly rise and fall in line with the economy - valuations in these sectors are no longer that compelling. As such, I expect that a lot more value is going to come from individual stock selection than from asset rotation or industry selection. I view this as a positive for how I manage the fund.

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


Fund Facts

Goal: to provide capital growth

Start date: January 3, 1995

Size: as of June 30, 2001, more than $1.1 billion

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

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Automobiles - 0.1%

Ford Motor Co.

42,600

$ 1,045,830

Hotels Restaurants & Leisure - 0.1%

MGM Mirage, Inc. (a)

42,700

1,279,292

Household Durables - 0.3%

Black & Decker Corp.

83,670

3,301,618

Media - 9.1%

AOL Time Warner, Inc. (a)

446,600

23,669,800

Charter Communications, Inc. Class A (a)

155,300

3,626,255

Clear Channel Communications, Inc. (a)

154,900

9,712,230

Fox Entertainment Group, Inc. Class A (a)

367,100

10,242,090

General Motors Corp. Class H

51,100

1,034,775

McGraw-Hill Companies, Inc.

79,700

5,272,155

Omnicom Group, Inc.

159,800

13,742,800

Univision Communications, Inc.
Class A (a)

272,200

11,644,716

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

365,620

18,920,835

Walt Disney Co.

141,000

4,073,490

101,939,146

Multiline Retail - 1.9%

Costco Wholesale Corp. (a)

45,700

1,916,201

Federated Department Stores, Inc. (a)

108,300

4,602,750

JCPenney Co., Inc.

178,900

4,715,804

Target Corp.

32,100

1,110,660

Wal-Mart Stores, Inc.

190,200

9,281,760

21,627,175

Specialty Retail - 2.1%

Abercrombie & Fitch Co. Class A (a)

41,900

1,864,550

Gap, Inc.

84,500

2,450,500

Home Depot, Inc.

185,000

8,611,750

Lowe's Companies, Inc.

118,000

8,560,900

Staples, Inc. (a)

133,700

2,008,174

23,495,874

TOTAL CONSUMER DISCRETIONARY

152,688,935

CONSUMER STAPLES - 6.6%

Beverages - 1.5%

PepsiCo, Inc.

21,000

928,200

The Coca-Cola Co.

369,100

16,609,500

17,537,700

Food & Drug Retailing - 0.2%

CVS Corp.

18,200

702,520

Rite Aid Corp. (a)

45,600

410,400

Rite Aid Corp. (a)(d)

108,000

874,800

1,987,720

Food Products - 0.1%

Kraft Foods, Inc. Class A

37,200

1,153,200

Household Products - 1.4%

Colgate-Palmolive Co.

58,400

3,445,016

Shares

Value (Note 1)

Kimberly-Clark Corp.

107,600

$ 6,014,840

Procter & Gamble Co.

95,220

6,075,036

15,534,892

Personal Products - 1.9%

Avon Products, Inc.

51,100

2,364,908

Gillette Co.

646,670

18,746,963

21,111,871

Tobacco - 1.5%

Philip Morris Companies, Inc.

328,420

16,667,315

TOTAL CONSUMER STAPLES

73,992,698

ENERGY - 5.7%

Energy Equipment & Services - 1.7%

Baker Hughes, Inc.

34,300

1,149,050

Cooper Cameron Corp. (a)

64,500

3,599,100

Halliburton Co.

264,800

9,426,880

Schlumberger Ltd. (NY Shares)

72,900

3,838,185

Transocean Sedco Forex, Inc.

23,600

973,500

18,986,715

Oil & Gas - 4.0%

BP PLC sponsored ADR

165,590

8,254,662

Chevron Corp.

71,000

6,425,500

Conoco, Inc. Class B

110,700

3,199,230

Exxon Mobil Corp.

263,700

23,034,195

TotalFinaElf SA:

Series B

6,153

861,789

sponsored ADR

40,105

2,815,371

44,590,747

TOTAL ENERGY

63,577,462

FINANCIALS - 21.7%

Banks - 3.4%

Bank of America Corp.

260,400

15,631,812

Bank One Corp.

63,800

2,284,040

FleetBoston Financial Corp.

290,400

11,456,280

Mellon Financial Corp.

14,600

671,600

PNC Financial Services Group, Inc.

50,300

3,309,237

Wells Fargo & Co.

115,900

5,381,237

38,734,206

Diversified Financials - 14.7%

American Express Co.

59,900

2,324,120

Citigroup, Inc.

835,500

44,147,820

Fannie Mae

364,800

31,062,720

Freddie Mac

392,500

27,475,000

J.P. Morgan Chase & Co.

461,400

20,578,440

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

175,700

11,285,211

Stilwell Financial, Inc.

21,400

718,184

USA Education, Inc.

76,900

5,613,700

164,511,495

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

Allstate Corp.

153,000

$ 6,730,470

American International Group, Inc.

353,062

30,363,332

Hartford Financial Services Group, Inc.

45,600

3,119,040

40,212,842

TOTAL FINANCIALS

243,458,543

HEALTH CARE - 11.7%

Biotechnology - 0.9%

Amgen, Inc. (a)

98,700

6,124,335

Immunex Corp. (a)

85,790

1,462,720

Sepracor, Inc. (a)

63,200

2,510,304

10,097,359

Health Care Equipment & Supplies - 0.7%

Guidant Corp. (a)

209,100

7,527,600

Health Care Providers & Services - 1.1%

AmeriSource Health Corp. Class A (a)

16,497

912,284

Cardinal Health, Inc.

128,705

8,880,645

McKesson HBOC, Inc.

70,300

2,609,536

12,402,465

Pharmaceuticals - 9.0%

American Home Products Corp.

270,100

15,784,644

Bristol-Myers Squibb Co.

410,300

21,458,690

Eli Lilly & Co.

149,200

11,040,800

Forest Laboratories, Inc. (a)

59,800

4,245,800

Merck & Co., Inc.

68,200

4,358,662

Pfizer, Inc.

768,593

30,782,150

Pharmacia Corp.

68,300

3,138,385

Schering-Plough Corp.

290,200

10,516,848

101,325,979

TOTAL HEALTH CARE

131,353,403

INDUSTRIALS - 12.4%

Air Freight & Couriers - 0.3%

United Parcel Service, Inc. Class B

52,300

3,022,940

Airlines - 0.4%

AMR Corp. (a)

105,400

3,808,102

Southwest Airlines Co.

47,250

873,653

4,681,755

Building Products - 0.2%

Masco Corp.

109,200

2,725,632

Commercial Services & Supplies - 0.4%

Automatic Data Processing, Inc.

25,100

1,247,470

Avery Dennison Corp.

31,000

1,582,550

Dun & Bradstreet Corp. (a)

21,450

604,890

Robert Half International, Inc. (a)

23,300

579,937

4,014,847

Shares

Value (Note 1)

Industrial Conglomerates - 8.7%

General Electric Co.

1,319,650

$ 64,332,937

Minnesota Mining & Manufacturing Co.

47,800

5,453,980

Textron, Inc.

138,900

7,645,056

Tyco International Ltd.

369,200

20,121,400

97,553,373

Machinery - 1.5%

Danaher Corp.

112,600

6,305,600

Deere & Co.

55,000

2,081,750

Eaton Corp.

49,500

3,469,950

Illinois Tool Works, Inc.

21,900

1,386,270

Ingersoll-Rand Co.

77,400

3,188,880

16,432,450

Road & Rail - 0.9%

Burlington Northern Santa Fe Corp.

6,200

187,054

CSX Corp.

134,190

4,863,046

Union Pacific Corp.

96,740

5,311,993

10,362,093

TOTAL INDUSTRIALS

138,793,090

INFORMATION TECHNOLOGY - 16.8%

Communications Equipment - 1.3%

Brocade Communications System, Inc. (a)

11,600

503,092

CIENA Corp. (a)

31,700

1,206,819

Cisco Systems, Inc. (a)

379,060

7,342,392

Nokia AB sponsored ADR

141,710

3,123,288

QUALCOMM, Inc. (a)

51,200

2,915,840

15,091,431

Computers & Peripherals - 2.6%

Compaq Computer Corp.

56,400

873,636

Dell Computer Corp. (a)

304,200

8,243,820

EMC Corp. (a)

214,556

6,232,852

Gateway, Inc. (a)

56,300

926,135

Hewlett-Packard Co.

31,100

889,460

International Business Machines Corp.

35,700

4,034,100

Sun Microsystems, Inc. (a)

462,700

7,495,740

28,695,743

Internet Software & Services - 0.2%

Check Point Software
Technologies Ltd. (a)

25,600

1,297,152

VeriSign, Inc. (a)

10,200

593,436

1,890,588

IT Consulting & Services - 0.4%

Electronic Data Systems Corp.

71,600

4,475,000

Semiconductor Equipment & Products - 5.9%

Analog Devices, Inc. (a)

100,400

4,342,300

Applied Materials, Inc. (a)

46,100

2,370,923

Atmel Corp. (a)

55,400

717,430

Intel Corp.

693,010

21,129,875

KLA-Tencor Corp. (a)

86,400

5,071,680

LAM Research Corp. (a)

121,400

3,648,070

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Micron Technology, Inc. (a)

188,800

$ 7,759,680

National Semiconductor Corp. (a)

209,200

6,091,904

Teradyne, Inc. (a)

108,400

3,588,040

Texas Instruments, Inc.

174,400

5,493,600

Xilinx, Inc. (a)

130,400

5,483,320

65,696,822

Software - 6.4%

Adobe Systems, Inc.

53,900

2,530,605

BEA Systems, Inc. (a)

32,100

1,066,362

BMC Software, Inc. (a)

21,900

493,626

Computer Associates International, Inc.

172,500

6,210,000

i2 Technologies, Inc. (a)

42,300

828,657

Microsoft Corp. (a)

614,400

44,242,944

Oracle Corp. (a)

138,900

2,730,774

PeopleSoft, Inc. (a)

255,400

12,335,820

VERITAS Software Corp. (a)

23,200

1,575,744

72,014,532

TOTAL INFORMATION TECHNOLOGY

187,864,116

MATERIALS - 2.3%

Chemicals - 1.1%

Dow Chemical Co.

154,300

5,130,475

Praxair, Inc.

152,700

7,176,900

12,307,375

Metals & Mining - 0.4%

Alcoa, Inc.

94,000

3,703,600

Phelps Dodge Corp.

18,200

755,300

4,458,900

Paper & Forest Products - 0.8%

Georgia-Pacific Group

110,900

3,753,965

International Paper Co.

40,200

1,435,140

Mead Corp.

14,400

390,816

Weyerhaeuser Co.

54,800

3,012,356

8,592,277

TOTAL MATERIALS

25,358,552

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.3%

ALLTEL Corp.

34,200

2,095,092

AT&T Corp.

143,700

3,161,400

BellSouth Corp.

228,700

9,209,749

SBC Communications, Inc.

212,060

8,495,124

Verizon Communications

47,900

2,562,650

25,524,015

Shares

Value (Note 1)

Wireless Telecommunication Services - 0.5%

Nextel Communications, Inc. Class A (a)

333,900

$ 5,783,148

Vodafone Group PLC

122,991

274,884

6,058,032

TOTAL TELECOMMUNICATION SERVICES

31,582,047

TOTAL COMMON STOCKS

(Cost $960,659,068)

1,048,668,846

Corporate Bonds - 0.1%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.1%

Software - 0.1%

Cyras Systems, Inc. 4.5% 8/15/05 (c)

-

$ 380,000

431,300

Nonconvertible Bonds - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

TeleCorp PCS, Inc.
10.625% 7/15/10

B3

275,000

255,750

TOTAL CORPORATE BONDS

(Cost $663,250)

687,050

Cash Equivalents - 5.4%

Shares

Fidelity Cash Central Fund, 4.09% (b) (Cost $60,327,102)

60,327,102

60,327,102

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $1,021,649,420)

1,109,682,998

NET OTHER ASSETS - 0.9%

10,119,262

TOTAL NET ASSETS - 100%

$ 1,119,802,260

Legend

(a) Non-income producing

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

(c) 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 $431,300 or 0.1% of net assets.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 810,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $626,063,960 and $634,768,058, respectively.

The market value of futures contracts opened and closed during the period amounted to $62,337,043 and $120,943,171, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $38,879 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $874,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,035,666,263. Net unrealized appreciation aggregated $74,016,735, of which $156,384,902 related to appreciated investment securities and $82,368,167 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

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

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,021,649,420) -
See accompanying schedule

$ 1,109,682,998

Receivable for investments sold

17,629,941

Receivable for fund shares sold

506,898

Dividends receivable

687,815

Interest receivable

267,566

Other receivables

65

Total assets

1,128,775,283

Liabilities

Payable for investments purchased

$ 7,521,998

Payable for fund shares redeemed

807,427

Accrued management fee

545,724

Distribution fees payable

34,416

Other payables and
accrued expenses

63,458

Total liabilities

8,973,023

Net Assets

$ 1,119,802,260

Net Assets consist of:

Paid in capital

$ 1,155,472,723

Undistributed net investment income

4,767,753

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

(128,464,709)

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

88,026,493

Net Assets

$ 1,119,802,260

Initial Class:
Net Asset Value, offering price
and redemption price per share
($768,377,982 ÷ 47,635,262
shares)

$16.13

Service Class:
Net Asset Value, offering price
and redemption price per share
($310,701,099 ÷
19,284,536
shares)

$16.11

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($40,723,179 ÷
2,536,577
shares)

$16.05

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 5,943,061

Interest

2,926,671

Security lending

39,792

Total income

8,909,524

Expenses

Management fee

$ 3,405,054

Transfer agent fees

386,231

Distribution fees

198,903

Accounting and security lending fees

145,019

Non-interested trustees' compensation

2,109

Custodian fees and expenses

33,486

Registration fees

369

Audit

24,691

Legal

4,514

Miscellaneous

29,240

Total expenses before reductions

4,229,616

Expense reductions

(206,105)

4,023,511

Net investment income

4,886,013

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(78,936,950)

Foreign currency transactions

(9,347)

Futures contracts

(12,018,735)

(90,965,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,256,671)

Assets and liabilities in
foreign currencies

(26,284)

Futures contracts

2,539,863

(29,743,092)

Net gain (loss)

(120,708,124)

Net increase (decrease) in net assets resulting from operations

$ (115,822,111)

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

Semiannual Report

Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,886,013

$ 4,525,883

Net realized gain (loss)

(90,965,032)

(32,475,684)

Change in net unrealized appreciation (depreciation)

(29,743,092)

(259,144,628)

Net increase (decrease) in net assets resulting from operations

(115,822,111)

(287,094,429)

Distributions to shareholders
From net investment income

(4,056,791)

(22,196,821)

From net realized gain

-

(110,899,964)

Total distributions

(4,056,791)

(133,096,785)

Share transactions - net increase (decrease)

(83,980,640)

(142,511,511)

Total increase (decrease) in net assets

(203,859,542)

(562,702,725)

Net Assets

Beginning of period

1,323,661,802

1,886,364,527

End of period (including undistributed net investment income of $4,767,753 and $3,904,996, respectively)

$ 1,119,802,260

$ 1,323,661,802

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

5,735,837

$ 93,430,486

13,001,624

$ 264,392,501

Reinvested

181,161

3,172,127

5,190,172

107,280,841

Redeemed

(11,943,676)

(194,304,041)

(31,115,720)

(637,099,314)

Net increase (decrease)

(6,026,678)

$ (97,701,428)

(12,923,924)

$ (265,425,972)

Service Class
Sold

1,860,974

$ 30,166,463

6,103,794

$ 124,023,915

Reinvested

44,864

785,129

1,249,806

25,808,497

Redeemed

(2,160,184)

(34,838,579)

(2,725,190)

(55,547,216)

Net increase (decrease)

(254,346)

$ (3,886,987)

4,628,410

$ 94,285,196

Service Class 2 A
Sold

1,217,337

$ 19,863,661

1,534,357

$ 30,073,097

Reinvested

5,704

99,535

361

7,444

Redeemed

(147,349)

(2,355,421)

(73,833)

(1,451,276)

Net increase (decrease)

1,075,692

$ 17,607,775

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 3,172,127

$ 17,993,920

Service Class

785,129

4,201,689

Service Class 2 A

99,535

1,212

Total

$ 4,056,791

$ 22,196,821

From net realized gain
Initial Class

$ -

$ 89,286,924

Service Class

-

21,606,808

Service Class 2 A

-

6,232

Total

$ -

$ 110,899,964

$ 4,056,791

$ 133,096,785

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

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

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.07 D

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(1.62)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(1.55)

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.06)

(.29)

(.23)

(.21)

(.25)

-

From net realized gain

-

(1.41)

(.43)

(.73)

(.35)

(.05)

Total distributions

(.06)

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 16.13

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(8.76)%

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 768,378

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.69% A

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after all
expense reductions

.65% A, F

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.87% A

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117% A

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.06

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(1.62)

(3.76)

.66

4.30

.73

Total from investment operations

(1.56)

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.04)

(.28)

(.22)

(.21)

-

From net realized gain

-

(1.41)

(.43)

(.73)

-

Total distributions

(.04)

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 16.11

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(8.83)%

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 310,701

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79% A

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after all expense reductions

.76% A, F

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.77% A

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117% A

117%

42%

29%

26%

A Annualized

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 17.68

$ 22.70

Income from Investment Operations

Net investment income D

.05

.01

Net realized and unrealized gain (loss)

(1.62)

(3.34)

Total from investment operations

(1.57)

(3.33)

Less Distributions

From net investment income

(.06)

(.28)

From net realized gain

-

(1.41)

Total distributions

(.06)

(1.69)

Net asset value, end of period

$ 16.05

$ 17.68

Total Return B, C

(8.91)%

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 40,723

$ 25,827

Ratio of expenses to average net assets

.95% A

.95% A

Ratio of expenses to average net assets after all expense reductions

.92% A, F

.93% A, F

Ratio of net investment income to average net assets

.61% A

.04% A

Portfolio turnover rate

117% A

117%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: High Income -
Initial Class

-24.38%

-1.42%

7.09%

ML High Yield Master II

-0.92%

4.86%

9.15%

Variable Annuity High Current
Yield Funds Average

-4.96%

3.54%

7.97%

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

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 83 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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

The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Initial Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,833 - a 98.33% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $23,999 - a 139.99% increase.

Investment Summary

Top Five Holdings as of June 30, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

3.9

EchoStar Communications Corp.

3.3

CSC Holdings, Inc.

2.6

Intermedia Communications, Inc.

2.0

Satelites Mexicanos Sa De Cv

1.7

13.5

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Telecommunications

20.3

Cable TV

11.3

Chemicals

5.8

Broadcasting

5.4

Electric Utilities

4.2

Effective with this report, industry classifications follow Merrill Lynch industry sector classifications. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

3.2

Ba

14.5

B

44.0

Caa, Ca, C

17.4

Not Rated

1.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2001 account for 1.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. Not well at all. For the six-month period that ended June 30, 2001, the fund significantly lagged its competitors, as the variable annuity high current yield funds average tracked by Lipper Inc. returned 1.10%. The fund also lagged the 3.38% return of the Merrill Lynch High Yield Master II Index, which tracks the types of securities in which the fund invests. For the 12-month period that ended June 30, 2001, the results were similar. The fund's performance trailed the -4.96% return of the variable annuity high current yield funds average and the -0.92% return of the Merrill Lynch index.

Q. What caused the fund to underperform its peers and the Merrill Lynch index during the past six months?

A. The fund has been overweighted in the telecommunications sector for a number of years, and during the past year this has proven to be a very poor decision. Capital dried up and many management teams were not equipped to deal with a rapidly changing competitive environment. These factors and others led to a number of telecommunications company bankruptcies and negatively affected the securities of virtually every issuer in this sector. I pared back the fund's telecom holdings, but it continued to be the largest sector weighting in the fund. In particular, the fund was hurt the most by its holdings in competitive local exchange carriers Winstar, which filed for bankruptcy, and XO Communications (formerly known as NEXTLINK). The fund's largest holding, leading national mobile wireless provider Nextel Communications, also performed poorly when it missed its first quarter numbers due to the economic slowdown, which is affecting its business-oriented customer base. The fund's holdings in international cable companies NTL and UnitedGlobalCom's subsidiaries United Pan Europe and United International Holdings Australia/Pacific - also detracted from performance. These companies had taken on significant debt to build out advanced video and broadband networks and will need additional capital in the next 24 months, creating skepticism in this negative market environment.

Q. Despite all the gloom that hovered over the telecom sector, other parts of the high-yield market perked up a bit during the period. What factors drove that turnaround?

A. The Federal Reserve Board's surprise interest-rate cut on January 3 got things off to a good start. That cut - plus the five that followed later in the period - fueled optimism that the Fed would go to great lengths to help the U.S. economy avert a recession. Furthermore, many types of investors came off the sidelines and poured money into high-yield investments, helping to provide a better overall tone to the market. That was in stark contrast to 2000, when investors yanked money out of high-yield bonds. High-yield mutual funds received growing amounts of net new cash from investors, while pension funds - lured by attractive yields - allocated more money to the market. That said, the increase in demand was more than met by increased supply. New issuance in the first half of 2001 was greater than all of 2000, and this does not include the increase in supply from downgrades of former investment-grade companies such as Xerox and Lucent.

Q. What holdings performed well?

A. The fund's holdings in telecommunications company Intermedia benefited as a result of its impending acquisition by WorldCom. Other positive contributors included Allied Waste, Millicom and AFC Enterprises. In addition, many of the fund's holdings in stocks issued by high-yield companies - including EchoStar, Polymer Group, Fairchild Semiconductors, LNR Property Corp., Six Flags and DaVita - were winners as well.

Q. What changes did you make during the past six months?

A. For starters, I upgraded the fund's overall credit quality by roughly doubling the fund's stake in BB-rated bonds. In terms of specific investments, I emphasized electric power producers AES and CMS, which I felt could benefit from rising electricity rates and the growing need for additional generation capacity. To take advantage of a potential economic rebound, I added more cyclical, higher-quality companies that were trading at depressed prices, such as Phelps Dodge and Navistar.

Q. What's ahead for the high-yield market, and what are your plans for the portfolio?

A. I'm fairly optimistic about the prospects for the high-yield market. The economy appears to be at or near a bottom and spreads are still relatively wide by historical standards. We have been through a very rough period but there still are many healthy high-yield companies with manageable balance sheets that are doing well in this environment. As for the fund, I plan to continue to further diversify its holdings and improve the overall credit quality, while positioning the fund to benefit from an eventual rebound in the economy.

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


Fund Facts

Goal: high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2001, more than $1.5 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 74.4%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 3.5%

Broadcasting - 2.0%

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

Caa2

$ 32,665,000

$ 31,440,060

Healthcare - 1.4%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

5,000,000

5,087,500

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

5,370,000

5,088,075

7% 5/15/09

B2

11,120,000

10,536,200

20,711,775

Telecommunications - 0.1%

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

Caa3

9,000,000

1,215,000

TOTAL CONVERTIBLE BONDS

53,366,835

Nonconvertible Bonds - 70.9%

Air Transportation - 0.6%

Air Canada
10.25% 3/15/11

B1

5,000,000

4,600,000

Northwest Airlines, Inc. 8.875% 6/1/06

Ba2

5,000,000

4,875,000

9,475,000

Auto Parts Distribution - 0.4%

Accuride Corp.
9.25% 2/1/08

B2

10,230,000

6,649,500

Automotive - 1.0%

Hayes Lemmerz International, Inc. 11.875% 6/15/06 (f)

B2

2,280,000

2,240,100

Navistar International Corp. 7% 2/1/03

Ba1

5,000,000

4,850,000

9.375% 6/1/06 (f)

Ba1

7,000,000

7,105,000

Venture Holdings Trust
9.5% 7/1/05

B2

500,000

380,000

14,575,100

Broadcasting - 1.8%

CD Radio, Inc.:

0% 12/1/07 (d)

Caa1

8,500,000

2,890,000

14.5% 5/15/09

Caa1

6,000,000

3,060,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

10,000,000

9,950,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

10,000,000

9,850,000

Radio One, Inc.
8.875% 7/1/11 (f)

B3

2,115,000

2,115,000

27,865,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Cable TV - 8.5%

Adelphia
Communications Corp.:

9.875% 3/1/07

B2

$ 3,540,000

$ 3,495,750

10.5% 7/15/04

B2

2,000,000

2,020,000

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

8.625% 4/1/09

B2

3,000,000

2,827,500

10% 5/15/11 (f)

B2

7,000,000

7,070,000

11.125% 1/15/11

B2

5,000,000

5,200,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

19,341,000

10,830,960

11.75% 12/15/05

B2

9,875,000

6,616,250

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (d)

B2

210,000

214,725

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

B2

20,000,000

13,500,000

Mediacom LLC/Mediacom Capital Corp.
9.5% 1/15/13 (f)

B2

7,000,000

6,702,500

NTL Communications Corp. 11.5% 10/1/08

B3

10,000,000

6,600,000

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

B3

22,375,000

10,292,500

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

B2

5,245,000

5,297,450

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,252,950

9.75% 12/1/06

B3

1,190,000

1,059,100

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (d)

Caa1

19,665,000

11,405,700

12.375% 8/1/06

B3

1,410,000

1,290,150

Telewest PLC yankee
11% 10/1/07

B2

10,252,000

8,509,160

UIH Australia/Pacific, Inc.:

14% 5/15/06

Caa2

40,240,000

12,072,000

14% 5/15/06

Caa2

5,620,000

1,686,000

United Pan-Europe Communications NV yankee:

10.875% 8/1/09

Caa1

16,408,000

5,742,800

11.25% 2/1/10

B2

6,005,000

2,221,850

11.5% 2/1/10

B2

6,210,000

2,297,700

130,205,045

Capital Goods - 1.2%

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

7,520,000

7,745,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Capital Goods - continued

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

B3

$ 4,705,000

$ 3,905,150

Terex Corp.:

8.875% 4/1/08

B2

2,000,000

1,920,000

10.375% 4/1/11 (f)

B2

4,360,000

4,403,600

17,974,350

Chemicals - 5.3%

Acetex Corp. yankee
9.75% 10/1/03

B3

4,500,000

4,410,000

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

B2

3,160,000

3,175,800

Avecia Group PLC yankee 11% 7/1/09

B2

12,080,000

12,019,600

Geo Specialty Chemicals, Inc. 10.125% 8/1/08

B3

4,465,000

4,286,400

Huntsman Corp.:

9.5% 7/1/07 (f)

Caa1

28,195,000

17,480,900

9.5% 7/1/07 (f)

Caa1

8,585,000

5,322,700

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

7,200,000

7,128,000

IMC Global, Inc.
11.25% 6/1/11 (f)

Ba1

5,000,000

4,975,000

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

10,420,000

10,420,000

PMD Group, Inc.
11% 2/28/11 (f)

B3

2,100,000

2,131,500

Polymer Group, Inc.:

8.75% 3/1/08

B3

13,940,000

5,157,800

9% 7/1/07

B3

11,710,000

4,332,700

80,840,400

Conglomerates - 0.1%

USI American Holdings, Inc. 7.25% 12/1/06

Ba2

2,000,000

1,320,000

Consumer Products - 1.2%

AKI Holding Corp.
0% 7/1/09 (d)

Caa1

9,120,000

4,651,200

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

8,000,000

7,740,000

Hasbro, Inc.
7.95% 3/15/03

Ba3

7,000,000

6,755,000

19,146,200

Department Stores - 0.6%

Kmart Corp.
8.375% 12/1/04

Baa3

5,000,000

4,900,000

Saks, Inc. 7.25% 12/1/04

Ba1

5,000,000

4,750,000

9,650,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Diversified Financial Services - 1.1%

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

Ba3

$ 4,620,000

$ 4,712,400

Delta Financial Corp.
9.5% 8/1/04

Caa2

1,350,000

553,500

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

10,000,000

10,200,000

Millennium America, Inc. 9.25% 6/15/08 (f)

Ba1

1,750,000

1,763,125

17,229,025

Diversified Media - 0.7%

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,000,000

7,080,000

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

3,580,000

3,580,000

10,660,000

Drug Stores - 1.3%

Rite Aid Corp.:

7.125% 1/15/07

Caa2

4,990,000

4,141,700

7.625% 4/15/05

Caa2

15,060,000

13,102,200

11.25% 7/1/08 (f)

Caa2

2,970,000

2,992,275

20,236,175

Electric Utilities - 4.2%

AES Corp.
9.375% 9/15/10

Ba1

14,770,000

14,770,000

CMS Energy Corp.:

8.5% 4/15/11

Ba3

7,000,000

6,877,500

9.875% 10/15/07

Ba3

10,000,000

10,400,000

Edison Mission Energy 9.875% 4/15/11

Baa3

2,000,000

1,860,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

3,625,000

3,262,500

6.25% 3/1/04

B3

2,875,000

2,501,250

7.875% 3/1/02

B3

8,670,000

7,889,700

8.375% 5/1/25

B3

1,390,000

1,237,100

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

Baa2

15,000,000

15,000,000

63,798,050

Energy - 3.3%

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

B1

4,420,000

4,508,400

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

5,336,000

5,229,280

8.125% 4/1/11 (f)

B2

7,970,000

7,451,950

Cross Timbers Oil Co. 9.25% 4/1/07

B1

5,225,000

5,381,750

DI Industries, Inc.
8.875% 7/1/07

B1

7,000,000

6,930,000

Nuevo Energy Co.
9.375% 10/1/10

B1

5,000,000

4,950,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Energy - continued

Plains Resources, Inc.:

10.25% 3/15/06

B2

$ 5,860,000

$ 6,035,800

10.25% 3/15/06

B2

4,585,000

4,722,550

10.25% 3/15/06

B2

3,020,000

3,133,250

SESI LLC
8.875% 5/15/11 (f)

B1

2,710,000

2,682,900

51,025,880

Entertainment/Film - 0.9%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,915,000

4,423,500

9.5% 2/1/11

Caa3

5,115,000

4,552,350

Cinemark USA, Inc.:

8.5% 8/1/08

Caa2

5,000,000

4,075,000

9.625% 8/1/08

Caa2

1,730,000

1,487,800

14,538,650

Food/Beverage/Tobacco - 0.1%

Del Monte Corp.
9.25% 5/15/11 (f)

B3

1,955,000

1,974,550

Gaming - 2.5%

Hollywood Casino Corp. 11.25% 5/1/07

B3

8,120,000

8,465,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

7,000,000

7,035,000

MGM Mirage, Inc.:

8.375% 2/1/11

Ba2

7,000,000

7,070,000

9.75% 6/1/07

Ba2

5,000,000

5,337,500

Park Place Entertainment Corp.
8.125% 5/15/11 (f)

Ba2

10,000,000

9,925,000

37,832,600

Healthcare - 2.0%

DaVita, Inc.
9.25% 4/15/11 (f)

B2

8,050,000

8,251,250

Iasis Healthcare Corp.
13% 10/15/09

B3

1,000,000

1,060,000

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

C

11,630,000

1,163

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

Ba3

13,000,000

12,090,000

Service Corp.
International (SCI):

6% 12/15/05

B1

3,000,000

2,550,000

7.2% 6/1/06

B1

1,000,000

860,000

Triad Hospitals, Inc.
8.75% 5/1/09 (f)

B1

5,460,000

5,582,850

30,395,263

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Homebuilding/Real Estate - 2.0%

LNR Property Corp.:

9.375% 3/15/08

B1

$ 6,090,000

$ 5,876,850

10.5% 1/15/09

B1

10,000,000

10,000,000

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

B1

5,000,000

4,950,000

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

10,000,000

10,425,000

31,251,850

Hotels - 1.3%

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,890,875

Host Marriott LP
8.375% 2/15/06

Ba2

8,200,000

8,036,000

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

B2

5,000,000

5,050,000

La Quinta Inns, Inc.
7.25% 3/15/04

Ba3

4,440,000

4,151,400

20,128,275

Insurance - 0.7%

Conseco, Inc.
8.75% 2/9/04

B1

10,910,000

10,309,950

Leisure - 1.1%

Intrawest Corp. yankee 10.5% 2/1/10

B1

6,000,000

6,120,000

Premier Parks, Inc.
9.25% 4/1/06

B3

10,000,000

10,000,000

16,120,000

Metals/Mining - 3.2%

Better Minerals & Aggregates Co.
13% 9/15/09

B3

4,875,000

4,241,250

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

7,435,000

7,806,750

International Utility Structures, Inc. yankee 10.75% 2/1/08

Caa1

9,200,000

4,600,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

4,995,000

3,046,950

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

B2

14,509,000

15,234,450

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

14,725,000

14,526,213

49,455,613

Miscellaneous - 0.2%

Pinnacle Holdings, Inc.
0% 3/15/08 (d)

B3

7,000,000

3,570,000

Paper - 3.2%

Doman Industries Ltd. yankee 8.75% 3/15/04

Caa1

2,000,000

1,180,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,870,400

9.75% 6/15/07

Caa1

7,285,000

4,589,550

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

B1

15,000,000

15,900,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Paper - continued

Potlatch Corp.
10% 7/15/11 (f)

Ba1

$ 7,000,000

$ 7,052,500

Stone Container Corp.:

9.75% 2/1/11 (f)

B2

9,775,000

9,970,500

12.58% 8/1/16 (g)

B2

1,150,000

1,201,750

Tembec Industries, Inc. yankee 8.625% 6/30/09

Ba1

1,000,000

1,015,000

49,779,700

Publishing/Printing - 1.7%

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

Caa1

21,340,000

20,913,200

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

5,620,000

5,690,250

26,603,450

Restaurants - 1.2%

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

B2

8,000,000

8,320,000

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

Ba1

10,000,000

10,200,000

18,520,000

Services - 0.4%

AP Holdings, Inc.
0% 3/15/08 (d)

Ca

2,470,000

172,900

Iron Mountain, Inc.
8.625% 4/1/13

B2

5,130,000

5,130,000

5,302,900

Shipping - 0.3%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

4,980,000

5,054,700

Specialty Retailing - 0.6%

Kmart Corp.
9.875% 6/15/08 (f)

Baa3

5,000,000

4,912,500

Office Depot, Inc.
10% 7/15/08 (f)

Ba1

5,000,000

4,937,950

9,850,450

Steels - 0.2%

WCI Steel, Inc.
10% 12/1/04

B3

3,750,000

2,662,500

Supermarkets - 0.3%

Great Atlantic & Pacific Tea, Inc. 7.7% 1/15/04

B2

5,000,000

4,500,000

Jitney-Jungle Stores of America, Inc.
12% 3/1/06 (c)

-

2,590,000

19,425

4,519,425

Technology - 2.0%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

6,455,000

6,519,550

ChipPAC International Ltd. 12.75% 8/1/09

B3

7,000,000

6,755,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Fairchild Semiconductor Corp. 10.375% 10/1/07

B2

$ 1,000,000

$ 960,000

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

B3

10,000,000

8,600,000

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

Ca

20,810,000

624,300

12.75% 4/15/09

Ca

8,475,000

762,750

14% 2/15/10

Ca

6,340,000

317,000

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

420,000

399,000

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

3,420,000

3,180,600

Xerox Credit Corp.
6.1% 12/16/03

Ba1

3,490,000

2,722,200

30,840,400

Telecommunications - 15.4%

AirGate PCS, Inc.
0% 10/1/09 (d)

Caa1

12,900,000

7,417,500

Allegiance Telecom, Inc.
0% 2/15/08 (d)

B3

6,000,000

3,360,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

9,750,000

2,145,000

American Tower Corp. 9.375% 2/1/09 (f)

B3

4,000,000

3,740,000

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

10,000,000

7,700,000

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

-

17,227,552

2,584,133

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

4,083,200

Covad Communications Group, Inc.:

12% 2/15/10

Caa3

17,000,000

2,380,000

12.5% 2/15/09

Caa3

7,684,000

1,229,440

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

B3

5,000,000

4,850,000

Dobson Communications Corp. 10.875% 7/1/10

B3

10,000,000

10,000,000

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

31,865,000

1,593,250

Focal Communications Corp. 11.875% 1/15/10

B3

20,000,000

6,000,000

Globix Corp.
12.5% 2/1/10

B-

38,020,000

11,025,800

Hyperion Telecommunications, Inc. 13% 4/15/03

B3

4,480,000

3,360,000

Intermedia
Communications, Inc.:

0% 7/15/07 (d)

B2

9,235,000

8,149,888

8.6% 6/1/08

B2

4,800,000

4,680,000

Intrawest Corp. yankee 9.75% 8/15/08

B1

3,225,000

3,192,750

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,640,000

1,374,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Telecommunications - continued

KMC Telecom Holdings, Inc.: - continued

13.5% 5/15/09

Caa2

$ 22,500,000

$ 3,825,000

Loral Space & Communications Ltd.
9.5% 1/15/06

B3

3,000,000

2,250,000

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

Caa1

33,735,000

9,445,800

McLeodUSA, Inc.:

9.25% 7/15/07

B1

360,000

212,400

11.375% 1/1/09

B1

5,240,000

3,301,200

Metrocall, Inc.:

9.75% 11/1/07 (c)

Caa3

8,100,000

405,000

10.375% 10/1/07 (c)

Caa3

13,555,000

677,750

11% 9/15/08 (c)

Caa3

2,280,000

114,000

Microcell Telecommunications, Inc. yankee 0% 6/1/06 (d)

B3

7,205,000

5,187,600

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

Caa1

29,000,000

25,230,000

Nextel
Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

10,957,500

12% 11/1/08

B1

2,495,000

2,195,600

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

4,939,250

12.75% 8/1/10

Caa1

14,525,000

4,502,750

NEXTLINK
Communications, Inc.:

0% 6/1/09 (d)

B2

695,000

118,150

0% 12/1/09 (d)

B2

20,070,000

3,211,200

9% 3/15/08

B2

20,779,000

5,402,540

10.75% 11/15/08

B3

13,250,000

4,240,000

Orbital Imaging Corp.:

11.625% 3/1/05 (c)

-

7,110,000

639,900

11.625% 3/1/05 (c)

-

3,680,000

331,200

PageMart Nationwide, Inc. 15% 2/1/05

Caa2

33,040,000

7,268,800

Pathnet, Inc.
12.25% 4/15/08 (c)

-

20,255,000

1,417,850

ProNet, Inc.
11.875% 6/15/05 (c)

Caa3

1,180,000

82,600

Satelites Mexicanos SA
de CV:

8.21% 6/30/04 (f)(g)

B1

12,569,000

11,563,480

yankee 10.125% 11/1/04

B3

20,460,000

13,708,200

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

11,000,000

5,060,000

10.75% 3/15/10

B3

7,885,000

6,702,250

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

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

B3

$ 3,000,000

$ 1,860,000

US Unwired, Inc.
0% 11/1/09 (d)

Caa1

15,033,000

7,366,170

VoiceStream Wireless Corp. 10.375% 11/15/09

Baa1

5,540,000

6,315,600

237,397,551

Textiles & Apparel - 0.3%

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,750,000

WestPoint Stevens, Inc. 7.875% 6/15/08

Ca

2,000,000

740,000

4,490,000

TOTAL NONCONVERTIBLE BONDS

1,091,247,552

TOTAL CORPORATE BONDS

(Cost $1,480,242,753)

1,144,614,387

Asset-Backed Securities - 0.0%

Airplanes pass thru trust 10.875% 3/15/19
(Cost $1,489,903)

Ba2

1,372,903

782,555

Commercial Mortgage Securities - 1.6%

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

Ba1

4,750,000

3,300,508

LB Multifamily Mortgage Trust Series 1991-4
Class A1,
7.0187% 4/25/21 (g)

Caa1

2,084,310

1,865,457

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

-

1,350,000

109,215

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F,
7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,752,719

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

BB

4,500,000

3,606,328

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

BB+

2,553,000

1,777,127

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (f)(g)

-

2,200,000

2,082,560

Series 1998-ST1A
Class B1A,
6.8725% 1/15/03 (f)(g)

-

4,000,000

3,825,632

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Structured Asset
Securities Corp.:

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

BB+

$ 2,600,000

$ 2,260,070

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

-

2,000,000

1,741,797

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $23,941,432)

24,321,413

Common Stocks - 5.9%

Shares

Automotive - 0.0%

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

7,380

7

Broadcasting - 1.5%

EchoStar Communications Corp.
Class A (a)

625,200

19,612,524

Pegasus Communications Corp. (a)

213,400

3,676,882

23,289,406

Cable TV - 0.0%

CS Wireless Systems, Inc. (a)(f)

1,024

10

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

26,805

6,701

6,711

Capital Goods - 0.1%

Tokheim Corp. (a)(e)

182,235

1,649,227

Chemicals - 0.5%

Lyondell Chemical Co.

100,000

1,538,000

Polymer Group, Inc. (e)

3,004,860

6,790,984

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

3

8,328,987

Diversified Financial Services - 0.0%

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

14,310

143

ECM Corp. LP (f)

3,000

258,750

258,893

Energy - 0.8%

Grey Wolf, Inc. (a)

490,000

1,960,000

Plains Resources, Inc. (a)

430,700

10,336,800

12,296,800

Healthcare - 0.5%

DaVita, Inc. (a)

361,900

7,357,427

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

3,212

32

7,357,459

Homebuilding/Real Estate - 0.5%

LNR Property Corp.

214,700

7,514,500

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

7,514,501

Shares

Value (Note 1)

Hotels - 0.0%

Moa Hospitality, Inc. (a)

3,000

$ 15,000

Leisure - 0.4%

Six Flags, Inc. (a)

250,000

5,260,000

Metals/Mining - 0.0%

International Utility Structures, Inc. warrants 2/1/03 (a)

2,500

0

Paper - 0.6%

Packaging Corp. of America (a)

591,600

9,187,548

Specialty Retailing - 0.1%

Mothers Work, Inc. (a)(e)

284,100

2,096,658

Mothers Work, Inc. (a)(h)

2,952

21,786

2,118,444

Supermarkets - 0.5%

Pathmark Stores, Inc. (a)

298,657

7,108,037

Technology - 0.3%

Fairchild Semiconductor International, Inc. Class A (a)

200,000

4,600,000

Telecommunications - 0.0%

AXXENT, Inc. Class B (a)

448,319

11,845

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

12,650

127

Loral Orion Network Systems, Inc.:

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

45,930

22,965

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

5,585

2,793

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

42,305

42,305

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

10,128

90,163

Textiles & Apparel - 0.1%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

TOTAL COMMON STOCKS

(Cost $93,988,701)

90,303,408

Nonconvertible Preferred Stocks - 9.5%

Broadcasting - 0.1%

Granite Broadcasting Corp.
$127.50 pay-in-kind

5,118

921,240

Cable TV - 2.6%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

198,461

21,185,712

Series M, $11.125 pay-in-kind

184,123

19,609,100

40,794,812

Diversified Financial Services - 0.6%

American Annuity Group Capital
Trust II $88.75

8,910

8,862,936

Healthcare - 0.3%

Fresenius Medical Care Capital
Trust II $7.875

5,000

4,964,530

Homebuilding/Real Estate - 0.7%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

Nonconvertible Preferred Stocks - continued

Shares

Value (Note 1)

Homebuilding/Real Estate - continued

Swerdlow Real Estate Group, Inc.: - continued

mezzanine (h)

79,800

$ 1,039,804

senior (h)

79,800

9,499,254

10,602,228

Metals/Mining - 0.0%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

3,644

728,800

Publishing/Printing - 0.4%

PRIMEDIA, Inc. Series H, $8.625

73,249

5,420,426

Technology - 0.0%

Ampex Corp. 8% non-cumulative

386

602,160

Telecommunications - 4.8%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,391

779,930

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

18,746

18,183,620

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

35,150

21,090,000

Series E, $111.25 pay-in-kind

45,463

25,913,910

XO Communications, Inc.:

$7.00 pay-in-kind

1,099,216

4,396,864

Series B, $135.00 pay-in-kind

27,683

2,768,300

73,132,624

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $256,486,978)

146,029,756

Floating Rate Loans - 2.8%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Automotive - 0.8%

Accuride Corp. Tranche
B term loan 7.3125% 1/23/06 (g)

-

$ 4,617,037

4,247,674

Tenneco Automotive, Inc.:

Tranche B term loan
8.09% 12/30/07 (g)

B2

4,391,667

3,776,833

Tranche C term loan
8.34% 6/30/08 (g)

B2

4,391,667

3,776,833

11,801,340

Cable TV - 0.2%

Charter Communication Operating LLC Tranche
B term loan
6.91% 3/18/08 (g)

Ba3

2,500,000

2,468,750

Capital Goods - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (g)

-

1,960,784

1,823,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Thermadyne
Manufacturing LLC:

Tranche B term loan
6.76% 5/22/05 (g)

B3

$ 3,985,881

$ 3,387,999

Tranche C term loan
7.01% 5/22/06 (g)

B3

3,985,881

3,387,999

8,599,527

Environmental - 1.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (g)

Ba3

7,693,564

7,635,862

Tranche C term loan 6.9399% 7/21/07 (g)

Ba3

9,232,279

9,163,037

16,798,899

Textiles & Apparel - 0.2%

Pillowtex Corp. Tranche
B term loan
7.4239% 1/31/02 (g)

Caa2

3,000,000

1,500,000

Synthetic Industries, Inc. term loan
17% 6/14/08 (g)

-

3,600,000

1,980,000

3,480,000

TOTAL FLOATING RATE LOANS

(Cost $44,280,397)

43,148,516

Cash Equivalents - 3.6%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at:

3.75%, dated 6/29/01
due 7/2/01

$ 9,702,028

9,699,000

3.99%, dated 6/29/01
due 7/2/01

46,302,373

46,287,000

TOTAL CASH EQUIVALENTS

(Cost $55,986,000)

55,986,000

TOTAL INVESTMENT PORTFOLIO - 97.8%

(Cost $1,956,416,164)

1,505,186,035

NET OTHER ASSETS - 2.2%

34,140,900

NET ASSETS - 100%

$ 1,539,326,935

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

Transactions during the period with companies which are or were affiliates
are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 208,056

$ -

$ 2,096,658

Polymer Group, Inc.

663,660

1,554,442

-

6,790,984

Tokheim Corp.

-

141,231

-

1,649,227

TOTALS

$ 663,660

$ 1,903,729

$ -

$ 10,536,869

(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 $287,390,466 or 18.7% of net assets.

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,468,192

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

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc. Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc. Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc. senior

1/15/99

$ 7,618,828

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

3.2%

BBB

3.4%

Ba

13.9%

BB

16.3%

B

43.0%

B

49.8%

Caa

17.2%

CCC

6.7%

Ca, C

0.2%

CC, C

0.0%

D

0.3%

The percentage not rated by Moody's or S&P amounted to 1.6%. FMR has determined that unrated debt securities that are lower quality account for 1.6% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,251,237,359 and $1,157,988,530.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,174 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $21,808,148 or 1.4% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $43,148,516 or 2.8% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $16,393,833. The weighted average interest rate was 4.71%. Interest expense includes $12,892 paid under the interfund lending program.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $9,712,000. The weighted average interest rate was 6.1%. Interest earned from the interfund lending program amounted to $1,647 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

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

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

United States of America

89.3%

Canada

2.9

United Kingdom

2.7

Mexico

1.7

Luxembourg

1.6

Others (individually less than 1%)

1.8

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,942,872,680. Net unrealized depreciation aggregated $437,686,645, of which $49,430,109 related to appreciated investment securities and $487,116,754 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

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

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $55,986,000)
(cost $1,956,416,164) -
See accompanying schedule

$ 1,505,186,035

Cash

263

Receivable for investments sold

26,684,356

Receivable for fund shares sold

2,386,662

Dividends receivable

1,648,396

Interest receivable

38,750,057

Total assets

1,574,655,769

Liabilities

Payable for investments purchased

$ 33,850,938

Payable for fund shares redeemed

513,035

Accrued management fee

773,207

Distribution fees payable

22,444

Other payables and
accrued expenses

169,210

Total liabilities

35,328,834

Net Assets

$ 1,539,326,935

Net Assets consist of:

Paid in capital

$ 2,603,874,200

Undistributed net investment income

180,999,768

Accumulated undistributed net realized gain (loss) on investments

(794,316,758)

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

(451,230,275)

Net Assets

$ 1,539,326,935

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,295,104,466 ÷
192,029,983 shares)

$6.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($233,574,539 ÷
34,732,341 shares)

$6.72

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,647,930 ÷
1,588,896 shares)

$6.70

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,162,490

Interest

105,825,941

Total income

117,988,431

Expenses

Management fee

$ 5,116,373

Transfer agent fees

579,025

Distribution fees

137,394

Accounting fees and expenses

253,711

Non-interested trustees' compensation

2,270

Custodian fees and expenses

28,857

Audit

23,032

Legal

5,166

Interest

17,760

Reports to shareholders

136,933

Total expenses before reductions

6,300,521

Expense reductions

(47,589)

6,252,932

Net investment income

111,735,499

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $1,298,471 on sales of investments in affiliated issuers)

(346,854,131)

Change in net unrealized appreciation (depreciation) on:

Investment securities

115,801,042

Assets and liabilities in
foreign currencies

(146)

115,800,896

Net gain (loss)

(231,053,235)

Net increase (decrease) in net assets resulting from operations

$ (119,317,736)

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

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 111,735,499

$ 241,029,869

Net realized gain (loss)

(346,854,131)

(394,809,674)

Change in net unrealized appreciation (depreciation)

115,800,896

(345,968,584)

Net increase (decrease) in net assets resulting from operations

(119,317,736)

(499,748,389)

Distributions to shareholders from net investment income

(225,311,206)

(160,774,241)

Share transactions - net increase (decrease)

184,414,217

(151,517,210)

Total increase (decrease) in net assets

(160,214,725)

(812,039,840)

Net Assets

Beginning of period

1,699,541,660

2,511,581,500

End of period (including undistributed net investment income of $180,999,768 and $308,860,512, respectively)

$ 1,539,326,935

$ 1,699,541,660

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

78,854,242

$ 613,772,345

68,262,740

$ 656,033,666

Reinvested

24,517,471

193,933,192

13,813,362

144,073,366

Redeemed

(90,722,658)

(686,625,189)

(102,114,895)

(1,010,388,142)

Net increase (decrease)

12,649,055

$ 121,080,348

(20,038,793)

$ (210,281,110)

Service Class
Sold

15,954,749

$ 123,210,246

14,344,038

$ 139,520,383

Reinvested

3,882,761

30,634,983

1,603,673

16,694,232

Redeemed

(13,011,890)

(98,062,929)

(10,538,595)

(102,893,478)

Net increase (decrease)

6,825,620

$ 55,782,300

5,409,116

$ 53,321,137

Service Class 2 A
Sold

963,540

$ 7,185,865

583,490

$ 5,445,535

Reinvested

94,413

743,031

639

6,643

Redeemed

(52,079)

(377,327)

(1,107)

(9,415)

Net increase (decrease)

1,005,874

$ 7,551,569

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 193,933,192

$ 144,073,366

Service Class

30,634,983

16,694,232

Service Class 2 A

743,031

6,643

Total

$ 225,311,206

$ 160,774,241

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

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

High Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

.475 D, G

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(.915) G

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(.440)

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(1.000)

(.750)

(1.075)

(.970)

(.890)

(.920)

From net realized gain

-

-

(.030)

(.600)

(.110)

(.180)

In excess of net realized gain

-

-

(.005)

-

-

-

Total distributions

(1.000)

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 6.740

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B

(7.19)%

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,295,104

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.70% A

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

12.73% A, G

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

143% A

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.467 G

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(.907) G

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(.440)

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.990)

(.740)

(1.075)

(.970)

-

From net realized gain

-

-

(.030)

(.600)

-

In excess of net realized gain

-

-

(.005)

-

-

Total distributions

(.990)

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 6.720

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(7.20)%

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 233,575

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.80% A

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after all expense reductions

.80% A

.78%

.79%

.82%

.80% A,F

Ratio of net investment income to average net assets

12.63% A, G

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

143% A

68%

82%

92%

118%

A Annualized

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

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

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

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

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

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.058 for Initial Class and $.057 for Service Class and decrease net realized and unrealized gain (loss) per share by $.058 for Initial Class and $.057 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 11.18% for Initial Class and 11.08% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.130

$ 11.140

Income from Investment Operations

Net investment income D

.445 G

.936

Net realized and unrealized gain (loss)

(.885) G

(3.206)

Total from investment operations

(.440)

(2.270)

Less Distributions

From net investment income

(.990)

(.740)

Net asset value, end of period

$ 6.700

$ 8.130

Total Return B, C

(7.22)%

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,648

$ 4,742

Ratio of expenses to average net assets

.98% A

1.01% A

Ratio of expenses to average net assets after all expense reductions

.97% A, F

1.01% A

Ratio of net investment income to average net assets

12.45% A, G

11.04% A

Portfolio turnover rate

143% A

68%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.055 and decrease net realized and unrealized gain (loss) per share by $.055. Without this change the Ratio of net investment income to average net assets would have been 10.91%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Index 500 -
Initial Class

-14.80%

14.15%

15.03%

S&P 500 ®

-14.83%

14.48%

15.34%

Variable Annuity S&P 500 Index Objective Funds Average

-15.04%

14.13%

n/a*

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

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity S&P 500 index objective funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 52 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

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


Understanding Performance

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

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Index 500 Portfolio - Initial Class on August 27, 1992, when the fund started. As the chart shows, by June 30, 2001 the value of the investment would have grown to $34,524 - a 245.24% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,358 - a 253.58% increase.

Investment Summary

Top Ten Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

4.3

Microsoft Corp.

3.5

Exxon Mobil Corp.

2.7

Citigroup, Inc.

2.4

Pfizer, Inc.

2.3

AOL Time Warner, Inc.

2.1

Wal-Mart Stores, Inc.

1.9

Intel Corp.

1.8

American International Group, Inc.

1.8

International Business Machines Corp.

1.8

24.6

Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

18.4

Financials

17.7

Consumer Discretionary

13.1

Health Care

12.7

Industrials

11.2

Consumer Staples

7.5

Energy

6.5

Telecommunication Services

5.5

Utilities

3.6

Materials

2.5

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with James Creighton, who oversees the Index 500 Portfolio's investment management personnel as Managing Director for Deutsche Asset Management Inc. (formerly Bankers Trust), sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the six-month period that ended June 30, 2001, the fund performed in line with the Standard & Poor's 500 Index and the variable annuity S&P 500® index objective funds average tracked by Lipper Inc., which returned -6.70 and -6.86%, respectively. For the 12 months that ended June 30, 2001, fund performance closely tracked the S&P 500 and Lipper average, which returned -14.83% and -15.04%, respectively.

Q. What factors set the tone for market performance during the past six months?

A. Weak economic data and persistent corporate earnings shortfalls fueled the negative momentum for stocks during the first half of 2001. The combined effects of last year's interest-rate hikes, higher energy costs, slowing productivity and rising labor costs spelled trouble for corporate profitability. Deteriorating global demand resulted in a build-up of unwanted inventories in several key sectors, particularly technology, which constrained profit growth. Excess capacity and a tighter supply of available funding caused further contraction in capital spending - the lifeblood of economic growth in recent years - which really squeezed earnings throughout the sector. Aggressive monetary stimulus from the Federal Reserve Board - in the form of six interest-rate cuts, two of which were surprise, inter-meeting moves - did little to revive optimism on Wall Street, as concerns about a more prolonged period of sluggishness in the U.S. economy weighed on investors' psyches. Despite snapbacks in January and April, the S&P 500 finished the period firmly in the red, due in large part to a handful of big-cap tech stocks that languished. The same companies that led the bull run for the past few years - namely Cisco, EMC and Oracle - hit the wall as business conditions soured and they were unable to support once-lofty valuations. Despite some pockets of strength, technology was the worst performing sector during the six-month period, down nearly 17%, and, with its considerable influence over the direction of the market, lured the index into bear territory - about 25% off its peak.

Q. Health stocks seemed to suffer their share of side effects during the period . . .

A. Drug stocks have historically offered a safe place to hang one's hat in a volatile market. The problem was, they failed to act defensively during the period. Firms such as Merck, Bristol-Myers Squibb and Pfizer faced tremendous selling pressure heading into the year, after having performed quite well late in 2000. The group generally suffered from a host of factors, including various operational and procedural issues, slower-than-expected sales of key products, unfavorable foreign exchange rates, lackluster new product pipelines, patent expirations and a potentially more stringent regulatory environment.

Q. What areas of the market seemed to attract investors?

A. Investors seemed unwilling to pay a premium for growth companies offering little-to-no earnings visibility, or growth for that matter. As such, given the thick haze surrounding most areas of technology - particularly communications-related hardware providers - market participants looked elsewhere for more attractive opportunities. Popular locations were stable growth, economically sensitive cyclical and smaller-cap, value-oriented stocks. Small-to-medium sized firms were strongly favored during the period for several reasons, including their lack of exposure to weakness in Europe, higher earnings expectations and lower valuations. Cyclicals got the nod because of their tendency to outperform in anticipation of an improving economy. Some tech stocks fit that bill and presented compelling valuations. Software and semiconductor-related firms, such as PeopleSoft and Advanced Micro Devices, respectively, performed quite nicely during the period. Microsoft, IBM and Dell were among the few heavyweights that also successfully bucked the downturn. Consumer confidence, spending and credit held up surprisingly well in the face of rising unemployment - due largely to falling interest rates - which was good news for the flagging economy, as well as for several bank, media and consumer stocks. Topping the respective lists were Bank of America, AOL Time Warner and Philip Morris.

Q. Jim, what's your outlook?

A. Equity markets must still contend with a weak near-term earnings outlook. Sluggish growth and narrowing profit margins should continue to drag on bottom lines. The Fed is slowing down the easing, aware that there's plenty of stimulus - both monetary and fiscal, the latter in the form of a federal tax cut - already in the pipeline. The financial/monetary building blocks of an economic rebound appear to be falling into place. I expect market conditions to improve when the economy turns, but nothing like the nirvana that propelled equity returns in the late 1990s is apt to re-emerge.

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


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of June 30, 2001, more than $3.7 billion

Sub-adviser: Deutsche Asset Management Inc. (formerly Bankers Trust), since 1997

3

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.1%

Auto Components - 0.3%

Cooper Tire & Rubber Co.

23,593

$ 335,021

Dana Corp.

48,608

1,134,511

Delphi Automotive Systems Corp.

185,909

2,961,530

Goodyear Tire & Rubber Co.

54,041

1,513,148

Johnson Controls, Inc.

28,497

2,065,178

Snap-On, Inc.

19,143

462,495

TRW, Inc.

40,327

1,653,407

Visteon Corp.

42,661

784,109

10,909,399

Automobiles - 0.9%

Ford Motor Co.

619,048

15,197,628

General Motors Corp.

183,009

11,776,629

Harley-Davidson, Inc.

101,269

4,767,745

31,742,002

Hotels Restaurants & Leisure - 0.9%

Carnival Corp.

200,540

6,156,578

Darden Restaurants, Inc.

40,251

1,123,003

Harrah's Entertainment, Inc. (a)

39,117

1,380,830

Hilton Hotels Corp.

123,399

1,431,428

Marriott International, Inc. Class A

80,246

3,798,846

McDonald's Corp.

438,425

11,863,781

Starbucks Corp. (a)

126,762

2,790,032

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,585

2,407,729

Tricon Global Restaurants, Inc. (a)

48,926

2,147,851

Wendy's International, Inc.

38,193

975,449

34,075,527

Household Durables - 0.3%

American Greetings Corp. Class A

23,029

253,319

Black & Decker Corp.

27,259

1,075,640

Centex Corp.

20,046

816,875

Fortune Brands, Inc.

51,755

1,985,322

KB HOME

15,098

455,507

Leggett & Platt, Inc.

66,084

1,455,831

Maytag Corp.

26,065

762,662

Newell Rubbermaid, Inc.

89,282

2,240,978

Pulte Homes, Inc.

13,832

589,658

The Stanley Works

28,353

1,187,424

Tupperware Corp.

19,452

455,760

Whirlpool Corp.

22,426

1,401,625

12,680,601

Leisure Equipment & Products - 0.2%

Brunswick Corp.

29,260

703,118

Eastman Kodak Co.

100,335

4,683,638

Hasbro, Inc.

57,674

833,389

Mattel, Inc.

142,712

2,700,111

8,920,256

Media - 5.1%

AOL Time Warner, Inc. (a)

1,469,739

77,896,167

Shares

Value (Note 1)

Clear Channel Communications, Inc. (a)

196,945

$ 12,348,452

Comcast Corp. Class A (special) (a)

316,298

13,743,148

Dow Jones & Co., Inc.

29,207

1,743,950

Gannett Co., Inc.

88,891

5,857,917

Harcourt General, Inc.

23,558

1,370,840

Interpublic Group of Companies, Inc.

122,886

3,606,704

Knight-Ridder, Inc.

24,463

1,450,656

McGraw-Hill Companies, Inc.

65,236

4,315,361

Meredith Corp.

19,254

689,486

Omnicom Group, Inc.

59,479

5,115,194

The New York Times Co. Class A

54,134

2,273,628

TMP Worldwide, Inc. (a)

36,060

2,131,507

Tribune Co.

103,321

4,133,873

Univision Communications, Inc.
Class A (a)

71,176

3,044,909

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

596,070

30,846,623

Walt Disney Co.

698,417

20,177,267

190,745,682

Multiline Retail - 3.1%

Big Lots, Inc. (a)

37,510

513,137

Costco Wholesale Corp. (a)

149,685

6,276,292

Dillards, Inc. Class A

30,462

465,155

Dollar General Corp.

110,633

2,157,344

Federated Department Stores, Inc. (a)

66,336

2,819,280

JCPenney Co., Inc.

87,461

2,305,472

Kmart Corp. (a)

161,097

1,847,783

Kohls Corp. (a)

110,756

6,947,724

Nordstrom, Inc.

45,181

838,108

Sears, Roebuck & Co.

111,627

4,722,938

Target Corp.

299,294

10,355,572

The May Department Stores Co.

99,417

3,406,026

Wal-Mart Stores, Inc.

1,493,050

72,860,840

115,515,671

Specialty Retail - 2.1%

AutoZone, Inc. (a)

38,058

1,427,175

Bed Bath & Beyond, Inc. (a)

95,586

2,907,726

Best Buy Co., Inc. (a)

69,468

4,412,607

Circuit City Stores, Inc. -
Circuit City Group

68,891

1,240,038

Gap, Inc.

284,039

8,237,131

Home Depot, Inc.

774,166

36,037,427

Lowe's Companies, Inc.

128,001

9,286,473

Office Depot, Inc. (a)

99,833

1,036,267

RadioShack Corp.

62,164

1,896,002

Sherwin-Williams Co.

54,912

1,219,046

Staples, Inc. (a)

151,552

2,276,311

The Limited, Inc.

142,413

2,352,663

Tiffany & Co., Inc.

48,772

1,766,522

TJX Companies, Inc.

93,468

2,978,825

Toys 'R' Us, Inc. (a)

66,041

1,634,515

78,708,728

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

17,100

862,695

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

NIKE, Inc. Class B

89,912

$ 3,775,405

Reebok International Ltd. (a)

18,725

598,264

VF Corp.

37,821

1,375,928

6,612,292

TOTAL CONSUMER DISCRETIONARY

489,910,158

CONSUMER STAPLES - 7.5%

Beverages - 2.1%

Adolph Coors Co. Class B

12,643

634,426

Anheuser-Busch Companies, Inc.

301,860

12,436,632

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

23,103

1,477,206

Coca-Cola Enterprises, Inc.

139,743

2,284,798

Pepsi Bottling Group, Inc.

47,360

1,899,136

PepsiCo, Inc.

482,617

21,331,671

The Coca-Cola Co.

831,444

37,414,980

77,478,849

Food & Drug Retailing - 1.2%

Albertson's, Inc.

136,899

4,105,601

CVS Corp.

130,952

5,054,747

Kroger Co. (a)

273,699

6,842,475

Safeway, Inc. (a)

167,563

8,043,024

SUPERVALU, Inc.

44,344

778,237

Sysco Corp.

226,010

6,136,172

Walgreen Co.

339,631

11,598,399

Winn-Dixie Stores, Inc.

47,005

1,228,241

43,786,896

Food Products - 1.4%

Archer-Daniels-Midland Co.

211,955

2,755,415

Campbell Soup Co.

140,561

3,619,446

ConAgra Foods, Inc.

179,480

3,555,499

General Mills, Inc.

94,912

4,155,247

H.J. Heinz Co.

116,306

4,755,752

Hershey Foods Corp.

45,517

2,808,854

Kellogg Co.

135,677

3,934,633

Quaker Oats Co.

44,084

4,022,665

Ralston Purina Co.

103,498

3,107,010

Sara Lee Corp.

270,808

5,129,104

Unilever NV (NY Shares)

191,071

11,382,099

Wm. Wrigley Jr. Co.

75,552

3,539,611

52,765,335

Household Products - 1.4%

Clorox Co.

79,062

2,684,155

Colgate-Palmolive Co.

191,349

11,287,678

Kimberly-Clark Corp.

178,493

9,977,759

Procter & Gamble Co.

434,536

27,723,397

51,672,989

Personal Products - 0.4%

Alberto-Culver Co. Class B

18,840

792,034

Shares

Value (Note 1)

Avon Products, Inc.

79,617

$ 3,684,675

Gillette Co.

352,208

10,210,510

14,687,219

Tobacco - 1.0%

Philip Morris Companies, Inc.

730,625

37,079,219

UST, Inc.

55,274

1,595,208

38,674,427

TOTAL CONSUMER STAPLES

279,065,715

ENERGY - 6.5%

Energy Equipment & Services - 0.7%

Baker Hughes, Inc.

110,754

3,710,259

Halliburton Co.

147,677

5,257,301

Nabors Industries, Inc. (a)

48,917

1,819,712

Noble Drilling Corp. (a)

44,660

1,462,615

Rowan Companies, Inc. (a)

31,301

691,752

Schlumberger Ltd. (NY Shares)

191,290

10,071,419

Transocean Sedco Forex, Inc.

105,770

4,363,013

27,376,071

Oil & Gas - 5.8%

Amerada Hess Corp.

29,354

2,371,803

Anadarko Petroleum Corp.

82,803

4,473,846

Apache Corp.

40,953

2,078,365

Ashland, Inc.

23,875

957,388

Burlington Resources, Inc.

71,758

2,866,732

Chevron Corp.

206,871

18,721,826

Conoco, Inc. Class B

207,571

5,998,802

Devon Energy Corp.

42,510

2,231,775

EOG Resources, Inc.

38,801

1,379,376

Exxon Mobil Corp.

1,149,885

100,442,455

Kerr-McGee Corp.

31,210

2,068,287

Occidental Petroleum Corp.

122,705

3,262,726

Phillips Petroleum Co.

82,023

4,675,311

Royal Dutch Petroleum Co. (NY Shares)

713,389

41,569,177

Sunoco, Inc.

30,783

1,127,581

Texaco, Inc.

194,921

12,981,739

Tosco Corp.

51,609

2,273,376

Unocal Corp.

80,642

2,753,924

USX - Marathon Group

106,768

3,150,724

215,385,213

TOTAL ENERGY

242,761,284

FINANCIALS - 17.7%

Banks - 5.8%

AmSouth Bancorp.

124,846

2,308,403

Bank of America Corp.

534,098

32,061,903

Bank of New York Co., Inc.

247,232

11,867,136

Bank One Corp.

386,123

13,823,203

BB&T Corp.

133,853

4,912,405

Charter One Financial, Inc.

69,260

2,209,394

Comerica, Inc.

58,913

3,393,389

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp

189,644

$ 11,445,015

First Union Corp.

326,982

11,424,751

FleetBoston Financial Corp.

361,598

14,265,041

Golden West Financial Corp.

53,053

3,408,125

Huntington Bancshares, Inc.

82,803

1,328,160

KeyCorp

141,746

3,692,483

Mellon Financial Corp.

162,826

7,489,996

National City Corp.

203,095

6,251,264

Northern Trust Corp.

73,897

4,773,746

PNC Financial Services Group, Inc.

96,623

6,356,827

Regions Financial Corp.

80,264

2,527,513

SouthTrust Corp.

112,568

2,926,768

SunTrust Banks, Inc.

98,733

6,395,924

Synovus Financial Corp.

95,665

3,001,968

U.S. Bancorp

643,519

14,665,798

Union Planters Corp.

46,061

2,008,260

Wachovia Corp.

69,814

4,967,266

Washington Mutual, Inc.

292,105

10,968,543

Wells Fargo & Co.

571,010

26,511,994

Zions Bancorp

30,600

1,779,696

216,764,971

Diversified Financials - 7.7%

AMBAC Financial Group, Inc.

34,887

2,030,423

American Express Co.

443,713

17,216,064

Bear Stearns Companies, Inc.

36,359

2,144,090

Capital One Financial Corp.

65,250

3,915,000

Charles Schwab Corp.

464,254

7,103,086

Citigroup, Inc.

1,678,548

88,694,476

Countrywide Credit Industries, Inc.

37,970

1,742,064

Fannie Mae

336,331

28,638,585

Franklin Resources, Inc.

89,088

4,077,558

Freddie Mac

231,802

16,226,140

Household International, Inc.

156,788

10,457,760

J.P. Morgan Chase & Co.

661,579

29,506,423

Lehman Brothers Holdings, Inc.

84,036

6,533,799

MBNA Corp.

283,720

9,348,574

Merrill Lynch & Co., Inc.

280,258

16,605,287

Moody's Corp.

55,149

1,847,492

Morgan Stanley Dean Witter & Co.

373,822

24,010,587

Providian Financial Corp.

94,926

5,619,619

State Street Corp.

107,934

5,341,654

Stilwell Financial, Inc.

75,319

2,527,706

T. Rowe Price Group, Inc.

41,380

1,521,129

USA Education, Inc.

54,294

3,963,462

289,070,978

Insurance - 4.2%

AFLAC, Inc.

177,474

5,588,656

Allstate Corp.

243,990

10,733,120

American General Corp.

168,229

7,814,237

Shares

Value (Note 1)

American International Group, Inc.

777,900

$ 66,899,400

Aon Corp.

84,548

2,959,180

Cincinnati Financial Corp.

53,269

2,132,358

Conseco, Inc.

109,141

1,489,775

Hartford Financial Services Group, Inc.

78,753

5,386,705

Jefferson-Pilot Corp.

51,288

2,478,236

John Hancock Financial Services, Inc.

98,467

3,964,281

Lincoln National Corp.

64,164

3,320,487

Loews Corp.

65,645

4,229,507

Marsh & McLennan Companies, Inc.

91,583

9,249,883

MBIA, Inc.

48,916

2,723,643

MetLife, Inc.

255,728

7,922,453

MGIC Investment Corp.

35,367

2,569,059

Progressive Corp.

24,360

3,293,228

SAFECO Corp.

42,876

1,270,845

The Chubb Corp.

58,169

4,504,026

The St. Paul Companies, Inc.

72,390

3,669,449

Torchmark Corp.

42,333

1,702,210

UnumProvident Corp.

80,752

2,593,754

156,494,492

TOTAL FINANCIALS

662,330,441

HEALTH CARE - 12.7%

Biotechnology - 0.8%

Amgen, Inc. (a)

347,868

21,585,209

Biogen, Inc. (a)

49,073

2,651,905

Chiron Corp. (a)

63,619

3,320,276

Medimmune, Inc. (a)

70,384

3,337,609

30,894,999

Health Care Equipment & Supplies - 1.3%

Applera Corp. - Applied
Biosystems Group

69,804

1,867,257

Bausch & Lomb, Inc.

18,627

675,042

Baxter International, Inc.

196,256

9,616,544

Becton, Dickinson & Co.

86,860

3,108,719

Biomet, Inc.

60,592

2,912,052

Boston Scientific Corp. (a)

137,769

2,342,073

C.R. Bard, Inc.

17,672

1,006,420

Guidant Corp. (a)

103,870

3,739,320

Medtronic, Inc.

402,578

18,522,614

St. Jude Medical, Inc. (a)

29,022

1,741,320

Stryker Corp.

66,105

3,625,859

49,157,220

Health Care Providers & Services - 1.3%

Aetna, Inc. (a)

48,365

1,251,203

Cardinal Health, Inc.

148,424

10,241,256

CIGNA Corp.

51,332

4,918,632

HCA - The Healthcare Co.

184,633

8,343,565

HealthSouth Corp. (a)

129,127

2,062,158

Humana, Inc. (a)

56,555

557,067

Manor Care, Inc. (a)

34,319

1,089,628

McKesson HBOC, Inc.

94,619

3,512,257

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - continued

Quintiles Transnational Corp. (a)

39,879

$ 1,016,516

Tenet Healthcare Corp. (a)

107,289

5,535,040

UnitedHealth Group, Inc.

106,915

6,602,001

Wellpoint Health Networks, Inc. (a)

20,935

1,972,914

47,102,237

Pharmaceuticals - 9.3%

Abbott Laboratories

517,798

24,859,482

Allergan, Inc.

43,684

3,734,982

American Home Products Corp.

437,808

25,585,500

Bristol-Myers Squibb Co.

647,572

33,868,016

Eli Lilly & Co.

376,547

27,864,478

Forest Laboratories, Inc. (a)

58,611

4,161,381

Johnson & Johnson

1,006,854

50,342,700

King Pharmaceuticals, Inc. (a)

56,010

3,010,538

Merck & Co., Inc.

764,273

48,844,687

Pfizer, Inc.

2,108,576

84,448,469

Pharmacia Corp.

430,665

19,789,057

Schering-Plough Corp.

488,207

17,692,622

Watson Pharmaceuticals, Inc. (a)

34,014

2,096,623

346,298,535

TOTAL HEALTH CARE

473,452,991

INDUSTRIALS - 11.2%

Aerospace & Defense - 1.5%

Boeing Co.

290,036

16,126,002

General Dynamics Corp.

66,572

5,179,967

Goodrich Corp.

35,918

1,364,166

Honeywell International, Inc.

296,148

10,362,219

Lockheed Martin Corp.

142,635

5,284,627

Northrop Grumman Corp.

27,837

2,229,744

Raytheon Co.

112,132

2,977,105

United Technologies Corp.

157,062

11,506,362

55,030,192

Air Freight & Couriers - 0.1%

FedEx Corp. (a)

99,874

4,014,935

Airlines - 0.2%

AMR Corp. (a)

50,399

1,820,916

Delta Air Lines, Inc.

41,094

1,811,424

Southwest Airlines Co.

253,373

4,684,867

U.S. Airways Group, Inc. (a)

22,492

546,556

8,863,763

Building Products - 0.1%

Crane Co.

20,026

620,806

Masco Corp.

149,603

3,734,091

4,354,897

Commercial Services & Supplies - 1.8%

Allied Waste Industries, Inc. (a)

59,699

1,115,177

Automatic Data Processing, Inc.

212,828

10,577,552

Shares

Value (Note 1)

Avery Dennison Corp.

37,327

$ 1,905,543

Cendant Corp. (a)

281,897

5,496,992

Cintas Corp.

57,465

2,697,982

Concord EFS, Inc. (a)

71,435

3,967,500

Convergys Corp. (a)

58,039

1,755,680

Deluxe Corp.

24,772

715,911

Ecolab, Inc.

42,584

1,744,666

Equifax, Inc.

46,275

1,697,367

First Data Corp.

132,400

8,506,700

Fiserv, Inc. (a)

41,931

2,599,722

H&R Block, Inc.

30,473

1,967,032

IMS Health, Inc.

99,074

2,823,609

Paychex, Inc.

125,355

5,164,626

Pitney Bowes, Inc.

84,528

3,560,319

R.R. Donnelley & Sons Co.

41,109

1,220,937

Robert Half International, Inc. (a)

61,476

1,530,138

Sabre Holdings Corp. Class A

43,834

2,191,700

Waste Management, Inc.

211,759

6,526,412

67,765,565

Construction & Engineering - 0.0%

Fluor Corp.

24,816

1,120,442

McDermott International, Inc.

19,847

231,218

1,351,660

Electrical Equipment - 0.5%

American Power Conversion Corp. (a)

72,931

1,079,379

Cooper Industries, Inc.

34,551

1,367,874

Emerson Electric Co.

145,327

8,792,284

Molex, Inc.

66,850

2,427,992

National Service Industries, Inc.

13,818

311,872

Power-One, Inc. (a)

25,939

428,253

Rockwell International Corp.

63,848

2,433,886

Thomas & Betts Corp.

25,597

564,926

17,406,466

Industrial Conglomerates - 5.7%

General Electric Co.

3,280,418

159,920,364

Minnesota Mining & Manufacturing Co.

132,375

15,103,988

Textron, Inc.

47,088

2,591,724

Tyco International Ltd.

642,430

35,012,435

212,628,511

Machinery - 0.8%

Caterpillar, Inc.

114,479

5,729,674

Cummins, Inc.

16,320

631,584

Danaher Corp.

47,300

2,648,800

Deere & Co.

79,058

2,992,345

Dover Corp.

67,745

2,550,599

Eaton Corp.

22,775

1,596,528

Illinois Tool Works, Inc.

100,673

6,372,601

Ingersoll-Rand Co.

53,187

2,191,304

ITT Industries, Inc.

28,917

1,279,577

Navistar International Corp. (a)

19,402

545,778

PACCAR, Inc.

25,165

1,286,938

Pall Corp.

40,476

952,400

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - continued

Parker-Hannifin Corp.

38,404

$ 1,629,866

Timken Co.

19,834

335,988

30,743,982

Road & Rail - 0.4%

Burlington Northern Santa Fe Corp.

131,310

3,961,623

CSX Corp.

71,307

2,584,166

Norfolk Southern Corp.

128,665

2,663,366

Ryder System, Inc.

23,934

469,106

Union Pacific Corp.

82,849

4,549,239

14,227,500

Trading Companies & Distributors - 0.1%

Genuine Parts Co.

56,978

1,794,807

W.W. Grainger, Inc.

31,113

1,280,611

3,075,418

TOTAL INDUSTRIALS

419,462,889

INFORMATION TECHNOLOGY - 18.4%

Communications Equipment - 3.0%

ADC Telecommunications, Inc. (a)

259,217

1,783,413

Andrew Corp. (a)

26,920

496,943

Avaya, Inc. (a)

95,078

1,302,569

Cabletron Systems, Inc. (a)

62,219

1,421,704

Cisco Systems, Inc. (a)

2,432,918

47,125,622

Comverse Technology, Inc. (a)

55,432

3,193,438

Corning, Inc.

307,159

5,132,627

JDS Uniphase Corp. (a)

436,261

5,749,920

Lucent Technologies, Inc.

1,137,097

7,050,001

Motorola, Inc.

729,824

12,085,885

Nortel Networks Corp.

1,063,246

9,664,906

QUALCOMM, Inc. (a)

251,813

14,340,750

Scientific-Atlanta, Inc.

53,876

2,187,366

Tellabs, Inc. (a)

137,051

2,556,001

114,091,145

Computers & Peripherals - 4.5%

Apple Computer, Inc. (a)

116,116

2,808,846

Compaq Computer Corp.

565,246

8,755,661

Dell Computer Corp. (a)

865,158

23,445,782

EMC Corp. (a)

731,733

21,256,844

Gateway, Inc. (a)

108,560

1,785,812

Hewlett-Packard Co.

646,325

18,484,895

International Business Machines Corp.

579,158

65,444,854

Lexmark International, Inc. Class A (a)

42,662

2,869,020

NCR Corp. (a)

31,852

1,497,044

Network Appliance, Inc. (a)

107,814

1,495,380

Palm, Inc. (a)

190,967

1,161,079

Sun Microsystems, Inc. (a)

1,090,333

17,663,395

166,668,612

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

152,384

4,952,480

Shares

Value (Note 1)

Jabil Circuit, Inc. (a)

63,629

$ 1,963,591

Millipore Corp.

15,435

956,661

PerkinElmer, Inc.

33,200

913,996

Sanmina Corp. (a)

102,199

2,462,996

Solectron Corp. (a)

215,522

3,944,053

Symbol Technologies, Inc.

73,790

1,638,138

Tektronix, Inc. (a)

31,419

853,026

Thermo Electron Corp. (a)

60,007

1,321,354

19,006,295

Internet Software & Services - 0.1%

BroadVision, Inc. (a)

90,495

462,429

Yahoo!, Inc. (a)

183,892

3,593,250

4,055,679

IT Consulting & Services - 0.4%

Computer Sciences Corp. (a)

56,969

1,971,127

Electronic Data Systems Corp.

156,762

9,797,625

Sapient Corp. (a)

40,313

394,261

Unisys Corp. (a)

104,634

1,539,166

13,702,179

Office Electronics - 0.1%

Xerox Corp.

224,063

2,144,283

Semiconductor Equipment & Products - 4.2%

Advanced Micro Devices, Inc. (a)

114,291

3,300,724

Altera Corp. (a)

132,667

3,934,903

Analog Devices, Inc. (a)

120,327

5,204,143

Applied Materials, Inc. (a)

270,625

13,918,244

Applied Micro Circuits Corp. (a)

100,088

1,767,554

Broadcom Corp. Class A (a)

81,840

3,521,575

Conexant Systems, Inc. (a)

81,842

730,031

Intel Corp.

2,249,897

68,599,360

KLA-Tencor Corp. (a)

61,556

3,613,337

Linear Technology Corp.

105,938

4,940,948

LSI Logic Corp. (a)

120,070

2,257,316

Maxim Integrated Products, Inc. (a)

108,107

5,088,596

Micron Technology, Inc. (a)

198,470

8,157,117

National Semiconductor Corp. (a)

58,402

1,700,666

Novellus Systems, Inc. (a)

47,087

2,620,862

QLogic Corp. (a)

30,854

1,987,306

Teradyne, Inc. (a)

58,164

1,925,228

Texas Instruments, Inc.

579,830

18,264,645

Vitesse Semiconductor Corp. (a)

63,671

1,345,368

Xilinx, Inc. (a)

110,452

4,644,507

157,522,430

Software - 5.6%

Adobe Systems, Inc.

80,234

3,766,986

Autodesk, Inc.

18,819

700,067

BMC Software, Inc. (a)

81,054

1,826,957

Citrix Systems, Inc. (a)

61,518

2,131,599

Computer Associates International, Inc.

192,302

6,922,872

Compuware Corp. (a)

122,030

1,666,930

Intuit, Inc. (a)

68,845

2,671,186

Mercury Interactive Corp. (a)

26,902

1,657,432

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Microsoft Corp. (a)

1,794,235

$ 129,202,862

Novell, Inc. (a)

105,647

549,364

Oracle Corp. (a)

1,866,649

36,698,319

Parametric Technology Corp. (a)

88,520

1,140,138

PeopleSoft, Inc. (a)

95,162

4,596,325

Siebel Systems, Inc. (a)

150,757

7,145,882

VERITAS Software Corp. (a)

132,323

8,987,378

209,664,297

TOTAL INFORMATION TECHNOLOGY

686,854,920

MATERIALS - 2.5%

Chemicals - 1.2%

Air Products & Chemicals, Inc.

77,169

3,530,482

Dow Chemical Co.

300,337

9,986,205

E.I. du Pont de Nemours and Co.

349,240

16,847,338

Eastman Chemical Co.

26,213

1,248,525

Engelhard Corp.

43,723

1,127,616

FMC Corp. (a)

10,575

725,022

Great Lakes Chemical Corp.

17,578

542,281

Hercules, Inc.

37,938

428,699

International Flavors & Fragrances, Inc.

32,783

823,837

PPG Industries, Inc.

56,718

2,981,665

Praxair, Inc.

53,590

2,518,730

Rohm & Haas Co.

74,282

2,443,878

Sigma Aldrich Corp.

26,374

1,068,147

44,272,425

Construction Materials - 0.0%

Vulcan Materials Co.

33,989

1,826,909

Containers & Packaging - 0.1%

Ball Corp.

9,511

452,343

Bemis Co., Inc.

17,654

709,161

Pactiv Corp. (a)

52,553

704,210

Sealed Air Corp. (a)

28,665

1,067,771

Temple-Inland, Inc.

16,349

871,238

3,804,723

Metals & Mining - 0.7%

Alcan, Inc.

106,312

4,479,991

Alcoa, Inc.

289,186

11,393,928

Allegheny Technologies, Inc.

26,937

487,290

Barrick Gold Corp.

132,238

2,017,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

50,049

553,041

Homestake Mining Co.

87,513

678,226

Inco Ltd. (a)

60,833

1,052,724

Newmont Mining Corp.

64,126

1,193,385

Nucor Corp.

26,085

1,275,296

Phelps Dodge Corp.

26,359

1,093,899

Placer Dome, Inc.

109,211

1,067,584

Shares

Value (Note 1)

USX - U.S. Steel Group

29,749

$ 599,442

Worthington Industries, Inc.

28,691

390,198

26,282,638

Paper & Forest Products - 0.5%

Boise Cascade Corp.

19,025

669,109

Georgia-Pacific Group

75,318

2,549,514

International Paper Co.

160,814

5,741,060

Louisiana-Pacific Corp.

34,464

404,263

Mead Corp.

33,033

896,516

Potlatch Corp.

9,372

322,491

Westvaco Corp.

33,497

813,642

Weyerhaeuser Co.

72,562

3,988,733

Willamette Industries, Inc.

36,385

1,801,058

17,186,386

TOTAL MATERIALS

93,373,081

TELECOMMUNICATION SERVICES - 5.5%

Diversified Telecommunication Services - 5.2%

ALLTEL Corp.

105,261

6,448,289

AT&T Corp.

1,149,130

25,280,860

BellSouth Corp.

626,690

25,236,806

CenturyTel, Inc.

46,163

1,398,739

Citizens Communications Co. (a)

86,918

1,045,624

Global Crossing Ltd. (a)

294,034

2,540,454

Qwest Communications
International, Inc.

552,929

17,621,847

SBC Communications, Inc.

1,122,270

44,958,136

Sprint Corp. - FON Group

294,341

6,287,124

Verizon Communications

902,819

48,300,817

WorldCom, Inc.

961,056

14,367,787

193,486,483

Wireless Telecommunication Services - 0.3%

Nextel Communications, Inc. Class A (a)

257,776

4,464,680

Sprint Corp. - PCS Group Series 1 (a)

312,996

7,558,853

12,023,533

TOTAL TELECOMMUNICATION SERVICES

205,510,016

UTILITIES - 3.6%

Electric Utilities - 2.6%

AES Corp. (a)

177,383

7,636,338

Allegheny Energy, Inc.

40,857

1,971,350

Ameren Corp.

45,683

1,950,664

American Electric Power Co., Inc.

107,439

4,960,459

Calpine Corp. (a)

99,510

3,761,478

Cinergy Corp.

52,828

1,846,339

CMS Energy Corp.

43,407

1,208,885

Consolidated Edison, Inc.

70,657

2,812,149

Constellation Energy Group, Inc.

54,090

2,304,234

Dominion Resources, Inc.

79,825

4,799,877

DTE Energy Co.

57,146

2,653,860

Duke Energy Corp.

255,927

9,983,712

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utilities - continued

Edison International

108,086

$ 1,205,159

Entergy Corp.

74,250

2,850,458

Exelon Corp.

106,305

6,816,277

FirstEnergy Corp.

75,091

2,414,927

FPL Group, Inc.

59,018

3,553,474

GPU, Inc.

40,260

1,415,139

Mirant Corp.

113,013

3,887,647

Niagara Mohawk Holdings, Inc. (a)

53,745

950,749

PG&E Corp.

128,580

1,440,096

Pinnacle West Capital Corp.

28,181

1,335,779

PPL Corp.

48,353

2,659,415

Progress Energy, Inc.

68,502

3,077,110

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

71,990

3,520,311

Reliant Energy, Inc.

98,339

3,167,499

Southern Co.

225,545

5,243,921

TXU Corp.

86,082

4,147,431

Xcel Energy, Inc.

113,551

3,230,526

96,820,743

Gas Utilities - 0.4%

El Paso Corp.

165,762

8,709,135

KeySpan Corp.

45,469

1,658,709

Kinder Morgan, Inc.

38,543

1,936,786

Nicor, Inc.

15,671

610,856

NiSource, Inc.

68,665

1,876,614

ONEOK, Inc.

20,330

400,501

Peoples Energy Corp.

12,241

492,088

Sempra Energy

67,997

1,859,038

17,543,727

Multi-Utilities - 0.6%

Dynegy, Inc. Class A

107,820

5,013,630

Enron Corp.

249,137

12,207,713

Williams Companies, Inc.

160,984

5,304,423

22,525,766

TOTAL UTILITIES

136,890,236

TOTAL COMMON STOCKS

(Cost $2,604,560,897)

3,689,611,731

U.S. Treasury Obligations - 1.3%

Moody's Ratings
(unaudited)

Principal
Amount

U.S. Treasury Bills, yield at date of purchase 3.22% to 3.83% 7/5/01 to 8/16/01 (c)
(Cost $48,946,388)

-

$ 49,118,000

48,967,193

Cash Equivalents - 7.1%

Shares

Value (Note 1)

Daily Assets Institutional, 4.21% (b)
(Cost $264,338,290)

264,338,290

$ 264,338,290

TOTAL INVESTMENT PORTFOLIO - 107.1%

(Cost $2,917,845,575)

4,002,917,214

NET OTHER ASSETS - (7.1)%

(263,803,719)

NET ASSETS - 100%

$ 3,739,113,495

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

159 S&P 500 Stock Index Contracts

Sept. 2001

$ 48,960,075

$ (840,001)

The face value of futures purchased as a percentage of net assets - 1.3%

Legend

(a) Non-income producing

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

(c) 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 $4,979,664.

Other Information

Purchases of securities, other than short-term securities, aggregated $190,286,286. Sales of securities, other than short-term securities, aggregated $322,158,155, of which $165,309,648 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $(11,896,554) on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $506,011,149 and $477,443,988, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Deutsche Asset Management Inc. The commissions paid to these affiliated firms were $0 and $18,756, respectively for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,931,979,174. Net unrealized appreciation aggregated $1,070,938,040, of which $1,372,516,167 related to appreciated investment securities and $301,578,127 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

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

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $256,928,525) (cost $2,917,845,575) - See accompanying schedule

$ 4,002,917,214

Cash

29,876

Receivable for investments sold

281,642

Receivable for fund shares sold

2,822,639

Dividends receivable

2,759,130

Receivable for daily variation on futures contracts

183,769

Other receivables

81,075

Total assets

4,009,075,345

Liabilities

Payable for investments purchased

$ 3,656,999

Payable for fund shares redeemed

1,093,048

Accrued management fee

583,422

Distribution fees payable

2,198

Other payables and
accrued expenses

287,893

Collateral on securities loaned,
at value

264,338,290

Total liabilities

269,961,850

Net Assets

$ 3,739,113,495

Net Assets consist of:

Paid in capital

$ 2,683,678,810

Undistributed net investment income

18,913,909

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

(47,696,560)

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

1,084,217,336

Net Assets

$ 3,739,113,495

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,727,524,130 ÷ 26,972,083
shares)

$138.20

Service Class:
Net Asset Value, offering price
and redemption price per share
($589,770 ÷ 4,270 shares)

$138.12

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,999,595 ÷ 79,893 shares)

$137.68

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,195,284

Interest

959,846

Security lending

366,686

Total income

24,521,816

Expenses

Management fee

$ 4,662,667

Transfer agent fees

1,268,569

Distribution fees

9,549

Accounting fees

314,919

Non-interested trustees' compensation

6,870

Registration fees

4,363

Audit

24,276

Legal

9,488

Reports to shareholders

189,901

Miscellaneous

1,379

Total expenses before reductions

6,491,981

Expense reductions

(1,114,106)

5,377,875

Net investment income

19,143,941

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,314,386)

Foreign currency transactions

4,532

Futures contracts

2,069,773

(36,240,081)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(265,416,293)

Assets and liabilities in
foreign currencies

(14,302)

Futures contracts

(700,609)

(266,131,204)

Net gain (loss)

(302,371,285)

Net increase (decrease) in net assets resulting from operations

$ (283,227,344)

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

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 19,143,941

$ 44,181,536

Net realized gain (loss)

(36,240,081)

48,471,842

Change in net unrealized appreciation (depreciation)

(266,131,204)

(539,063,132)

Net increase (decrease) in net assets resulting from operations

(283,227,344)

(446,409,754)

Distributions to shareholders
From net investment income

(44,349,182)

(51,736,686)

From net realized gain

-

(22,615,438)

Total distributions

(44,349,182)

(74,352,124)

Share transactions - net increase (decrease)

(82,450,776)

(868,832,015)

Total increase (decrease) in net assets

(410,027,302)

(1,389,593,893)

Net Assets

Beginning of period

4,149,140,797

5,538,734,690

End of period (including undistributed net investment income of $18,913,909 and $44,119,720, respectively)

$ 3,739,113,495

$ 4,149,140,797

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,709,254

$ 524,138,294

8,463,215

$ 1,364,549,374

Reinvested

292,574

44,278,192

477,249

74,350,653

Redeemed

(4,774,553)

(662,569,033)

(14,280,085)

(2,308,173,895)

Net increase (decrease)

(772,725)

$ (94,152,547)

(5,339,621)

$ (869,273,868)

Service Class B
Sold

3,681

$ 515,201

600

$ 100,000

Reinvested

6

967

-

-

Redeemed

(17)

(2,347)

-

-

Net increase (decrease)

3,670

$ 513,821

600

$ 100,000

Service Class 2 A
Sold

80,096

$ 11,498,989

2,387

$ 375,234

Reinvested

464

70,023

9

1,470

Redeemed

(2,834)

(381,062)

(229)

(34,851)

Net increase (decrease)

77,726

$ 11,187,950

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 44,278,192

$ 51,735,663

Service Class B

967

-

Service Class 2 A

70,023

1,023

Total

$ 44,349,182

$ 51,736,686

From net realized gain
Initial Class

$ -

$ 22,614,991

Service Class B

-

-

Service Class 2 A

-

447

Total

$ -

$ 22,615,438

$ 44,349,182

$ 74,352,124

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

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

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

Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

.70 D

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(10.44)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(9.74)

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.59)

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

-

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(1.59)

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 138.20

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(6.61)%

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,727,524

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets before
expense reductions

.34% A

.33%

.34%

.35%

.40%

.43%

Ratio of expenses to average net assets after
voluntary waivers

.28% A

.28%

.28%

.28%

.28%

.28%

Ratio of net investment income to average net assets

.99% A

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10% A

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.46

$ 166.69

Income from Investment Operations

Net investment income D

.59

.65

Net realized and unrealized gain (loss)

(10.40)

(17.88)

Total from investment operations

(9.81)

(17.23)

Less Distributions

From net investment income

(1.53)

-

Net asset value, end of period

$ 138.12

$ 149.46

Total Return B, C

(6.65)%

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 590

$ 90

Ratio of expenses to average net assets before expense reductions

.78% A

.43% A, F

Ratio of expenses to average net assets after voluntary waivers

.38% A

.38% A

Ratio of net investment income to average net assets

.89% A

.84% A

Portfolio turnover rate

10% A

10%

A Annualized

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

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

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

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

F The annualized expense ratio before expense reductions reflects certain fund expenses and may not be representative of full period ratios.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.18

$ 163.25

Income from Investment Operations

Net investment income D

.50

1.04

Net realized and unrealized gain (loss)

(10.39)

(12.71)

Total from investment operations

(9.89)

(11.67)

Less Distributions

From net investment income

(1.61)

(1.67)

From net realized gain

-

(.73)

Total distributions

(1.61)

(2.40)

Net asset value, end of period

$ 137.68

$ 149.18

Total Return B, C

(6.72)%

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,000

$ 323

Ratio of expenses to average net assets before expense reductions

.61% A

.76% A

Ratio of expenses to average net assets after voluntary waivers

.53% A

.53% A

Ratio of net investment income to average net assets

.74% A

.69% A

Portfolio turnover rate

10% A

10%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

Index 500 Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Investment Grade Bond -
Initial Class

11.00%

7.24%

7.49%

LB Aggregate Bond

11.23%

7.48%

7.87%

Variable Annuity Intermediate Investment
Grade Debt Funds Average

10.11%

6.71%

7.38%

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

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity intermediate investment grade debt funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 34 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $20,597 - a 105.97% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,328 - a 113.28% increase.

Investment Summary

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa

53.7

Aa

3.9

A

11.3

Baa

15.8

Ba and Below

0.9

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P® ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of June 30, 2001

Years

7.8

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

13.9

Telecommunication Services

5.2

Utilities

2.7

Consumer Discretionary

2.6

Industrials

2.1

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the six months that ended June 30, 2001, the fund performed in line with the variable annuity intermediate investment grade debt funds average tracked by Lipper Inc., which returned 3.39%, and the Lehman Brothers Aggregate Bond Index, which returned 3.62%. For the 12 months that ended June 30, 2001, the fund topped the Lipper average, which returned 10.11%, yet slightly trailed the Lehman Brothers index, which returned 11.23%.

Q. What was the investment environment like for investment-grade bonds during the past six months?

A. Unique technical market conditions defined the landscape for bonds, which weathered the economic storm and turned in strong results during the six-month period. The Federal Reserve Board's monetary policy had a major influence on performance. Growing evidence of widespread weakness in the economy prompted the Fed to begin aggressively unwinding its previous tightening cycle by cutting the fed funds target rate on six occasions during the first half of 2001, two of which were unusual inter-meeting moves in January and April. As short-term interest rates fell, intermediate- and long-term rates actually rose as markets began to anticipate an economic recovery. This resulted in a dramatic steepening of the Treasury yield curve and a sharp rally in credit risk assets. All spread sectors outperformed Treasuries during this time frame, with corporate bonds posting the strongest returns by far, much of which came in January when yield spreads tightened significantly relative to government bonds. Another surprise rate cut in the spring spawned further spread tightening and secured top billing for the corporate sector during the period.

Q. What factors had the most influence on fund performance?

A. The fund's corporate bond holdings told the story. Yield curve positioning was important, as we were overweighted in the intermediate part of the curve where most of the spread tightening was concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key to performance, as we managed to capitalize on the volatility that marked the corporate market during the six-month period. When things were falling apart for corporates late in 2000, I took the opportunity to pick up some good values, significantly raising the fund's exposure to the sector. That move proved wise given January's tremendous rebound in the credit markets. We benefited from selling into this rally, particularly in the deeply depressed telecommunications sector, which we traded well throughout the period. Mortgage securities also proved to be fertile territory for us during the period. Emphasizing discount mortgages helped modestly, as rising mortgage rates during the second quarter of 2001 led to reduced prepayment risk, a plus in a market where the average bond now trades at a premium, or above face value. The fund also picked up some extra yield outside of the benchmark with positions in high-quality, short-term asset-backed securities, as well as from a higher-than-normal cash position early in the period when yields from short-term securities were extremely high due to an inverted yield curve.

Q. How important was diversification during the period?

A. It was invaluable. Given the rapid deterioration of market fundamentals in response to a sharply decelerating economy, even the best credit analysis was unable to fully insulate portfolios from companies that experienced sudden, severe financial stress. The only effective defense against negative credit event risk proved to be a highly diverse portfolio. Although we had a handful of bonds that performed poorly during the period, our positions were relatively small, and this helped limit our downside. This stance also helped us secure an edge over our Lipper peer average, which generally had more credit disappointments than we did. Relative to the index, we benefited from avoiding much of the meltdown in the technology space and the California utility debacle. Adding to our holdings in Yankee bonds - dollar-denominated securities issued by foreign entities - primarily those issued by top-tier European banks, telecom companies and Canadian provinces was an important defensive strategy that further aided performance. Reducing a long-standing overweighting in energy also proved wise, as softening global demand spelled trouble for many of these issues. In hindsight, though, I might have sold some of these bonds a little early.

Q. What's your outlook?

A. Just because bonds had a nice run during the past year doesn't mean that the streak is over. Even though I think the big returns in Treasuries are behind us, the asset class now represents an even smaller share - around 24% - of the overall investment-grade bond market. With much of the market trading at decade-high spread levels, the odds of seeing reasonably attractive fixed-income returns from here remain quite good even if Treasury yields were to stay put.

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


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of June 30, 2001, more than $1.0 billion

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 29.4%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.6%

Hotels Restaurants & Leisure - 0.1%

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

$ 1,400,000

$ 1,334,844

Media - 2.2%

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

Ba1

2,100,000

2,076,396

Clear Channel Communications, Inc. 7.875% 6/15/05

Baa3

4,000,000

4,189,160

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

A3

810,000

872,119

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,933,146

TCI Communications, Inc. 9.8% 2/1/12

A3

1,915,000

2,279,118

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

8,800,000

9,482,528

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

Baa1

1,240,000

1,342,759

23,175,226

Multiline Retail - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,791,630

Kmart Corp. 9.375% 2/1/06

Baa3

900,000

877,500

2,669,130

TOTAL CONSUMER DISCRETIONARY

27,179,200

CONSUMER STAPLES - 1.9%

Food Products - 0.5%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

1,270,000

1,293,609

Kellogg Co.:

6.6% 4/1/11 (c)

Baa2

2,400,000

2,325,000

7.45% 4/1/31 (c)

Baa2

1,600,000

1,592,128

5,210,737

Household Products - 0.2%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

2,007,420

6.625% 9/15/04

Baa3

350,000

343,861

2,351,281

Tobacco - 1.2%

Philip Morris Companies, Inc.:

6.95% 6/1/06

A2

5,000,000

5,109,250

7% 7/15/05

A2

1,500,000

1,539,555

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

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

Baa2

$ 5,325,000

$ 5,402,000

12,050,805

TOTAL CONSUMER STAPLES

19,612,823

ENERGY - 0.3%

Oil & Gas - 0.3%

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,097,000

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

1,270,000

1,320,381

3,417,381

FINANCIALS - 13.9%

Banks - 5.1%

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

A1

1,000,000

1,007,340

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,026,810

Bank of America Corp. 7.8% 2/15/10

Aa3

6,600,000

7,011,312

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

3,014,520

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,733,320

BankBoston Corp. 6.625% 12/1/05

A3

5,400,000

5,546,394

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,151,011

8.55% 9/29/49 (b)(c)

Aa2

1,160,000

1,247,186

Capital One Bank 6.375% 2/15/03

Baa2

930,000

931,934

First Union Corp. 7.55% 8/18/05

A1

1,475,000

1,560,830

First Union National Bank, North Carolina 7.8% 8/18/10

A1

5,000,000

5,318,000

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,775,207

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250,000

258,098

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

270,982

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,662,730

7.125% 4/22/04

Baa2

1,025,000

1,054,684

7.375% 9/17/04

Baa2

1,320,000

1,371,229

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

353,313

6.875% 11/15/02

Baa2

1,750,000

1,788,290

Merita Bank Ltd. yankee 6.5% 1/15/06

A1

1,500,000

1,523,685

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Banks - continued

Providian National Bank 6.75% 3/15/02

Baa3

$ 3,000,000

$ 3,029,610

Union Planters Corp.:

6.75% 11/1/05

Baa2

400,000

402,604

7.75% 3/1/11

Baa2

5,000,000

5,164,000

Union Planters National Bank 6.81% 8/20/01

A3

500,000

501,410

Wells Fargo Bank NA, San Francisco 7.55% 6/21/10

Aa2

900,000

953,145

51,657,644

Diversified Financials - 6.8%

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

A3

1,125,000

1,142,179

Amvescap PLC yankee 6.6% 5/15/05

A2

5,100,000

5,091,738

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

Aa3

2,500,000

2,524,150

Athena Neurosciences Finance LLC 7.25% 2/21/08

Baa2

5,050,000

5,145,900

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

1,100,000

1,167,012

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

Baa3

1,290,000

1,161,310

CIT Group, Inc. 5.5% 2/15/04

A2

500,000

494,065

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

3,010,345

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

1,800,000

1,797,820

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

A3

250,000

253,713

Ford Motor Credit Co.:

6.875% 2/1/06

A2

4,600,000

4,689,148

7.375% 2/1/11

A2

650,000

659,510

7.875% 6/15/10

A2

370,000

388,004

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

2,500,000

2,570,650

7.25% 3/2/11

A2

3,000,000

3,046,320

7.5% 7/15/05

A2

500,000

522,840

7.625% 6/15/04

A2

2,000,000

2,102,640

7.75% 1/19/10

A2

1,300,000

1,367,418

Household Finance Corp. 6.5% 1/24/06

A2

1,200,000

1,219,956

HSBC Capital Funding LP 9.547% 12/31/49 (b)(c)

A1

1,600,000

1,802,048

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

2,550,000

2,703,000

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Mellon Funding Corp. 7.5% 6/15/05

A1

$ 650,000

$ 690,001

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

2,500,000

2,518,325

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

A2

970,000

990,981

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

1,800,000

1,875,960

7.875% 11/15/10

Baa2

2,120,000

2,231,491

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

1,300,000

1,364,116

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

1,080,000

1,056,100

6.875% 11/15/28

Baa1

5,380,000

4,521,244

7.125% 1/30/06

Baa1

1,480,000

1,490,168

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,636,905

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

Baa3

810,000

842,400

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,900,000

2,916,936

6.75% 5/15/09

Baa1

785,000

743,780

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,600,000

1,731,328

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,560,000

69,029,501

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

816,450

Real Estate - 1.9%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,337,058

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

505,721

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,539,225

EOP Operating LP:

6.5% 1/15/04

Baa1

2,885,000

2,937,680

6.625% 2/15/05

Baa1

4,500,000

4,574,835

6.75% 2/15/08

Baa1

4,020,000

3,956,926

ERP Operating LP 7.1% 6/23/04

A3

1,000,000

1,032,140

Mack-Cali Realty LP 7.75% 2/15/11

Baa3

2,700,000

2,727,027

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

564,859

19,175,471

TOTAL FINANCIALS

140,679,066

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.3%

Raytheon Co. 7.9% 3/1/03

Baa3

2,735,000

2,811,908

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - 0.2%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

$ 550,000

$ 557,438

7.73% 9/15/12

Baa1

191,602

190,505

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

334,701

338,878

pass thru trust certificate:

7.57% 11/18/10

Aa2

465,000

489,138

7.92% 11/18/10

Aa3

500,000

523,825

2,099,784

Machinery - 0.5%

Tyco International Group SA yankee:

6.75% 2/15/11

Baa1

3,700,000

3,669,068

6.875% 1/15/29

Baa1

1,500,000

1,395,450

5,064,518

Road & Rail - 1.1%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

3,045,390

CSX Corp. 7.95% 5/1/27

Baa2

4,000,000

4,147,960

Norfolk Southern Corp.:

7.05% 5/1/37

Baa1

1,700,000

1,738,794

7.25% 2/15/31

Baa1

2,800,000

2,746,156

11,678,300

TOTAL INDUSTRIALS

21,654,510

INFORMATION TECHNOLOGY - 0.7%

IT Consulting & Services - 0.7%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

3,000,000

2,280,000

6.375% 11/30/01

Caa1

2,265,000

1,721,400

7.23% 8/16/01

Caa1

3,000,000

2,340,000

7.25% 9/1/02

Caa1

1,000,000

760,000

7,101,400

TELECOMMUNICATION SERVICES - 5.2%

Diversified Telecommunication Services - 4.8%

AT&T Corp. 6.5% 3/15/29

A2

7,845,000

6,679,390

British Telecommunications PLC 7.875% 12/15/05

Baa1

3,000,000

3,159,399

Cable & Wireless Optus Finance Property Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,072,820

8.125% 6/15/09 (c)

Baa1

3,000,000

3,212,850

Citizens Communications Co.:

8.5% 5/15/06

Baa2

1,750,000

1,784,825

9.25% 5/15/11

Baa2

2,900,000

3,003,965

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

France Telecom SA:

7.2% 3/1/06 (c)

A3

$ 4,700,000

$ 4,841,047

8.5% 3/1/31 (c)

A3

2,500,000

2,614,475

Koninklijke KPN NV:

8% 10/1/10

Baa2

3,000,000

2,858,970

8.375% 10/1/30

Baa2

1,900,000

1,729,418

SBC Communications, Inc. 5.75% 5/2/06

Aa3

5,205,000

5,130,360

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

Baa1

1,730,000

1,702,078

Telefonica Europe BV 8.25% 9/15/30

A2

560,000

587,541

Telefonos de Mexico SA de CV 8.25% 1/26/06 (c)

Baa3

2,500,000

2,575,000

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa1

3,048,000

3,027,396

7.7% 7/20/29

Baa1

1,066,000

1,040,640

TELUS Corp. yankee 7.5% 6/1/07

Baa2

3,210,000

3,258,150

48,278,324

Wireless Telecommunication Services - 0.4%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (c)

Baa2

4,000,000

4,156,160

TOTAL TELECOMMUNICATION SERVICES

52,434,484

UTILITIES - 2.7%

Electric Utilities - 1.7%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,373,955

7.05% 12/11/07 (c)

Baa2

3,000,000

2,856,480

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,526,550

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,227,154

Hydro-Quebec 6.3% 5/11/11

A2

8,000,000

7,870,960

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

A3

1,900,000

1,694,553

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

197,725

17,747,377

Gas Utilities - 0.7%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

445,000

439,304

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,314,738

7.625% 11/15/10

A3

925,000

969,215

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,933,611

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

1,000,000

1,044,370

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Gas Utilities - continued

Sempra Energy 7.95% 3/1/10

A2

$ 610,000

$ 604,321

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,040,740

7,346,299

Multi-Utilities - 0.3%

Citizens Utilities Co. 7.68% 10/1/34

Baa2

2,520,000

2,525,670

TOTAL UTILITIES

27,619,346

TOTAL NONCONVERTIBLE BONDS

(Cost $297,385,437)

299,698,210

U.S. Government and
Government Agency Obligations - 15.8%

U.S. Government Agency Obligations - 4.4%

Fannie Mae:

5.25% 6/15/06

Aaa

2,405,000

2,370,416

6.25% 2/1/11

Aa2

1,255,000

1,239,112

7.125% 6/15/10

Aaa

2,600,000

2,775,084

7.25% 1/15/10

Aaa

7,765,000

8,343,725

7.25% 5/15/30

Aaa

3,460,000

3,748,083

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,608

Federal Home Loan Bank 5% 2/28/03

Aaa

3,490,000

3,519,456

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,229,437

5.875% 3/21/11

Aa2

7,205,000

6,913,414

6% 6/15/11

Aaa

1,995,000

1,966,272

6.75% 3/15/31

Aaa

4,540,000

4,628,666

6.77% 9/15/02

Aaa

150,000

153,704

6.875% 1/15/05

Aaa

2,045,000

2,149,806

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Class 1-B, 8.5% 4/1/06

Aaa

1,343,084

1,463,442

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

139,153

141,553

Class 2-E, 9.4% 5/15/02

Aaa

57,689

59,169

Class 3-T, 9.625% 5/15/02

Aaa

3,226

3,300

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

$ 3,111

$ 3,118

Series 1993-D, 5.23% 5/15/05

Aaa

6,809

6,831

Series 1994-A, 7.12% 4/15/06

Aaa

5,205

5,447

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,182

5,455

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

4,706

4,781

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

80,675

81,856

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

81,000

81,616

6.86% 4/30/04

Aaa

687,550

706,207

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

44,610,558

U.S. Treasury Obligations - 11.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

21,980,000

22,766,444

6.25% 5/15/30

Aaa

2,800,000

2,965,788

11.25% 2/15/15

Aaa

14,060,000

21,274,467

12% 8/15/13

Aaa

20,280,000

28,065,695

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

10,350,000

10,346,792

4.625% 5/15/06

Aaa

16,790,000

16,559,138

5% 2/15/11

Aaa

1,525,000

1,479,479

6.5% 2/15/10

Aaa

4,450,000

4,779,567

7% 7/15/06

Aaa

7,645,000

8,292,455

TOTAL U.S. TREASURY OBLIGATIONS

116,529,825

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $160,389,442)

161,140,383

U.S. Government Agency -
Mortgage Securities - 38.2%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Fannie Mae - 28.6%

6% 2/1/13 to 2/1/29

Aaa

$ 11,649,658

$ 11,302,987

6% 7/1/31 (d)

Aaa

40,000,000

38,375,000

6.5% 2/1/10 to 6/1/31

Aaa

137,151,098

135,130,599

7% 12/1/24 to 6/1/31

Aaa

74,325,851

74,698,284

7.5% 7/1/07 to 2/1/31

Aaa

29,297,045

29,932,785

8% 3/1/23 to 3/1/30

Aaa

1,045,910

1,087,640

8.5% 3/1/25 to 6/1/25

Aaa

15,659

16,640

TOTAL FANNIE MAE

290,543,935

Freddie Mac - 0.2%

8.5% 3/1/20 to 1/1/28

Aaa

1,754,790

1,868,398

Government National Mortgage Association - 9.4%

6% 8/15/08 to 4/15/31

Aaa

35,956,191

34,876,665

6.5% 10/15/27 to 9/15/29 (e)

Aaa

53,716,584

53,147,447

7.5% 3/15/06 to 10/15/28

Aaa

7,420,906

7,626,335

8% 2/15/17

Aaa

97,034

102,047

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

95,752,494

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $389,873,358)

388,164,827

Asset-Backed Securities - 2.6%

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

A1

1,500,000

1,521,090

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

879,725

Capital One Master Trust 5.45% 3/16/09

Aaa

4,000,000

3,943,125

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

4,049,480

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

1,400,000

1,394,914

5.71% 9/15/05

A2

755,000

754,528

6.4% 12/15/02

Aaa

480,000

487,275

7.03% 11/15/03

Aaa

209,000

213,703

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

7,043,750

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Key Auto Finance Trust:

6.3% 10/15/03

A2

$ 38,768

$ 38,841

6.65% 10/15/03

Baa3

25,318

25,362

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

1,800,000

1,794,234

Railcar Trust 7.75% 6/1/04

Aaa

400,100

418,105

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

2,255,000

2,336,039

7.5% 11/15/07

A2

1,300,000

1,358,551

TOTAL ASSET-BACKED SECURITIES

(Cost $25,962,232)

26,258,722

Commercial Mortgage Securities - 1.9%

Commercial Resecuritization Trust sequential pay Series 1999-ABC1 Class A, 6.74% 1/1/09 (c)

Aaa

4,143,794

4,132,139

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (c)(f)

Aa1

633,875

634,284

Class E, 5.2838% 1/10/13 (c)(f)

Baa1

2,650,000

2,653,299

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

1,100,000

1,166,033

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

Baa2

1,080,000

1,078,475

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

3,000,000

3,191,010

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

517,031

Class C1, 7.52% 5/15/06 (c)

A2

500,000

515,781

Fannie Mae ACES sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10

Aaa

37,602

37,778

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

2,000,000

2,022,500

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (c)(f)

Baa3

$ 1,000,000

$ 938,125

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

Aaa

2,500,000

2,504,688

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $19,138,456)

19,391,143

Foreign Government and Government
Agency Obligations (g) - 1.7%

British Columbia Province yankee 7% 1/15/03

Aa2

500,000

515,955

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

517,100

Ontario Province 6% 2/21/06

Aa3

1,800,000

1,823,796

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,243

7.5% 7/15/23

A2

8,550,000

9,100,962

7% 1/30/07

A2

1,000,000

1,048,540

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,257,000

9.875% 2/1/10

Baa3

2,290,000

2,505,260

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $17,149,741)

17,023,856

Supranational Obligations - 0.4%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,105,320

Cash Equivalents - 15.2%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 4.12%, dated 6/29/01 due 7/2/01
(Cost $154,164,000)

$ 154,216,979

$ 154,164,000

TOTAL INVESTMENT
PORTFOLIO - 105.2%

(Cost $1,068,037,506)



1,069,946,461

NET OTHER ASSETS - (5.2)%

(53,208,179)

NET ASSETS - 100%

$ 1,016,738,282

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $48,119,487 or 4.7% of net assets.

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

(e) A portion of the security is subject to a forward commitment to sell.

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

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

68.9%

AAA, AA, A

64.9%

Baa

15.8%

BBB

14.3%

Ba

0.2%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.7%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $1,276,155,467 and $1,112,906,185, respectively, of which long-term U.S. government and government agency obligations aggregated $1,042,449,859 and $958,691,189, respectively.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,068,350,423. Net unrealized appreciation aggregated $1,596,038, of which $11,572,894 related to appreciated investment securities and $9,976,856 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,713,000 of which $11,269,000 and $11,444,000 will expire on December 31, 2007 and 2008, respectively.

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

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $27,233,150 and repurchase agreements of $154,164,000) (cost $1,068,037,506) -
See accompanying schedule

$ 1,069,946,461

Commitment to sell securities on a delayed delivery basis

$ (39,550,000)

Receivable for securities sold on a delayed delivery basis

39,762,500

212,500

Receivable for investments sold, regular delivery

627,598

Cash

135,735

Receivable for fund shares sold

2,873,914

Interest receivable

11,775,762

Total assets

1,085,571,970

Liabilities

Payable for investments purchased on a delayed delivery basis

38,800,000

Payable for fund shares redeemed

1,809,211

Accrued management fee

353,936

Distribution fees payable

1,027

Other payables and
accrued expenses

125,953

Collateral on securities loaned,
at value

27,743,561

Total liabilities

68,833,688

Net Assets

$ 1,016,738,282

Net Assets consist of:

Paid in capital

$ 1,004,971,622

Undistributed net investment income

26,020,290

Accumulated undistributed
net realized gain (loss)
on investments

(16,375,085)

Net unrealized appreciation (depreciation) on investments

2,121,455

Net Assets

$ 1,016,738,282

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($1,010,538,389 ÷ 81,909,834 shares)

$12.34

Service Class:
Net Asset Value, offering price
and redemption price per
share ($110,332 ÷
8,957 shares)

$12.32

Service Class 2:
Net Asset Value, offering price and redemption price per
share ($6,089,561 ÷
496,592 shares)

$12.26

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 28,750,589

Security lending

34,524

Total Income

28,785,113

Expenses

Management fee

$ 1,913,015

Transfer agent fees

306,058

Distribution fees

2,891

Accounting and security lending fees

114,907

Non-interested trustees' compensation

1,506

Custodian fees and expenses

37,477

Audit

11,693

Legal

1,375

Reports to shareholders

62,827

Total expenses before reductions

2,451,749

Expense reductions

(3,277)

2,448,472

Net investment income

26,336,641

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

7,177,230

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,669,637)

Delayed delivery commitments

212,500

(5,457,137)

Net gain (loss)

1,720,093

Net increase (decrease) in net assets resulting from operations

$ 28,056,734

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

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 26,336,641

$ 41,654,684

Net realized gain (loss)

7,177,230

(10,492,303)

Change in net unrealized appreciation (depreciation)

(5,457,137)

37,499,798

Net increase (decrease) in net assets resulting from operations

28,056,734

68,662,179

Distributions to shareholders
From net investment income

(42,039,084)

(43,339,425)

Share transactions - net increase (decrease)

290,474,383

56,071,728

Total increase (decrease) in net assets

276,492,033

81,394,482

Net Assets

Beginning of period

740,246,249

658,851,767

End of period (including undistributed net investment income of $26,020,290 and $41,328,235, respectively)

$ 1,016,738,282

$ 740,246,249

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

29,866,715

$ 368,132,748

20,063,685

$ 241,746,618

Reinvested

3,464,378

41,988,258

3,827,956

43,332,459

Redeemed

(10,188,060)

(125,511,382)

(19,290,975)

(229,327,088)

Net increase (decrease)

23,143,033

$ 284,609,624

4,600,666

$ 55,751,989

Service Class A
Sold

-

$ -

8,474

$ 100,000

Reinvested

483

5,847

-

-

Redeemed

-

-

-

-

Net increase (decrease)

483

$ 5,847

8,474

$ 100,000

Service Class 2 B
Sold

491,352

$ 6,019,433

17,796

$ 214,552

Reinvested

3,730

44,979

615

6,965

Redeemed

(16,754)

(205,500)

(147)

(1,778)

Net increase (decrease)

478,328

$ 5,858,912

18,264

$ 219,739

Distributions
From net investment income
Initial Class

$ 41,988,258

$ 43,332,459

Service Class A

5,847

-

Service Class 2 B

44,979

6,966

Total

$ 42,039,084

$ 43,339,425

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

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

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

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.360 C, E

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.080 E

.499

(.873)

.335

.291

(.290)

Total from investment operations

.440

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.690)

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

-

(.160)

(.070)

-

-

Total distributions

(.690)

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.340

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

3.59%

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,010,538

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.55% A

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

5.92% A, E

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

275% A

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 12.580

$ 11.800

Income from Investment Operations

Net investment income C

.355 E

.377

Net realized and unrealized gain (loss)

.075 E

.403

Total from investment operations

.430

.780

Less Distributions

From net investment income

(.690)

-

Net asset value, end of period

$ 12.320

$ 12.580

Total Return B

3.51%

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 110

$ 107

Ratio of expenses to average net assets

.65% A

.64% A

Ratio of net investment income to average net assets

5.83% A, E

6.40% A

Portfolio turnover rate

275% A

154%

A Annualized

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

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

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

E Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 for Initial Class and $.008 for Service Class and increase net realized and unrealized gain (loss) per share by $.008 for Initial Class and $.008 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 6.06% for Initial Class and 5.97% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 12.540

$ 12.060

Income from Investment Operations

Net investment income D

.326 F

.686

Net realized and unrealized gain (loss)

.084 F

.634

Total from investment operations

.410

1.320

Less Distributions

From net investment income

(.690)

(.840)

Net asset value, end of period

$ 12.260

$ 12.540

Total Return B, C

3.36%

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 6,090

$ 229

Ratio of expenses to average net assets before expense reductions

.87% A

1.75% A

Ratio of expenses to average net assets after voluntary waivers

.87% A

1.05% A

Ratio of net investment income to average net assets

5.61% A, F

5.99% A

Portfolio turnover rate

275% A

154%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 and increase net realized and unrealized gain (loss) per share by $.008. Without this change the Ratio of net investment income to average net assets would have been 5.75%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity ® VIP: Mid Cap - Initial Class

1.41%

29.96%

S&P ® MidCap 400

8.87%

15.51%

Variable Annuity Mid-Cap Funds Average

-9.90%

n/a*

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

You can compare the fund's returns to the performance of the Standard & Poor's ® MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity mid-cap funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 137 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Mid Cap Portfolio - Initial Class on December 28, 1998, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,288 - a 92.88% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,355 - a 43.55% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Freddie Mac

4.3

Fannie Mae

2.2

USA Education, Inc.

2.0

IDEC Pharmaceuticals Corp.

1.2

Newmont Mining Corp.

1.2

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.7

Health Care

13.9

Materials

10.2

Consumer Staples

9.2

Industrials

7.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

81.6%

Bonds

3.5%

Short-Term Investments and Net Other Assets

14.9%



* Foreign investments 7.3%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Thomas Allen became Portfolio Manager of Mid Cap Portfolio on June 13, 2001.

Q. How did the fund perform, Tom?

A. The fund underperformed the Standard & Poor's® MidCap 400 Index, which returned 0.97% for the six-month period ending June 30, 2001, but outperformed the variable annuity mid-cap funds average monitored by Lipper Inc., which returned -6.84%. For the 12 months ending June 30, 2001, the fund underperformed the S&P® MidCap index, which had a total return of 8.87%, but significantly beat the mid-cap funds average, which returned -9.90%.

Q. What were the main factors affecting performance during the period?

A. The fund significantly underweighted technology stocks throughout the period, while overweighting financial stocks, especially government-sponsored enterprises. Tech stocks were de-emphasized because of concerns about their high valuations at a time of slowing growth among Internet and telecommunications companies. As demand in these industries plateaued, companies found themselves saddled with overbuilt equipment inventories. On June 30, information technology stocks accounted for only 5.1% of the fund's net assets, compared with a 17.7% weighting for the MidCap index. During the first several months of the period, this underweighting helped the fund's relative performance, especially compared with its mutual fund peers, many of which had large tech positions. However, the fund missed most of the upside during the latter part of the period when tech stocks rallied. The fund did invest in biotechnology companies as a hedge against its underweighting of technology. Unfortunately, those stocks fell along with the tech sector on the down side, but didn't participate in the tech rally later in the period.

Q. The fund's three largest holdings at the end of the period all were government-sponsored financial enterprises. Why?

A. The fund was invested in Fannie Mae and Freddie Mac, both of which are involved in home mortgages, and also in USA Education - formerly known as Sallie Mae - which deals with student loans. These investments were held primarily as part of a defensive strategy, since these stocks normally would benefit from declining interest rates, while not being as vulnerable as banks are to credit quality issues when economic growth slows significantly. While these holdings did relatively well, their performance did not make up for the performance lost by not participating more broadly in the technology rally.

Q. What changes have you made since taking over the fund?

A. I've bought smaller stocks that I'm familiar with that have appealing valuations and that probably have greater earnings growth potential than the typical stock that makes up the benchmark. As a former small-cap analyst, I'm comfortable buying stocks at the smaller end of the mid-cap range. I'm generally interested in service businesses, especially those with recurring revenues. I'm also on the lookout for companies whose stock prices represent good values vis á vis their growth potential and where the balance sheet is acceptable and hopefully improving.

Q. Which specific stocks helped performance?

A. Freddie Mac was a positive contributor, as was Tosco, which did well on news that it had become an acquisition target of Phillips Petroleum. Several consumer staples investments also helped; in particular, RJ Reynolds and Philip Morris benefited from an easing of the threat of tobacco litigation. Philip Morris also rose on positive investor sentiment over the impending spin-off of its Kraft Foods division.

Q. What investments detracted from performance?

A. Underweighting technology was the biggest detractor during the late-period rally in the sector. Among individual stocks, Sepracor was a disappointment. This biotech company has been involved in research to develop solutions to reduce the side effects of several major drugs; however, major pharmaceutical companies backed away from their initial interest in Sepracor's products, and the stock price fell accordingly. Another disappointing performer was Pegasus, a satellite television company the fund invested in based partly on the perception that the company was a potential acquisition target. Consolidation in the direct TV industry was slower than expected, however, and Pegasus' stock did not live up to expectations.

Q. What's your near-term outlook, Tom?

A. I'm cautious as a result of the slowing economic trends we've been seeing. In particular, I'm concerned about overall consumer demand, the potential for credit risk in the financial services sector and the relatively high valuations in the stock market from a long-term historical perspective. At the same time, I'm looking for signs of pick-up in economic activity and the opportunities that may occur as the second half of the year unfolds.

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


Fund Facts

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

Start date: December 28, 1998

Size: as of June 30, 2001, more than
$ 1.0 billion

Manager: Thomas Allen, since June 2001; joined Fidelity in 1995

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 81.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.0%

Auto Components - 0.4%

Superior Industries International, Inc.

36,300

$ 1,390,290

TRW, Inc.

67,200

2,755,200

4,145,490

Automobiles - 0.2%

DaimlerChrysler AG (Reg.)

38,800

1,775,876

Distributors - 0.0%

Brightpoint, Inc. (a)

28,700

86,961

Hotels, Restaurants & Leisure - 1.3%

Brinker International, Inc. (a)

81,500

2,106,775

Darden Restaurants, Inc.

39,600

1,104,840

International Game Technology (a)

54,500

3,419,875

Jack in the Box, Inc. (a)

38,480

1,004,328

Tricon Global Restaurants, Inc. (a)

76,200

3,345,180

Wendy's International, Inc.

81,400

2,078,956

13,059,954

Household Durables - 0.4%

Ethan Allen Interiors, Inc.

38,200

1,241,500

Furniture Brands International, Inc. (a)

36,300

1,016,400

M.D.C. Holdings, Inc.

33,600

1,189,440

Mohawk Industries, Inc. (a)

16,800

591,360

4,038,700

Leisure Equipment & Products - 0.2%

Mattel, Inc.

105,100

1,988,492

Media - 0.3%

Chris-Craft Industries, Inc. (a)

9,700

692,580

Pegasus Communications Corp. (a)

68,400

1,178,532

Scholastic Corp. (a)

22,200

939,060

2,810,172

Multiline Retail - 0.5%

Big Lots, Inc. (a)

62,200

850,896

Costco Wholesale Corp. (a)

20,600

863,758

Kmart Corp. (a)

347,400

3,984,678

5,699,332

Specialty Retail - 1.9%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

408,170

4,734,772

AutoZone, Inc. (a)

77,100

2,891,250

Galyan's Trading Co., Inc. (a)

250,000

5,112,500

O'Reilly Automotive, Inc. (a)

51,900

1,471,365

Pier 1 Imports, Inc.

261,000

3,001,500

19,890,287

Textiles & Apparel - 0.8%

Jones Apparel Group, Inc. (a)

106,600

4,605,120

Liz Claiborne, Inc.

18,470

931,812

Reebok International Ltd. (a)

89,750

2,867,513

8,404,445

TOTAL CONSUMER DISCRETIONARY

61,899,709

Shares

Value (Note 1)

CONSUMER STAPLES - 9.2%

Beverages - 0.7%

Pepsi Bottling Group, Inc.

121,800

$ 4,884,180

PepsiCo, Inc.

45,200

1,997,840

6,882,020

Food & Drug Retailing - 2.8%

CVS Corp.

24,800

957,280

Delhaize Freres & Compagnie Le Lion SA sponsored ADR

51,840

3,040,416

Fleming Companies, Inc.

120,000

4,284,000

George Weston Ltd.

43,450

2,526,069

Kroger Co. (a)

138,100

3,452,500

Performance Food Group Co. (a)

71,100

1,936,764

Rite Aid Corp. (a)

204,800

1,843,200

Rite Aid Corp. (a)(c)

98,000

793,800

Safeway, Inc. (a)

43,100

2,068,800

Sysco Corp.

239,000

6,488,850

Walgreen Co.

41,100

1,403,565

28,795,244

Food Products - 3.1%

Archer-Daniels-Midland Co.

274,900

3,573,700

Earthgrains Co.

173,700

4,516,200

Flowers Foods, Inc. (a)

81,340

2,550,009

H.J. Heinz Co.

42,200

1,725,558

Hershey Foods Corp.

87,900

5,424,309

Hormel Foods Corp.

64,100

1,560,194

IBP, Inc.

59,400

1,499,850

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

100,200

4,210,404

Nestle SA (Reg.)

17,000

3,620,853

Smithfield Foods, Inc. (a)

23,900

963,170

Wm. Wrigley Jr. Co.

51,800

2,426,830

32,071,077

Household Products - 0.3%

Kimberly-Clark Corp.

61,600

3,443,440

Personal Products - 0.5%

Alberto-Culver Co. Class B

102,000

4,288,080

Carter-Wallace, Inc.

59,500

1,151,325

5,439,405

Tobacco - 1.8%

Philip Morris Companies, Inc.

184,700

9,373,525

RJ Reynolds Tobacco Holdings, Inc.

169,300

9,243,780

18,617,305

TOTAL CONSUMER STAPLES

95,248,491

ENERGY - 3.8%

Energy Equipment & Services - 1.2%

BJ Services Co. (a)

41,960

1,190,825

Cooper Cameron Corp. (a)

26,760

1,493,208

ENSCO International, Inc.

44,910

1,050,894

Global Marine, Inc. (a)

106,200

1,978,506

Pride International, Inc. (a)

19,500

370,500

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Smith International, Inc. (a)

13,700

$ 820,630

Tidewater, Inc.

39,450

1,487,265

Transocean Sedco Forex, Inc.

22,300

919,875

Varco International, Inc. (a)

66,148

1,231,005

Weatherford International, Inc. (a)

40,730

1,955,040

12,497,748

Oil & Gas - 2.6%

Apache Corp.

16,550

839,913

Burlington Resources, Inc.

26,500

1,058,675

Conoco, Inc. Class B

189,000

5,462,100

Devon Energy Corp.

11,961

627,974

EOG Resources, Inc.

58,500

2,079,675

Equitable Resources, Inc.

88,800

2,957,928

Noble Affiliates, Inc.

20,370

720,080

Occidental Petroleum Corp.

91,900

2,443,621

Texaco, Inc.

21,400

1,425,240

Tosco Corp.

145,330

6,401,787

USX - Marathon Group

70,400

2,077,504

26,094,497

TOTAL ENERGY

38,592,245

FINANCIALS - 20.7%

Banks - 1.7%

Commerce Bancorp, Inc.

36,320

2,546,032

Dime Bancorp, Inc.

144,490

5,382,253

Greenpoint Financial Corp.

57,200

2,196,480

Investors Financial Services Corp.

4,300

289,691

Mercantile Bankshares Corp.

28,400

1,122,368

North Fork Bancorp, Inc.

136,000

4,216,000

SouthTrust Corp.

44,800

1,164,800

Washington Mutual, Inc.

22,980

862,899

17,780,523

Diversified Financials - 10.5%

AMBAC Financial Group, Inc.

214,410

12,478,662

Countrywide Credit Industries, Inc.

135,644

6,223,347

Fannie Mae

259,500

22,096,425

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

76,200

2,453,640

Freddie Mac

635,810

44,506,694

Student Loan Corp.

2,000

139,500

USA Education, Inc.

284,360

20,758,280

108,656,548

Insurance - 8.5%

ACE Ltd.

155,700

6,086,313

AFLAC, Inc.

21,500

677,035

Allmerica Financial Corp.

10,020

576,150

Allstate Corp.

103,700

4,561,763

American Financial Group, Inc.

43,900

1,330,170

American International Group, Inc.

300

25,800

Shares

Value (Note 1)

Arthur J. Gallagher & Co.

50,300

$ 1,307,800

Berkshire Hathaway, Inc.:

Class A (a)

101

6,989,200

Class B (a)

2,543

5,848,900

Everest Re Group Ltd.

52,880

3,955,424

Fidelity National Financial, Inc.

426,000

10,466,820

First American Corp.

355,600

6,735,064

Hilb, Rogal & Hamilton Co.

22,200

971,250

Leucadia National Corp.

12,500

405,625

Loews Corp.

61,800

3,981,774

Markel Corp. (a)

5,700

1,120,050

MBIA, Inc.

134,415

7,484,227

Mercury General Corp.

49,100

1,717,027

MetLife, Inc.

60,000

1,858,800

PartnerRe Ltd.

28,100

1,556,740

Progressive Corp.

21,300

2,879,547

Protective Life Corp.

78,880

2,711,106

RenaissanceRe Holdings Ltd.

14,100

1,044,810

SAFECO Corp.

28,800

853,632

The Chubb Corp.

59,860

4,634,960

The St. Paul Companies, Inc.

29,200

1,480,148

Unitrin, Inc.

4,700

180,480

UnumProvident Corp.

31,300

1,005,356

Xl Capital Ltd. Class A

57,400

4,712,540

87,158,511

TOTAL FINANCIALS

213,595,582

HEALTH CARE - 13.9%

Biotechnology - 3.7%

Chiron Corp. (a)

14,300

746,317

CV Therapeutics, Inc. (a)

16,805

952,339

Genzyme Corp. - General Division (a)

166,408

9,764,821

Gilead Sciences, Inc. (a)

89,100

5,290,758

IDEC Pharmaceuticals Corp. (a)

196,700

12,748,127

Millennium Pharmaceuticals, Inc. (a)

101,224

3,431,494

Sepracor, Inc. (a)

41,160

1,634,875

Techne Corp. (a)

32,900

987,000

Transkaryotic Therapies, Inc. (a)

65,900

1,924,280

Vertex Pharmaceuticals, Inc. (a)

10,850

526,225

38,006,236

Health Care Equipment & Supplies - 2.1%

Apogent Technologies, Inc.

71,700

1,763,820

Becton, Dickinson & Co.

55,000

1,968,450

Biomet, Inc.

66,300

3,186,378

DENTSPLY International, Inc.

5,200

231,140

Hillenbrand Industries, Inc.

73,000

4,169,030

Invacare Corp.

46,800

1,807,884

Novoste Corp. (a)

19,400

494,700

St. Jude Medical, Inc. (a)

111,500

6,690,000

Stryker Corp.

12,200

669,170

Varian Medical Systems, Inc. (a)

15,300

1,093,950

22,074,522

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - 5.2%

AmeriPath, Inc. (a)

92,000

$ 2,662,480

AmeriSource Health Corp. Class A (a)

57,510

3,180,303

Andrx Group (a)

47,200

3,581,064

Apria Healthcare Group, Inc. (a)

37,000

1,067,450

Cardinal Health, Inc.

43,950

3,032,550

Caremark Rx, Inc. (a)

72,050

1,185,223

CIGNA Corp.

46,050

4,412,511

Express Scripts, Inc. (a)

25,760

1,399,283

First Health Group Corp. (a)

57,800

1,546,728

HCA - The Healthcare Co.

62,600

2,828,894

Health Management Associates, Inc. Class A (a)

245,700

5,169,528

HealthSouth Corp. (a)

131,200

2,095,264

LifePoint Hospitals, Inc. (a)

33,900

1,504,143

Lincare Holdings, Inc. (a)

88,600

2,900,764

Manor Care, Inc. (a)

65,800

2,089,150

McKesson HBOC, Inc.

45,500

1,688,960

Oxford Health Plans, Inc. (a)

132,300

3,783,780

Priority Healthcare Corp. Class B (a)

32,200

910,938

Quest Diagnostics, Inc. (a)

20,400

1,526,940

Service Corp. International (SCI) (a)

56,500

359,340

Tenet Healthcare Corp. (a)

95,600

4,932,004

Triad Hospitals, Inc. (a)

24,395

718,921

Unilab Corp.

600

15,270

Wellpoint Health Networks, Inc. (a)

8,200

772,768

53,364,256

Pharmaceuticals - 2.9%

Barr Laboratories, Inc. (a)

33,000

2,323,530

Biovail Corp. (a)

68,500

3,001,060

ImClone Systems, Inc. (a)

98,300

5,013,300

IVAX Corp. (a)

133,950

5,224,050

King Pharmaceuticals, Inc. (a)

122,500

6,584,375

Mylan Laboratories, Inc.

34,400

967,672

PRAECIS Pharmaceuticals, Inc. (a)

39,070

557,138

Teva Pharmaceutical Industries Ltd. sponsored ADR

108,100

6,723,820

30,394,945

TOTAL HEALTH CARE

143,839,959

INDUSTRIALS - 7.3%

Aerospace & Defense - 0.2%

L-3 Communications Holdings, Inc. (a)

23,700

1,808,310

Raytheon Co.

2,000

53,100

1,861,410

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

40,900

2,500,217

Shares

Value (Note 1)

Forward Air Corp. (a)

7,285

$ 205,510

United Parcel Service, Inc. Class B

13,500

780,300

3,486,027

Building Products - 0.9%

American Standard Companies, Inc. (a)

113,830

6,841,183

Masco Corp.

18,300

456,768

York International Corp.

70,500

2,468,910

9,766,861

Commercial Services & Supplies - 2.8%

Avery Dennison Corp.

34,300

1,751,015

ChoicePoint, Inc. (a)

100,500

4,226,025

Concord EFS, Inc. (a)

70,722

3,927,900

DST Systems, Inc. (a)

23,600

1,243,720

Ecolab, Inc.

47,700

1,954,269

Fiserv, Inc. (a)

48,100

2,982,200

National Processing, Inc. (a)

33,900

949,200

NCO Group, Inc. (a)

167,200

5,171,496

The BISYS Group, Inc. (a)

108,800

6,517,120

28,722,945

Construction & Engineering - 0.2%

Fluor Corp.

26,000

1,173,900

Granite Construction, Inc.

34,300

871,906

2,045,806

Machinery - 0.7%

Danaher Corp.

34,800

1,948,800

Flowserve Corp. (a)

97,800

3,007,350

Parker-Hannifin Corp.

32,300

1,370,812

Tennant Co.

18,800

752,000

7,078,962

Marine - 0.1%

Teekay Shipping Corp.

25,200

1,008,504

Road & Rail - 2.1%

Burlington Northern Santa Fe Corp.

31,600

953,372

C.H. Robinson Worldwide, Inc.

44,650

1,249,754

Canadian National Railway Co.

142,500

5,780,945

CSX Corp.

175,500

6,360,120

GATX Corp.

11,300

453,130

Landstar System, Inc. (a)

21,800

1,484,580

Norfolk Southern Corp.

70,000

1,449,000

Union Pacific Corp.

63,450

3,484,040

21,214,941

TOTAL INDUSTRIALS

75,185,456

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.2%

Finisar Corp. (a)

40,700

757,427

Polycom, Inc. (a)

35,800

793,686

Tellium, Inc.

1,400

23,828

1,574,941

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Quantum Corp. - DLT & Storage Systems Group (a)

78,300

$ 790,047

StorageNetworks, Inc.

38,200

647,108

1,437,155

Electronic Equipment & Instruments - 1.2%

Avnet, Inc.

46,000

1,031,320

Diebold, Inc.

42,200

1,356,730

Kopin Corp. (a)

31,400

345,400

Mettler-Toledo International, Inc. (a)

132,700

5,739,275

PerkinElmer, Inc.

3,600

99,108

Thermo Electron Corp. (a)

27,800

612,156

Waters Corp. (a)

126,520

3,493,217

12,677,206

Internet Software & Services - 0.2%

Homestore.com, Inc. (a)

74,300

2,576,724

IT Consulting & Services - 1.6%

Affiliated Computer Services, Inc.
Class A (a)

109,120

7,846,819

SunGard Data Systems, Inc. (a)

273,960

8,221,540

16,068,359

Semiconductor Equipment & Products - 0.6%

Atmel Corp. (a)

167,200

2,165,240

Cypress Semiconductor Corp. (a)

41,100

980,235

MIPS Technologies, Inc.:

Class A (a)

26,400

383,328

Class B (a)

4,000

51,600

RF Micro Devices, Inc. (a)

71,900

1,901,755

Transmeta Corp.

59,800

328,900

TriQuint Semiconductor, Inc. (a)

12,900

265,095

6,076,153

Software - 1.2%

Borland Software Corp. (a)

102,400

1,541,120

Cadence Design Systems, Inc. (a)

122,200

2,276,586

Compuware Corp. (a)

168,100

2,296,246

Electronic Arts, Inc. (a)

71,900

4,133,531

Inktomi Corp. (a)

188,400

1,721,976

Numerical Technologies, Inc. (a)

14,200

282,012

12,251,471

TOTAL INFORMATION TECHNOLOGY

52,662,009

MATERIALS - 10.2%

Chemicals - 2.6%

Agrium, Inc.

428,100

4,244,241

Engelhard Corp.

33,200

856,228

Georgia Gulf Corp.

119,600

1,853,800

IMC Global, Inc.

216,500

2,208,300

Lyondell Chemical Co.

29,480

453,402

Olin Corp.

54,500

925,955

Shares

Value (Note 1)

OM Group, Inc.

26,300

$ 1,479,375

Potash Corp. of Saskatchewan

100,620

5,781,995

Praxair, Inc.

41,900

1,969,300

Sigma Aldrich Corp.

171,300

6,937,650

26,710,246

Containers & Packaging - 1.4%

Ball Corp.

34,200

1,626,552

Ivex Packaging Corp. (a)

36,900

701,100

Packaging Corp. of America (a)

123,400

1,916,402

Pactiv Corp. (a)

383,900

5,144,260

Sealed Air Corp. (a)

104,700

3,900,075

Smurfit-Stone Container Corp. (a)

78,000

1,219,140

14,507,529

Metals & Mining - 5.1%

Agnico-Eagle Mines Ltd.

151,630

1,301,975

AK Steel Holding Corp.

29,600

371,184

Alcan, Inc.

76,700

3,232,140

Allegheny Technologies, Inc.

91,900

1,662,471

Antofagasta Holdings PLC

62,400

413,063

Arch Coal, Inc.

38,300

990,821

Barrick Gold Corp.

449,440

6,857,374

Bethlehem Steel Corp. (a)

394,700

797,294

Century Aluminum Co.

32,200

510,048

CONSOL Energy, Inc.

47,000

1,189,100

Falconbridge Ltd.

128,200

1,375,144

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

111,400

1,230,970

Kaiser Aluminum Corp. (a)

4,700

18,706

Meridian Gold, Inc. (a)

307,900

2,416,018

Newmont Mining Corp.

672,380

12,512,992

Nucor Corp.

27,500

1,344,475

Outokumpu Oyj (A Shares)

195,200

1,583,790

Phelps Dodge Corp.

64,300

2,668,450

Placer Dome, Inc.

586,530

5,733,583

Steel Dynamics, Inc. (a)

3,700

44,770

Stillwater Mining Co. (a)

155,020

4,534,335

USX - U.S. Steel Group

51,100

1,029,665

Worthington Industries, Inc.

24,000

326,400

52,144,768

Paper & Forest Products - 1.1%

Bowater, Inc.

33,500

1,498,790

Georgia-Pacific Group

77,000

2,606,450

International Paper Co.

96,300

3,437,910

Mead Corp.

34,600

939,044

Weyerhaeuser Co.

57,000

3,133,290

11,615,484

TOTAL MATERIALS

104,978,027

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.8%

CenturyTel, Inc.

189,800

5,750,940

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Citizens Communications Co. (a)

105,200

$ 1,265,556

SBC Communications, Inc.

42,400

1,698,544

8,715,040

Wireless Telecommunication Services - 0.2%

Metro One Telecommunications, Inc. (a)

21,600

1,401,408

Western Wireless Corp. Class A (a)

10,000

417,000

1,818,408

TOTAL TELECOMMUNICATION SERVICES

10,533,448

UTILITIES - 4.4%

Electric Utilities - 3.4%

Allegheny Energy, Inc.

71,400

3,445,050

Alliant Energy Corp.

29,200

851,180

Ameren Corp.

72,100

3,078,670

American Electric Power Co., Inc.

97,000

4,478,490

DPL, Inc.

115,000

3,330,400

Duke Energy Corp.

48,800

1,903,688

Exelon Corp.

45,000

2,885,400

Mirant Corp.

32,590

1,121,096

NSTAR

37,800

1,608,768

Public Service Enterprise Group, Inc.

36,400

1,779,960

Reliant Energy, Inc.

46,000

1,481,660

Southern Co.

171,500

3,987,375

TXU Corp.

43,400

2,091,012

Xcel Energy, Inc.

86,800

2,469,460

34,512,209

Gas Utilities - 0.6%

Kinder Morgan, Inc.

60,180

3,024,045

NiSource, Inc.

91,370

2,497,142

Sempra Energy

36,000

984,240

Southwestern Energy Co. (a)

500

6,125

6,511,552

Multi-Utilities - 0.4%

SCANA Corp.

66,000

1,874,400

Utilicorp United, Inc.

81,545

2,491,200

4,365,600

TOTAL UTILITIES

45,389,361

TOTAL COMMON STOCKS

(Cost $765,970,368)

841,924,287

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Diversified Financials - 0.0%

Mirant Trust I Series A, $3.12
(Cost $130,000)

2,600

187,200

U.S. Treasury Obligations - 3.5%

Moody's Ratings
(unaudited)

Principal
Amount

Value
(Note 1)

U.S. Treasury Bonds:

5.25% 11/15/28

Aaa

$ 5,750,000

$ 5,252,280

5.25% 2/15/29

Aaa

6,900,000

6,309,153

5.5% 8/15/28

Aaa

6,200,000

5,871,586

6.125% 8/15/29

Aaa

5,700,000

5,903,946

6.25% 5/15/30

Aaa

4,800,000

5,084,208

U.S. Treasury Notes:

5.75% 8/15/10

Aaa

1,200,000

1,227,780

6.5% 2/15/10

Aaa

6,100,000

6,551,766

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $37,861,650)

36,200,719

Cash Equivalents - 15.8%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 4,891,624

4,890,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

150,867,003

150,867,003

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

7,428,200

7,428,200

TOTAL CASH EQUIVALENTS

(Cost $163,185,203)

163,185,203

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $967,147,221)

1,041,497,409

NET OTHER ASSETS - (0.9)%

(9,118,310)

NET ASSETS - 100%

$ 1,032,379,099

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 735,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $608,775,553 and $505,762,866, respectively, of which long-term U.S. government and government agency obligations aggregated $32,301,170 and $2,435,484, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,524 for the period.

The fund invested in securities that are not registered under the Securities
Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $793,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $969,535,528. Net unrealized appreciation aggregated $71,961,881, of which $108,268,937 related to appreciated investment securities and $36,307,056 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

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

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $6,059,629 and repurchase agreements of $4,890,000)
(cost $967,147,221) -
See accompanying schedule

$ 1,041,497,409

Cash

350

Receivable for fund shares sold

4,314,699

Dividends receivable

631,458

Interest receivable

1,110,787

Other receivables

5,982

Total assets

1,047,560,685

Liabilities

Payable for investments purchased

$ 6,660,497

Payable for fund shares redeemed

547,024

Accrued management fee

487,393

Distribution fees payable

51,388

Other payables and
accrued expenses

7,084

Collateral on securities loaned,
at value

7,428,200

Total liabilities

15,181,586

Net Assets

$ 1,032,379,099

Net Assets consist of:

Paid in capital

$ 1,024,751,399

Undistributed net investment income

5,669,822

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

(72,392,337)

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

74,350,215

Net Assets

$ 1,032,379,099

Initial Class:
Net Asset Value, offering price
and redemption price per share
($584,521,807 ÷ 30,750,378
shares)

$19.01

Service Class:
Net Asset Value, offering price
and redemption price per share
($320,215,793 ÷ 16,883,022
shares)

$18.97

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($127,641,499 ÷ 6,741,568
shares)

$18.93

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 4,453,937

Interest

4,427,575

Security lending

41,953

Total income

8,923,465

Expenses

Management fee

$ 2,741,523

Transfer agent fees

314,824

Distribution fees

263,134

Accounting and security lending fees

127,372

Non-interested trustees' compensation

1,607

Custodian fees and expenses

37,201

Audit

11,752

Legal

3,386

Miscellaneous

21,608

Total expenses before reductions

3,522,407

Expense reductions

(278,654)

3,243,753

Net investment income

5,679,712

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,099,452)

Foreign currency transactions

(60,770)

(33,160,222)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,530,777)

Assets and liabilities in
foreign currencies

1,044

(32,529,733)

Net gain (loss)

(65,689,955)

Net increase (decrease) in net assets resulting from operations

$ (60,010,243)

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

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 5,679,712

$ 3,463,098

Net realized gain (loss)

(33,160,222)

(39,095,214)

Change in net unrealized appreciation (depreciation)

(32,529,733)

102,504,149

Net increase (decrease) in net assets resulting from operations

(60,010,243)

66,872,033

Distributions to shareholders
From net investment income

-

(3,490,324)

In excess of net realized gain

-

(131,105)

Total distributions

-

(3,621,429)

Share transactions - net increase (decrease)

147,382,869

854,104,079

Total increase (decrease) in net assets

87,372,626

917,354,683

Net Assets

Beginning of period

945,006,473

27,651,790

End of period (including undistributed net investment income of $5,669,822 and $0, respectively)

$ 1,032,379,099

$ 945,006,473

Other Information:

Six months ended
June 30, 2001 (Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,273,549

$ 137,248,224

30,056,800

$ 574,378,689

Reinvested

-

-

114,222

2,311,193

Redeemed

(5,600,832)

(103,283,322)

(1,207,719)

(23,158,134)

Net increase (decrease)

1,672,717

$ 33,964,902

28,963,303

$ 553,531,748

Service Class
Sold

5,627,280

$ 105,820,429

13,897,441

$ 261,436,662

Reinvested

-

-

55,437

1,095,062

Redeemed

(2,734,533)

(50,992,807)

(1,662,521)

(31,588,706)

Net increase (decrease)

2,892,747

$ 54,827,622

12,290,357

$ 230,943,018

Service Class 2 A
Sold

3,572,587

$ 66,852,282

3,839,632

$ 73,663,061

Reinvested

-

-

10,659

215,174

Redeemed

(446,356)

(8,261,937)

(234,954)

(4,248,922)

Net increase (decrease)

3,126,231

$ 58,590,345

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ -

$ 2,302,727

Service Class

-

973,094

Service Class 2 A

-

214,503

Total

$ -

$ 3,490,324

In excess of net realized gain
Initial Class

$ -

$ 8,466

Service Class

-

121,968

Service Class 2 A

-

671

Total

$ -

$ 131,105

$ -

$ 3,621,429

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

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

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 E

Net asset value, beginning of period

$ 20.26

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income D

.12

.19

.00

.00

Net realized and unrealized gain (loss)

(1.37)

4.95

5.05

.31

Total from investment operations

(1.25)

5.14

5.05

.31

Less Distributions

From net investment income

-

(.08)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.13)

(.11)

-

Net asset value, end of period

$ 19.01

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

(6.17)%

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 584,522

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets before expense reductions

.69% A

.74%

3.34%

115.88% A, H

Ratio of expenses to average net assets after voluntary waivers

.69% A

.74%

1.00%

1.00% A

Ratio of expenses to average net assets after all expense reductions

.63% A, G

.69% G

.97% G

1.00% A

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

1.26% A

1.01%

.01%

(.27)% A

Portfolio turnover rate

124% A

245%

163%

125% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 F

Net asset value, beginning of period

$ 20.22

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.17

(.01)

.00

Net realized and unrealized gain (loss)

(1.36)

4.93

5.05

.31

Total from investment operations

(1.25)

5.10

5.04

.31

Less Distributions

From net investment income

-

(.07)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.12)

(.11)

-

Net asset value, end of period

$ 18.97

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

(6.18)%

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 320,216

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets before expense reductions

.79% A

.84%

3.41%

115.96% A, H

Ratio of expenses to average net assets after voluntary waivers

.79% A

.84%

1.10%

1.10% A

Ratio of expenses to average net assets after all expense reductions

.73% A, G

.79% G

1.07% G

1.10% A

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

1.16% A

.92%

(.09)%

(.35)% A

Portfolio turnover rate

124% A

245%

163%

125% A

A Annualized

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

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

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

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

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

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 20.20

$ 14.82

Income from Investment Operations

Net investment income D

.09

.14

Net realized and unrealized gain (loss)

(1.36)

5.35

Total from investment operations

(1.27)

5.49

Less Distributions

From net investment income

-

(.06)

In excess of net realized gain

-

(.05)

Total distributions

-

(.11)

Net asset value, end of period

$ 18.93

$ 20.20

Total Return B, C

(6.29)%

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 127,641

$ 73,039

Ratio of expenses to average net assets

.95% A

.99% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.94% A, F

Ratio of net investment income to average net assets

1.01% A

.76% A

Portfolio turnover rate

124% A

245%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

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

Mid Cap Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio - Initial Class

Performance

To measure a fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Initial Class

5.90%

5.56%

5.05%

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

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

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

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

6/27/01

3/28/01

1/3/01

9/27/00

6/28/00

Fidelity VIP:

Money Market -

Initial Class

3.92%

5.16%

6.35%

6.42%

6.41%

MMDA

1.78%

1.97%

2.11%

2.11%

2.11%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager of
Money Market Portfolio

Q. Bob, what was the investment environment like during the six months that ended June 30, 2001?

A. The Federal Reserve Board moved aggressively to ward off a sharp drop in economic activity. Early in January, the Fed lowered the rate banks charge each other for overnight loans - known as the fed funds target rate - by 0.50 percentage points, a highly unusual move because the cut came well in advance of the Fed's regularly scheduled meeting at the end of January. The Fed's rate cut came on the heels of a National Association of Purchasing Managers report indicating that manufacturing activity was contracting for the fifth consecutive month. The reading sank to a level that in the past had been associated with a contraction of the overall economy. As January progressed, more data became available demonstrating sharp deterioration in consumer and business spending as well as consumer and business expectations about the future. As a result, the Fed implemented another 0.50 percentage point reduction in the fed funds target rate in late January. The Fed continued to lower the target rate by 0.50 percentage points in March, April and May, and added another cut of 0.25 percentage points at the end of June. All in all, the Fed lowered the rate from 6.50% at the beginning of the year to 3.75% at the end of June 2001, which in percentage terms surpassed any similar period in history. The April rate cut was the second intra-meeting move in the first four months of 2001, demonstrating the sense of urgency on the part of the Fed to respond forcefully to slower economic growth and weaker sentiment. The final rate action during the period was significant in that it marked a change in magnitude from the previous five cuts.

Q. How did the economy perform during the period?

A. Gross domestic product (GDP) in the first quarter of 2001 was initially reported at 2.0%, but was subsequently revised down to 1.3%. However, aggressive monetary policy action and signs that the equity markets may be nearing a bottom seemed to stabilize consumer sentiment toward the end of the period. Business investment has slowed as more difficult financial conditions made it harder to attract capital for some companies. Unemployment claims trended higher during the period as woes inflicting the technology and telecommunications sectors sparked massive layoffs.

Q. What was your strategy with the fund?

A. During the period, my investment strategy shifted to capitalize on changing monetary policy while maintaining adequate liquidity. When money market yields plunged at year-end 2000, I allowed the average maturity to shorten gradually as expectations for very aggressive interest-rate cuts began to be priced into the market. The shortened average maturity detracted somewhat from performance because money market yields continued to decline in January. As it became clear that the Fed would continue to respond aggressively to the developing economic slowdown, I gradually increased the fund's average maturity in order to lock in higher rates before they declined. I used more government discount notes to lengthen maturity, because concerns lingered regarding the credit quality of longer-term corporate obligations.

Q. What's your outlook?

A. Economic data suggests that the Fed's aggressive moves may have been enough to avert a recession. The economy remains weak, however, with accelerating unemployment claims and softer consumer and business spending. Market participants continue to anticipate additional monetary easing over the next few months, a view that I share. At the same time, the easing cycle may be nearing an end. Another potential positive influence on future economic growth is the $1.35 trillion federal tax cut recently implemented by Congress, with rebate checks scheduled to go out as early as this summer. The tax cut is expected to put $90 billion in the hands of taxpayers; economists expect approximately half of this amount will be spent by consumers. This fiscal stimulus should bolster the economy at the same time that the full effects of the early 2001 rate cuts begin to work their way through the economy. One wildcard for the recovery scenario remains the energy crisis in California, because economic activity in the state is a significant component of overall growth in U.S. gross domestic product.

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


Fund Facts

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

Start date: April 1, 1982

Size: as of June 30, 2001, more than $2.5 billion

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

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 35.7%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.6%

Chase Manhattan Bank USA NA

9/4/01

3.88%

$ 5,000,000

$ 5,000,000

Firstar Bank NA

9/6/01

4.00

5,000,000

5,000,000

11/5/01

3.88

5,000,000

5,000,000

15,000,000

London Branch, Eurodollar, Foreign Banks - 22.2%

Abbey National Treasury Services PLC

7/18/01

4.70

50,000,000

50,000,000

Bank of Nova Scotia

8/17/01

4.03

50,000,000

50,000,000

Bank of Scotland Treasury Services PLC

11/19/01

3.95

20,000,000

19,997,564

Barclays Bank PLC

8/3/01

4.18

30,000,000

30,001,703

8/15/01

3.99

10,000,000

10,000,000

10/24/01

4.25

25,000,000

25,000,000

11/16/01

4.06

15,000,000

15,000,000

BNP Paribas SA

8/20/01

5.21

20,000,000

20,000,000

11/19/01

3.92

50,000,000

50,000,000

Commerzbank AG

9/18/01

3.77

15,000,000

15,000,000

Credit Agricole Indosuez

10/18/01

3.85

32,000,000

32,066,447

Deutsche Bank AG

7/16/01

4.06

10,000,000

10,000,041

7/20/01

4.75

50,000,000

50,000,000

10/22/01

4.65

15,000,000

15,000,000

Dresdner Bank AG

12/10/01

3.83

15,000,000

15,000,000

Halifax PLC

7/5/01

4.76

25,000,000

25,000,000

8/24/01

4.27

25,000,000

25,000,000

9/21/01

3.65

20,000,000

20,000,000

ING Bank NV

7/23/01

4.04

10,000,000

10,000,000

9/4/01

3.90

15,000,000

15,000,000

Landesbank Baden-Wuerttemberg

11/19/01

4.03

25,000,000

25,000,480

Landesbank Hessen-Thuringen

7/25/01

4.25

25,000,000

25,000,651

Lloyds TSB Bank PLC

8/9/01

4.00

5,000,000

5,000,000

Nationwide Building Society

7/23/01

4.31

15,000,000

15,000,045

UBS AG

8/28/01

3.95

5,000,000

5,002,016

577,068,947

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

New York Branch, Yankee Dollar, Foreign Banks - 12.9%

BNP Paribas SA

9/12/01

3.81%

$ 30,000,000

$ 30,000,000

Canadian Imperial Bank of Commerce

7/2/01

3.87 (a)

25,000,000

24,999,849

7/9/01

4.08

25,000,000

25,000,000

Commerzbank AG

12/19/01

3.65

5,000,000

5,001,399

Credit Agricole Indosuez

8/1/01

4.00

30,000,000

30,000,000

9/21/01

3.66

5,000,000

5,000,000

Den Danske Corp., Inc.

11/15/01

4.00

25,000,000

25,000,000

Merita Bank PLC

12/4/01

3.88

5,000,000

5,000,000

National Westminster Bank PLC

7/5/02

4.10

30,000,000

29,996,858

Norddeutsche Landesbank Girozentrale

11/19/01

3.90

29,000,000

29,013,361

RaboBank Nederland Coop. Central

11/15/01

4.00

25,000,000

25,000,000

Societe Generale

7/16/01

4.04

10,000,000

10,000,021

7/23/01

3.77 (a)

10,000,000

9,998,877

8/15/01

3.99

50,000,000

50,000,000

UBS AG

8/13/01

3.99

30,000,000

30,000,000

334,010,365

TOTAL CERTIFICATES OF DEPOSIT

926,079,312

Commercial Paper - 45.9%

Alliance & Leicester PLC

8/16/01

4.03

20,000,000

19,898,033

Amsterdam Funding Corp.

8/9/01

4.01

75,000,000

74,677,436

Aspen Funding Corp.

7/17/01

4.04

10,000,000

9,982,178

8/21/01

5.10

5,000,000

4,964,760

Associates First Capital BV

7/9/01

4.00

5,000,000

4,995,567

AT&T Corp.

7/12/01

5.24

10,000,000

9,984,203

7/25/01

4.15

15,065,000

15,023,483

8/16/01

4.38

5,000,000

4,972,336

8/20/01

4.38

5,000,000

4,969,931

CIESCO LP

8/15/01

3.91

9,430,000

9,384,265

Citibank Credit Card Master Trust I (Dakota Certificate Program)

7/23/01

3.93

20,000,000

19,952,211

Commercial Paper - continued

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Citicorp

8/14/01

3.84%

$ 25,000,000

$ 24,883,278

ConAgra Foods, Inc.

7/20/01

4.25

10,000,000

9,977,728

8/14/01

4.15

5,000,000

4,974,822

Corporate Receivables Corp.

8/22/01

3.85

10,000,000

9,944,822

Delaware Funding Corp.

7/13/01

3.95

50,000,000

49,934,333

7/16/01

3.94

47,751,000

47,672,808

Den Danske Corp., Inc.

8/16/01

5.17

22,000,000

21,858,320

8/16/01

5.20

25,000,000

24,838,042

Deutsche Bank Financial, Inc.

7/17/01

4.02

5,000,000

4,991,127

11/19/01

4.03

50,000,000

49,226,458

Dexia Delaware LLC

9/5/01

3.84

20,000,000

19,860,667

Edison Asset Securitization LLC

8/23/01

3.64

35,000,000

34,813,469

Falcon Asset Securitization Corp.

7/23/01

3.90

41,070,000

40,972,618

7/26/01

3.74

20,000,000

19,948,194

Ford Motor Credit Co.

7/13/01

4.04

50,000,000

49,933,167

7/17/01

4.52

10,000,000

9,980,133

7/19/01

4.45

10,000,000

9,978,000

7/27/01

3.95

10,000,000

9,971,689

8/17/01

3.68

10,000,000

9,952,217

General Electric Capital Corp.

7/2/01

4.12

15,000,000

14,998,296

7/13/01

4.70

25,000,000

24,961,250

9/7/01

3.78

50,000,000

49,645,833

12/14/01

3.95

25,000,000

24,555,028

General Motors Acceptance Corp.

7/5/01

4.12

5,000,000

4,997,728

Goldman Sachs Group, Inc.

10/11/01

3.92

5,000,000

4,945,317

J.P. Morgan Chase & Co.

8/8/01

3.90

15,000,000

14,938,725

Kitty Hawk Funding Corp.

9/4/01

3.87

10,000,000

9,930,847

12/3/01

3.84

10,000,000

9,837,681

Lehman Brothers Holdings, Inc.

8/6/01

5.43

10,000,000

9,947,260

New Center Asset Trust

7/20/01

4.27

25,000,000

24,944,188

Northern Rock PLC

8/8/01

3.97

35,000,000

34,854,808

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Preferred Receivables Funding Corp.

7/20/01

3.81%

$ 25,000,000

$ 24,949,861

8/10/01

4.01

10,105,000

10,060,426

Qwest Capital Funding, Inc.

8/15/01

4.36

5,000,000

4,973,063

8/23/01

4.37

5,000,000

4,968,200

Santander Finance, Inc.

10/18/01

4.24

12,500,000

12,342,934

Sears Roebuck Acceptance Corp.

8/16/01

4.31

5,000,000

4,972,783

Societe Generale NA

7/3/01

4.74

50,000,000

49,987,000

Triple-A One Funding Corp.

7/13/01

4.04

57,787,000

57,709,758

7/24/01

3.73

18,038,000

17,995,130

Tyco International Group SA

7/30/01

4.55

5,000,000

4,981,875

8/14/01

4.29

5,000,000

4,974,089

8/28/01

4.19

15,000,000

14,899,708

UBS Finance, Inc.

7/18/01

4.31

40,000,000

39,919,533

8/20/01

4.65

15,000,000

14,904,583

Variable Funding Capital Corp.

7/6/01

3.99

19,987,000

19,975,952

Westpac Trust Securities Ltd.

10/23/01

3.96

35,000,000

34,568,858

12/4/01

3.90

5,000,000

4,917,233

Windmill Funding Corp.

7/3/01

4.72

5,000,000

4,998,703

TOTAL COMMERCIAL PAPER

1,193,172,945

Federal Agencies - 4.3%

Fannie Mae - 4.3%

Discount Notes - 4.3%

11/1/01

3.92

23,695,000

23,383,312

2/22/02

4.05

25,000,000

24,357,556

4/19/02

3.98

25,000,000

24,223,361

5/3/02

4.03

40,000,000

38,680,800

TOTAL FEDERAL AGENCIES

110,645,029

Bank Notes - 1.9%

Bank of America NA

9/7/01

4.15

20,000,000

20,000,000

9/17/01

4.26

10,000,000

10,000,000

Bank One NA, Chicago

7/2/01

3.88 (a)

20,000,000

19,999,107

TOTAL BANK NOTES

49,999,107

Master Notes - 0.8%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Goldman Sachs Group, Inc.

8/6/01

4.11% (b)

$ 10,000,000

$ 10,000,000

9/20/01

4.07 (b)

10,000,000

10,000,000

TOTAL MASTER NOTES

20,000,000

Medium-Term Notes - 4.0%

Associates Corp. of North America

10/1/01

3.71 (a)

25,000,000

25,000,000

BMW U.S. Capital Corp.

7/23/01

3.81 (a)

5,000,000

5,000,000

6/7/02

4.25

5,000,000

4,997,084

CIESCO LP

7/16/01

3.95 (a)

5,000,000

5,000,000

Citigroup, Inc.

7/12/01

3.96 (a)

5,000,000

5,000,000

GE Life & Annuity Assurance Co.

7/2/01

4.17 (a)(b)

15,000,000

15,000,000

General Motors Acceptance Corp.

7/30/01

3.69 (a)

10,000,000

9,999,533

General Motors Acceptance Corp. Mortgage Credit

7/2/01

4.11 (a)

10,000,000

9,998,862

7/2/01

4.12 (a)

5,000,000

4,999,430

7/2/01

4.13 (a)

10,000,000

9,998,856

Merrill Lynch & Co., Inc.

7/20/01

3.91 (a)

5,000,000

5,000,000

Variable Funding Capital Corp.

7/23/01

3.82 (a)

5,000,000

5,000,000

TOTAL MEDIUM-TERM NOTES

104,993,765

Short-Term Notes - 2.4%

Jackson National Life Insurance Co.

7/1/01

5.03 (a)(b)

7,000,000

7,000,000

Monumental Life Insurance Co.

7/2/01

4.20 (a)(b)

5,000,000

5,000,000

7/2/01

4.21 (a)(b)

5,000,000

5,000,000

New York Life Insurance Co.

7/1/01

5.00 (a)(b)

15,000,000

15,000,000

8/28/01

4.13 (a)(b)

5,000,000

5,000,000

SMM Trust 2000 M

9/13/01

3.91 (a)(b)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

8/1/01

4.51 (a)(b)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

62,000,000

Repurchase Agreements - 4.2%

Maturity
Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated 6/29/01 due 7/2/01 At 4.12%

$ 678,233

$ 678,000

With:

Credit Suisse First Boston, Inc. At 4.21%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $62,040,000) 0%, 7/9/01 - 3/19/02

60,021,050

60,000,000

Goldman Sachs & Co. At 4.2%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $49,110,000) 0%, 7/11/01 - 7/31/01

48,016,780

48,000,000

TOTAL REPURCHASE AGREEMENTS

108,678,000

TOTAL INVESTMENT
PORTFOLIO - 99.2%

2,575,568,158

NET OTHER ASSETS - 0.8%

21,680,368

NET ASSETS - 100%

$ 2,597,248,526

Total Cost for Income Tax Purposes $ 2,575,568,158

Legend

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 4.17%, 7/2/01

3/30/01

$ 15,000,000

Goldman Sachs Group, Inc.
4.07%, 9/20/01

5/24/01

$ 10,000,000

4.11%, 8/6/01

5/8/01

$ 10,000,000

Jackson National Life Insurance Co.
5.03%, 7/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co. 4.20%, 7/2/01

9/17/98

$ 5,000,000

4.21%, 7/2/01

3/12/99

$ 5,000,000

New York Life Insurance Co.
4.13%, 8/28/01

8/28/00

$ 5,000,000

5.00%, 7/1/01

12/20/00

$ 15,000,000

SMM Trust 2000 M 3.91%, 9/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 4.51%, 8/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $97,000,000 or 3.7% of net assets.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

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

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $108,678,000) - See accompanying schedule

$ 2,575,568,158

Receivable for investments sold

5,004,468

Receivable for fund shares sold

24,659,375

Interest receivable

6,605,645

Prepaid expenses

37,990

Total assets

2,611,875,636

Liabilities

Payable to custodian bank

$ 32,614

Payable for fund shares redeemed

14,051,188

Accrued management fee

342,747

Distribution fees payable

1,105

Other payables and accrued expenses

199,456

Total liabilities

14,627,110

Net Assets

$ 2,597,248,526

Net Assets consist of:

Paid in capital

$ 2,597,239,165

Accumulated net realized gain (loss) on investments

9,361

Net Assets

$ 2,597,248,526

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,591,204,250 ÷
2,591,179,890 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($100,524 ÷
100,522 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($5,943,752 ÷
5,943,697 shares)

$1.00

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 65,449,655

Expenses

Management fee

$ 2,347,792

Transfer agent fees

818,179

Distribution fees

2,496

Accounting fees and expenses

112,619

Non-interested trustees' compensation

4,219

Custodian fees and expenses

32,745

Registration fees

687

Audit

14,828

Legal

4,384

Reports to shareholders

144,958

Miscellaneous

38,042

Total expenses

3,520,949

Net investment income

61,928,706

Net Realized Gain (Loss)
on Investments

79,664

Net increase in net assets
resulting from operations

$ 62,008,370

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

Semiannual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 61,928,706

$ 129,065,682

Net realized gain (loss)

79,664

31,844

Net increase (decrease) in net assets resulting from operations

62,008,370

129,097,526

Distributions to shareholders from net investment income

(61,928,706)

(129,065,682)

Share transactions - net increase (decrease)

363,616,074

294,030,275

Total increase (decrease) in net assets

363,695,738

294,062,119

Net Assets

Beginning of period

2,233,552,788

1,939,490,669

End of period

$ 2,597,248,526

$ 2,233,552,788

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

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

$ 3,482,474,885

$ 5,928,688,982

Reinvestment of distributions from net investment income

61,879,770

128,280,587

Cost of shares redeemed

(3,186,571,846)

(5,763,150,248)

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

$ 357,782,809

$ 293,819,321

Service Class A
Proceeds from sales of shares

$ -

$ 100,000

Reinvestment of distributions from net investment income

2,561

3,061

Cost of shares redeemed

(5,100)

-

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

$ (2,539)

$ 103,061

Service Class 2 B
Proceeds from sales of shares

$ 15,838,291

$ 102,001

Reinvestment of distributions from net investment income

42,040

5,900

Cost of shares redeemed

(10,044,527)

(8)

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

$ 5,835,804

$ 107,893

Distributions
From net investment income
Initial Class

$ 61,879,770

$ 129,056,642

Service Class A

2,561

3,095

Service Class 2 B

46,375

5,945

Total

$ 61,928,706

$ 129,065,682

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

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

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

Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.025)

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

2.59%

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,591,204

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.29% A

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

5.04% A

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.031

Less Distributions

From net investment income

(.025)

(.031)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.54%

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 101

$ 103

Ratio of expenses to average net assets before expense reductions

.38% A

.47% A

Ratio of expenses to average net assets after voluntary waivers

.38% A

.45% A

Ratio of net investment income to average net assets

4.99% A

6.28% A

A Annualized

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

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.024

.058

Less Distributions

From net investment income

(.024)

(.058)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.48%

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,944

$ 108

Ratio of expenses to average net assets before expense reductions

.57% A

.96% A

Ratio of expenses to average net assets after voluntary waivers

.57% A

.60% A

Ratio of net investment income to average net assets

4.60% A

5.94% A

A Annualized

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

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

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

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

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity® VIP: Overseas -
Initial Class

-24.50%

6.26%

8.17%

MSCI EAFE

-23.40%

3.10%

6.49%

Variable Annuity
International Funds Average

-24.01%

4.94%

8.77%

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

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) Index - a market capitalization-weighted index of over 1,000 equity securities of companies domiciled in 20 countries that is designed to represent the performance of developed stock markets outside the United States and Canada. To measure how the Initial Class' performance stacked up against its peers, you can compare it to the variable annuity international funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 161 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Overseas Portfolio - Initial Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $21,925 - a 119.25% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,756 - an 87.56% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

TotalFinaElf SA Series B (France)

4.0

Vodafone Group PLC (United Kingdom)

2.9

GlaxoSmithKline PLC (United Kingdom)

2.4

Nestle SA (Reg.) (Switzerland)

2.4

Sony Corp. (Japan)

2.0

13.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.6

Information Technology

15.5

Telecommunication Services

10.5

Consumer Discretionary

10.0

Health Care

9.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Top Five Countries as of June 30, 2001

(excluding cash equivalents)

% of fund's
net assets

Japan

23.3

United Kingdom

13.4

France

12.4

Netherlands

7.5

Germany

7.3

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

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Rick Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six-month period that ended June 30, 2001, the fund outperformed the -14.45% return of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI® EAFE ®) Index. The fund's return also outperformed the Lipper Inc. variable annuity international funds average, which fell 14.34%. For the 12-month period that ended June 30, 2001, the fund lagged the MSCI EAFE index and the Lipper peer group, which declined 23.40% and 24.01%, respectively.

Q. What factors helped the fund outperform its index and peer group during the past six months?

A. Relatively good stock selection in the telecommunication services, information technology and financial sectors was the difference. Our overweighting of telecom stocks hurt the fund's performance on an absolute basis, but our mix of stocks in the sector outperformed those in the index. The same was true in technology, where we emphasized semiconductor stocks - such as Samsung Electronics in South Korea - that rebounded from weakness in 2000. Turning to financials, our overweighted positions in Japan's Nomura Securities and Nikko Securities did relatively well compared to other financials. These brokerage firms were major beneficiaries of proposed tax cuts on investment income derived from appreciated securities and dividends, a move aimed at attracting more retail investors to the nation's faltering stock market.

Q. What other strategies did you pursue during the six-month period?

A. Given the poor market environment, it was difficult to find good investment ideas. However, I did a number of things. I continued to consolidate the portfolio, reducing the number of names in the fund to focus on my favorite securities. This consolidation freed up a lot of cash in the fund, which I used to purchase futures contracts as a way of keeping the fund fully invested and diversified. Additionally, in another strategy that worked out well, I overweighted Japan relative to the MSCI EAFE index for most of the period, compared to an underweighting six months ago. As I have said in the past, this country positioning versus the index is a function of our bottom-up security selection process, and not a bet on an individual country. Elsewhere, I sold off our positions in oil tanker stocks - such as Teekay Shipping, based in the Marshall Islands, and U.S.-based Overseas Shipholding - because I felt the supply and demand fundamentals of oil grew less favorable, and I believed these stocks had reached their upside potential.

Q. What happened in the Japanese markets to cause you to look for more compelling opportunities in that country?

A. Basically, many Japanese stocks hit historically low valuations and I decided to buy them. Our team of international analysts has been doing a lot of historical valuation work, looking at past market corrections and economic slowdowns to determine a number of patterns, such as where stocks typically trough - or reach a bottom in their valuation. For example, energy stocks historically trough somewhere below the marginal cost of production. Our overweighting in Japan for much of the period was a direct result of this valuation work. We believed that a lot of stocks hit their valuation "buy" prices. The overweighting also was a result of my intention to make the fund more concentrated, and many of the best investment opportunities I found were in Japan.

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

A. Top-contributor Samsung Electronics benefited from its cheap valuation and the market's cyclical perception that its share price had bottomed. The issuance of strong sales and earnings forecasts in the pharmaceuticals industry boosted shares of France-based drug company Sanofi-Synthelabo. The fund's biggest detractors were Finland's Nokia, the U.K.'s Vodafone and Sweden's Ericsson. These three telecom companies generally suffered from a slowdown in corporate capital spending on telecom equipment, massive restructuring costs and increased competitive pricing pressures.

Q. What's your outlook for the next six months, Rick?

A. I expect to continue to see volatile international equity markets, as various sectors vie for market leadership and global economies continue to struggle. While this market environment is challenging, it can provide rare opportunities to own very good companies at very cheap prices. Along with Fidelity's international research staff, I will be looking to identify these companies while keeping an eye on the corporate earnings front. The future performance of overseas stocks should be closely tied to the health of corporate earnings.

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


Fund Facts

Goal: seeks growth of capital primarily through investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2001, more than
$2.1 billion

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

3

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.5%

Shares

Value (Note 1)

Australia - 2.7%

BHP Ltd.

954,093

$ 5,059,113

BHP Ltd. (a)

1,016,203

5,523,294

BRL Hardy Ltd.

598,360

3,191,148

Cable & Wireless Optus Ltd. (a)

4,076,100

7,717,682

News Corp. Ltd.

796,575

7,398,192

News Corp. Ltd. sponsored ADR

649,800

21,053,520

WMC Ltd.

1,670,100

8,165,374

TOTAL AUSTRALIA

58,108,323

Canada - 1.8%

Canadian Natural Resources Ltd.

274,100

8,119,805

Nortel Networks Corp.

971,652

8,832,317

Rio Alto Exploration Ltd. (a)

571,300

9,905,301

Talisman Energy, Inc.

312,500

11,919,997

TOTAL CANADA

38,777,420

Finland - 1.6%

Nokia AB

1,402,000

30,984,199

Sampo Oyj (A Shares)

327,500

2,796,352

TOTAL FINLAND

33,780,551

France - 10.9%

Alcatel SA (RFD)

87,300

1,810,602

Aventis SA

72,060

5,751,829

AXA SA de CV

740,104

21,158,863

BNP Paribas SA

274,240

23,951,814

Castorama Dubois Investissements SA

67,650

14,593,014

Nexans SA

76,900

1,862,026

Sanofi-Synthelabo SA

575,700

37,906,391

Suez SA

246,500

7,958,203

Television Francaise 1 SA

113,340

3,318,280

TotalFinaElf SA Series B

626,944

87,809,781

Vivendi Environnement

248,000

10,473,937

Vivendi Universal SA

331,300

19,379,380

TOTAL FRANCE

235,974,120

Germany - 4.8%

Allianz AG (Reg. D)

86,700

25,394,395

BASF AG

266,500

10,551,097

Deutsche Boerse AG

126,710

4,489,122

Deutsche Lufthansa AG (Reg.)

383,700

6,066,702

Deutsche Telekom AG (Reg.)

544,760

12,366,054

Infineon Technologies AG

72,700

1,710,916

Muenchener Rueckversicherungs-Gesellschaft
AG (Reg.)

36,000

10,068,780

SAP AG

119,300

16,613,472

Schering AG (a)

167,200

8,807,293

Siemens AG (Reg. D)

141,900

8,740,472

TOTAL GERMANY

104,808,303

Hong Kong - 2.7%

China Mobile (Hong Kong) Ltd. (a)

4,883,500

26,165,790

Shares

Value (Note 1)

China Unicom Ltd. sponsored ADR

461,600

$ 8,170,320

CNOOC Ltd.

3,628,000

3,441,993

Hutchison Whampoa Ltd.

1,552,600

15,675,489

Johnson Electric Holdings Ltd.

3,368,000

4,620,264

TOTAL HONG KONG

58,073,856

Ireland - 1.3%

Bank of Ireland, Inc.

1,360,338

13,522,195

Elan Corp. PLC sponsored ADR (a)

230,700

14,072,700

TOTAL IRELAND

27,594,895

Israel - 0.4%

Check Point Software
Technologies Ltd. (a)

176,450

8,940,722

Italy - 1.5%

Olivetti Spa

1,883,500

3,357,265

San Paolo IMI Spa

241,600

3,136,424

Telecom Italia Spa

2,058,124

18,111,499

Unicredito Italiano Spa

2,037,700

8,813,692

TOTAL ITALY

33,418,880

Japan - 21.3%

Advantest Corp.

30,400

2,605,645

Anritsu Corp.

473,000

7,148,853

Asahi Breweries Ltd.

602,000

6,752,710

Asahi Chemical Industry Co. Ltd.

527,000

2,214,144

Canon, Inc.

610,000

25,009,999

Credit Saison Co. Ltd.

463,300

11,255,604

Daiwa Securities Group, Inc.

1,821,000

19,053,920

Fujitsu Ltd.

790,000

8,297,787

Furukawa Electric Co. Ltd.

896,000

7,148,172

Hitachi Ltd.

663,000

6,546,462

Ito-Yokado Co. Ltd.

499,000

23,005,532

JAFCO Co. Ltd.

126,900

12,118,176

Japan Telecom Co. Ltd.

227

4,713,999

KDDI Corp.

1,067

4,979,105

Konami Corp.

113,300

5,168,994

Kyocera Corp.

173,500

15,450,175

Matsushita Electric Industrial Co. Ltd.

504,000

7,963,200

Mitsubishi Electric Corp.

2,546,000

12,615,683

Mitsubishi Estate Co. Ltd. (a)

646,000

5,941,004

Mitsui Fudosan Co. Ltd.

288,000

3,103,528

NEC Corp.

790,000

10,673,107

Nikko Securities Co. Ltd.

4,510,000

36,124,839

Nikon Corp.

232,000

2,202,437

Nippon Telegraph & Telephone Corp.

4,130

21,971,599

Nomura Securities Co. Ltd.

1,846,000

35,374,758

NTT DoCoMo, Inc.

635

11,048,348

ORIX Corp.

208,500

20,278,263

Rohm Co. Ltd.

57,700

8,965,891

Sony Corp.

668,200

43,967,559

Sumitomo Electric Industries Ltd.

328,000

3,718,666

Takeda Chemical Industries Ltd. (a)

540,000

25,112,251

Terumo Corp.

47,300

868,481

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Tokyo Electron Ltd.

42,500

$ 2,572,763

Toshiba Corp.

2,990,000

15,798,669

Toyota Motor Corp.

779,400

27,454,364

Yamanouchi Pharmaceutical Co. Ltd.

117,000

3,283,355

TOTAL JAPAN

460,508,042

Korea (South) - 1.8%

Hynix Semiconductor, Inc. (a)

2,266,580

4,871,273

Hynix Semiconductor, Inc. unit (a)(c)

467,800

5,028,850

Samsung Electronics Co. Ltd.

165,600

24,448,442

SK Telecom Co. Ltd. sponsored ADR

253,200

4,279,080

TOTAL KOREA (SOUTH)

38,627,645

Netherlands - 7.5%

Akzo Nobel NV

169,500

7,200,360

ASML Holding NV (a)

301,900

6,794,532

Heineken NV

149,250

6,039,617

ING Groep NV
(Certificaten Van Aandelen)

432,462

28,364,802

Koninklijke Ahold NV

993,687

31,236,750

Koninklijke Philips Electronics NV

696,924

18,538,859

Royal Dutch Petroleum Co.
(Hague Registry)

654,400

38,138,434

STMicroelectronics NV (NY Shares)

102,400

3,481,600

Unilever NV (Certificaten
Van Aandelen) (a)

105,700

6,358,033

Vendex KBB NV

699,457

8,913,880

VNU NV

106,700

3,626,093

Wolters Kluwer NV
(Certificaten Van Aandelen)

119,800

3,231,581

TOTAL NETHERLANDS

161,924,541

Norway - 0.2%

Norsk Hydro AS

125,300

5,316,214

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

368,100

9,309,249

Overseas Union Bank Ltd.

862,296

4,468,712

United Overseas Bank Ltd.

539,472

3,402,209

TOTAL SINGAPORE

17,180,170

Spain - 2.3%

Banco Popular Espanol SA (Reg.)

187,600

6,581,005

Banco Santander Central Hispano SA

1,723,968

15,672,110

Telefonica SA

2,166,800

26,803,697

TOTAL SPAIN

49,056,812

Sweden - 0.7%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

2,872,600

15,483,314

Switzerland - 6.5%

Credit Suisse Group (Reg.)

146,734

24,176,134

Shares

Value (Note 1)

Julius Baer Holding AG (Bearer)

982

$ 3,786,189

Nestle SA (Reg.)

240,520

51,228,681

Novartis AG (Reg.)

434,970

15,776,302

Swiss Reinsurance Co. (Reg.)

3,270

6,549,116

Swisscom AG

20,580

4,911,202

UBS AG (Reg. D)

122,658

17,610,502

Zurich Financial Services AG

48,440

16,556,298

TOTAL SWITZERLAND

140,594,424

Taiwan - 2.8%

Siliconware Precision Industries Co. Ltd.

8,255,000

4,675,356

Taiwan Semiconductor
Manufacturing Co. Ltd.

14,837,166

27,579,977

United Microelectronics Corp.

19,136,400

25,400,333

Winbond Electronics Corp.

3,111,000

2,611,324

TOTAL TAIWAN

60,266,990

United Kingdom - 11.9%

Amvescap PLC

280,900

4,910,012

AstraZeneca PLC

260,200

12,164,350

BHP Billiton PLC

3,156,500

15,826,304

British Telecommunications PLC

1,344,900

8,694,769

Carlton Communications PLC

1,076,700

5,120,329

Diageo PLC

760,700

8,397,923

GlaxoSmithKline PLC

1,872,894

52,628,331

HSBC Holdings PLC
(United Kingdom) (Reg.)

1,214,200

14,546,120

Lloyds TSB Group PLC

4,214,300

42,438,908

Reed International PLC

537,300

4,790,946

Rio Tinto PLC (Reg. D)

594,700

10,622,363

Shell Transport & Trading Co. PLC
(Reg. D)

871,900

7,265,839

Spirent PLC

1,081,100

3,381,598

Vodafone Group PLC

27,979,103

62,533,109

WPP Group PLC

465,700

4,613,899

TOTAL UNITED KINGDOM

257,934,800

United States of America - 3.0%

Bristol-Myers Squibb Co.

430,600

22,520,380

Micron Technology, Inc. (a)

567,100

23,307,810

Pfizer, Inc.

374,600

15,002,730

Phelps Dodge Corp.

81,200

3,369,800

TOTAL UNITED STATES OF AMERICA

64,200,720

TOTAL COMMON STOCKS

(Cost $1,866,412,662)

1,870,570,742

Investment Companies - 0.1%

Multi-National - 0.1%

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

306,000

1,897,200

Government Obligations - 1.5%

Moody's Ratings (unaudited)

Principal Amount (e)

Value
(Note 1)

Germany - 1.0%

Germany Federal Republic 4.45% 7/13/01

-

EUR

24,000,000

$ 20,357,775

United States of America - 0.5%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.68% 7/12/01 to 8/16/01 (d)

-

11,500,000

11,453,633

TOTAL GOVERNMENT OBLIGATIONS

(Cost $32,716,175)

31,811,408

Cash Equivalents - 20.0%

Shares

Fidelity Cash Central Fund, 4.09% (b)

252,041,856

252,041,856

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

180,436,325

180,436,325

TOTAL CASH EQUIVALENTS

(Cost $432,478,181)

432,478,181

TOTAL INVESTMENT PORTFOLIO - 108.1%

(Cost $2,336,628,617)

2,336,757,531

NET OTHER ASSETS - (8.1)%

(174,343,346)

NET ASSETS - 100%

$ 2,162,414,185

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

741 CAC 40 Index Contracts (France)

Sept. 2001

$ 33,048,416

$ 112,285

248 DAX 30 Index Contracts (Germany)

Sept. 2001

32,210,885

(893,741)

867 Dow Jones Euro Stoxx 50 Index Contracts

Sept. 2001

31,600,277

(1,533,476)

409 FTSE 100 Index Contracts (United Kingdom)

Sept. 2001

32,712,404

(1,810,443)

138 Nikkei 225 Index Contracts (Japan)

Sept. 2001

8,914,800

69,277

334 Topix Index Contracts (Japan)

Sept. 2001

34,706,862

(339,063)

$ 173,193,644

$ (4,395,161)

The face value of futures purchased as a percentage of net assets - 8%

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

(c) 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 $5,028,850 or 0.2% of net assets.

(d) 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 $11,228,838.

(e) Principal amount is stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $989,597,072 and $1,118,033,215, respectively.

The market value of futures contracts opened and closed during the period amounted to $572,681,490 and $420,666,736, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,925 for the period.

The fund participated in the security lending program during the period. At period end the fund received as collateral U.S. Treasury obligations valued
at $12,966,274.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,363,260,925. Net unrealized depreciation aggregated $26,503,394, of which $270,270,441 related to appreciated investment securities and $296,773,835 related to depreciated investment securities.

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

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned
of $184,695,932)
(cost $2,336,628,617) -
See accompanying schedule

$ 2,336,757,531

Cash

13,301

Foreign currency held at value
(cost $31,931,785)

31,015,361

Receivable for investments sold

6,433,255

Receivable for fund shares sold

1,934,134

Dividends receivable

3,702,422

Interest receivable

897,847

Receivable for daily variation on futures contracts

1,894,505

Other receivables

192,113

Total assets

2,382,840,469

Liabilities

Payable for investments purchased

$ 24,530,070

Payable for fund shares redeemed

13,747,413

Accrued management fee

1,318,457

Distribution fees payable

27,022

Other payables and
accrued expenses

366,997

Collateral on securities loaned,
at value

180,436,325

Total liabilities

220,426,284

Net Assets

$ 2,162,414,185

Net Assets consist of:

Paid in capital

$ 2,328,658,059

Distributions in excess of net investment income

(88,471,969)

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

(72,401,385)

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

(5,370,520)

Net Assets

$ 2,162,414,185

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,850,314,154 ÷
118,645,989 shares)

$15.60

Service Class:
Net Asset Value, offering price
and redemption price per share
($293,365,903 ÷ 18,864,733
shares)

$15.55

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($18,734,128 ÷ 1,209,369
shares)

$15.49

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 20,601,997

Interest

9,082,136

Security lending

727,320

30,411,453

Less foreign taxes withheld

(3,064,834)

Total income

27,346,619

Expenses

Management fee

$ 8,627,540

Transfer agent fees

775,122

Distribution fees

158,755

Accounting and security lending fees

576,107

Custodian fees and expenses

523,125

Registration fees

1,728

Audit

48,197

Legal

5,593

Reports to shareholders

232,881

Miscellaneous

701

Total expenses before reductions

10,949,749

Expense reductions

(661,887)

10,287,862

Net investment income

17,058,757

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(130,955,286)

Foreign currency transactions

(741,626)

Futures contracts

(1,775,736)

(133,472,648)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(158,480,845)

Assets and liabilities in
foreign currencies

(1,049,619)

Futures contracts

(2,493,578)

(162,024,042)

Net gain (loss)

(295,496,690)

Net increase (decrease) in net assets resulting from operations

$ (278,437,933)

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

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,058,757

$ 24,067,131

Net realized gain (loss)

(133,472,648)

265,613,586

Change in net unrealized appreciation (depreciation)

(162,024,042)

(848,849,479)

Net increase (decrease) in net assets resulting from operations

(278,437,933)

(559,168,762)

Distributions to shareholders
From net investment income

(28,968,027)

(34,503,154)

In excess of net investment income

(91,583,892)

(6,990,235)

From net realized gain

(190,776,039)

(261,723,629)

Total distributions

(311,327,958)

(303,217,018)

Share transactions - net increase (decrease)

215,064,932

518,278,056

Total increase (decrease) in net assets

(374,700,959)

(344,107,724)

Net Assets

Beginning of period

2,537,115,144

2,881,222,868

End of period (including under (over) distribution of net investment income of $(88,471,969) and
$11,909,270, respectively)

$ 2,162,414,185

$ 2,537,115,144

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

109,651,878

$ 1,903,147,125

180,026,822

$ 4,102,377,245

Reinvested

15,519,663

275,163,625

11,650,005

284,959,118

Redeemed

(119,910,078)

(2,073,704,388)

(178,033,342)

(4,052,515,974)

Net increase (decrease)

5,261,463

$ 104,606,362

13,643,485

$ 334,820,389

Service Class
Sold

57,275,196

$ 966,249,746

68,519,615

$ 1,560,576,350

Reinvested

1,933,710

34,207,331

747,241

18,247,616

Redeemed

(53,243,095)

(900,457,119)

(61,639,680)

(1,408,864,371)

Net increase (decrease)

5,965,811

$ 99,999,958

7,627,176

$ 169,959,595

Service Class 2 A
Sold

1,783,928

$ 30,258,744

734,419

$ 15,878,729

Reinvested

110,941

1,957,001

421

10,284

Redeemed

(1,305,951)

(21,757,133)

(114,389)

(2,390,941)

Net increase (decrease)

588,918

$ 10,458,612

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 25,621,675

$ 32,471,354

Service Class

3,164,127

2,030,655

Service Class 2 A

182,225

1,145

Total

$ 28,968,027

$ 34,503,154

In excess of net investment income
Initial Class

$ 81,004,230

$ 6,578,599

Service Class

10,003,549

411,405

Service Class 2 A

576,113

231

Total

$ 91,583,892

$ 6,990,235

From net realized gain
Initial Class

$ 168,537,721

$ 245,909,165

Service Class

21,039,655

15,805,556

Service Class 2 A

1,198,663

8,908

Total

$ 190,776,039

$ 261,723,629

$ 311,327,958

$ 303,217,018

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

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

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.12

.19 F

.24

.23

.30

.32 G

Net realized and unrealized gain (loss)

(2.12)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(2.00)

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.22)

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.71)

(.06)

-

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.40)

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 15.60

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(11.44)%

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,850,314

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.92% A

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after all
expense reductions

.86% A, H

.87% H

.87% H

.89% H

.90% H

.92% H

Ratio of net investment income to average net assets

1.47% A

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

100% A

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.11

.17 F

.22

.15

.01

Net realized and unrealized gain (loss)

(2.11)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(2.00)

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.22)

(.30)

(.31)

(.38)

-

In excess of net investment income

(.70)

(.06)

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

-

Total distributions

(2.39)

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 15.55

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(11.48)%

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 293,366

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.02% A

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after all expense reductions

.96% A, H

.97% H

.98% H

.97% H

1.01% A, H

Ratio of net investment income to average net assets

1.36% A

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

100% A

136%

78%

84%

67%

A Annualized

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

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

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

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

F Investment income per share reflects a special dividend which amounted to $.04 per share.

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

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

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 19.91

$ 26.16

Income from Investment Operations

Net investment income D

.10

.12 F

Net realized and unrealized gain (loss)

(2.12)

(3.68)

Total from investment operations

(2.02)

(3.56)

Less Distributions

From net investment income

(.22)

(.30)

In excess of net investment income

(.71)

(.06)

From net realized gain

(1.47)

(2.33)

Total distributions

(2.40)

(2.69)

Net asset value, end of period

$ 15.49

$ 19.91

Total Return B, C

(11.61)%

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,734

$ 12,351

Ratio of expenses to average net assets

1.18% A

1.15% A

Ratio of expenses to average net assets after all expense reductions

1.12% A, G

1.13% A, G

Ratio of net investment income to average net assets

1.21% A

.58% A

Portfolio turnover rate

100% A

136%

A Annualized

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

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

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

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Investment income per share reflects a special dividend which amounted to $.04 per share.

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

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

Overseas Portfolio

Fidelity Variable Insurance Products: Value Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Initial Class shares will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

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

3

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Mellon Financial Corp.

4.7

PNC Financial Services Group, Inc.

4.5

Exxon Mobil Corp.

4.0

Kimberly-Clark Corp.

2.3

Charles Schwab Corp.

2.2

17.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Industrials

18.6

Consumer Discretionary

15.0

Energy

7.5

Information Technology

7.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

92.3%

Short-Term
Investments and
Net Other Assets

7.7%



* Foreign investments

1.2%

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve DuFour, Portfolio Manager of Value Portfolio

Q. How did the fund perform, Steve?

A. From its inception on May 9, 2001, through June 30, 2001, the fund underperformed its benchmark, the Russell 3000® Value Index, which was flat during the same period. Going forward, we'll look at the fund's performance at six- and 12-month intervals and compare it to its Lipper peer group.

Q. What makes this fund different from other value funds?

A. I think the two differentiating factors are Fidelity's research capability, which is where many of my ideas come from, and my contrarian nature, or willingness to look away from the crowd to find the best value opportunities. Reflecting my contrarian approach, I positioned the fund to participate in the recovery I expected in some beaten-down industries that had grown out of favor, such as brokerage stocks and semiconductors. By and large, investors have been retreating from these stocks, while I have been utilizing the market's volatility in some areas to opportunistically purchase stocks that I believe have been unfairly punished. This buying allowed the fund to own what I believe is a group of high-quality companies that should benefit from an economic recovery. Also, since I'm not tied to things like a dividend yield requirement, I have the flexibility to be more nimble and to move around the market capitalization spectrum. For example, during the brief period since the fund's inception, I had the latitude to own a significant percentage of mid- and small-cap stocks, which I believed would enhance the fund's performance in the months ahead. In general, these stocks outperformed large-cap stocks during the past six months.

Q. Can you describe your definition of value?

A. I define value in terms of a company's worth in comparison to its trading price. I want to own great companies that are selling at a discount to their intrinsic value. My favorite types of value investments are companies with a catalyst for change, such as a new management team, a product launch, a significant cost-cutting measure, or a merger or acquisition. Other examples would be companies poised to benefit from a reduction in industry capacity that should lead to improved pricing, or fallen angels - former growth stocks that have fallen out of favor for short-term or nonrecurring reasons.

Q. How do you analyze a company?

A. Ultimately, the factors that play into my analysis depend on the industry I'm looking at. For some industries, I focus on price-to-earnings ratios. In other industries, I focus on dividend yield or price-to-cash-flow ratios. I don't have a set computer model or algorithm that spits out company names. It's a very hands-on process, and my goal is to finish the analysis of a company and come up with a buy/sell price before I invest. This way, when things change with the company, I already know at what price I'm willing to buy it at and at what price I'll start selling and taking profits.

Q. Will the fund be fairly concentrated or diversified?

A. The fund will be diversified, but the degree of concentration among my top-10 ideas will vary. I expect the top-10 holdings to be in the range of 25%-50% of the fund's net assets, with the top holding representing between 2%-10%. However, if I find a stock I think could be a real winner, I'm going to make the most of it, and the fund's top-10 weighting could be skewed closer to 50%. On the other hand, if the market doesn't hand me what appears to be a clear-cut winner - which is the situation currently - then the assets will be spread over a greater number of holdings. While I anticipate having between 70-170 stocks in the fund at any time, the fund currently leans toward the higher end of that range to take advantage of the market's penchant for mid- and small-cap stocks.

Q. What's your outlook for value stocks, Steve?

A. I'm optimistic that the economy will recover at some point in the near future and that, when it stabilizes, the fund should benefit from my current positioning of the portfolio. A number of recent economic stimulants - including the Federal Reserve Board's interest-rate cuts and the federal government's income-tax cut - bode well for the economy. However, I'll be closely following the economic health of consumers. The jury is still out on the direction of consumer spending due to potentially higher unemployment, higher energy prices and the uncertain economic backdrop.

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


Fund Facts

Goal: seeks capital appreciation

Start date: May 9, 2001

Size: as of June 30, 2001, more than $1 million

Manager: Steve DuFour, since inception; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 15.0%

Auto Components - 1.5%

Dana Corp.

250

$ 5,835

Delphi Automotive Systems Corp.

760

12,107

Snap-On, Inc.

50

1,208

19,150

Automobiles - 0.2%

Winnebago Industries, Inc.

100

3,075

Hotels Restaurants & Leisure - 2.2%

Brinker International, Inc. (a)

100

2,585

Hilton Hotels Corp.

200

2,320

Marriott International, Inc. Class A

110

5,207

McDonald's Corp.

450

12,177

MGM Mirage, Inc. (a)

170

5,093

27,382

Household Durables - 2.7%

Black & Decker Corp.

130

5,130

Clayton Homes, Inc.

350

5,502

D.R. Horton, Inc.

100

2,270

Fortune Brands, Inc.

160

6,138

Leggett & Platt, Inc.

100

2,203

The Stanley Works

70

2,932

Whirlpool Corp.

140

8,750

32,925

Leisure Equipment & Products - 0.5%

Mattel, Inc.

300

5,676

Media - 5.8%

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

1,070

18,714

Dow Jones & Co., Inc.

70

4,180

E.W. Scripps Co. Class A

240

16,560

Gannett Co., Inc.

60

3,954

Interpublic Group of Companies, Inc.

140

4,109

McGraw-Hill Companies, Inc.

40

2,646

News Corp. Ltd. sponsored ADR

310

11,517

NTL, Inc. (a)

380

4,579

The New York Times Co. Class A

120

5,040

71,299

Multiline Retail - 0.5%

Costco Wholesale Corp. (a)

20

839

The May Department Stores Co.

140

4,796

5,635

Specialty Retail - 1.2%

Gap, Inc.

420

12,180

Pier 1 Imports, Inc.

250

2,875

15,055

Shares

Value (Note 1)

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

120

$ 5,184

TOTAL CONSUMER DISCRETIONARY

185,381

CONSUMER STAPLES - 7.1%

Beverages - 2.0%

The Coca-Cola Co.

550

24,750

Food Products - 0.7%

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

110

4,622

Wm. Wrigley Jr. Co.

100

4,685

9,307

Household Products - 2.3%

Kimberly-Clark Corp.

510

28,509

Personal Products - 2.1%

Avon Products, Inc.

250

11,570

Gillette Co.

480

13,915

25,485

TOTAL CONSUMER STAPLES

88,051

ENERGY - 7.5%

Energy Equipment & Services - 0.3%

Schlumberger Ltd. (NY Shares)

80

4,212

Oil & Gas - 7.2%

Chevron Corp.

190

17,195

Conoco, Inc. Class B

360

10,404

Exxon Mobil Corp.

570

49,790

Occidental Petroleum Corp.

310

8,243

Phillips Petroleum Co.

50

2,850

88,482

TOTAL ENERGY

92,694

FINANCIALS - 21.0%

Banks - 15.5%

Banknorth Group, Inc.

120

2,701

Charter One Financial, Inc.

150

4,785

City National Corp.

100

4,429

Fifth Third Bancorp

100

6,035

First Tennessee National Corp.

150

5,207

First Union Corp.

200

6,988

FleetBoston Financial Corp.

410

16,175

Hibernia Corp. Class A

150

2,670

Mellon Financial Corp.

1,260

57,947

Pacific Century Financial Corp.

210

5,416

PNC Financial Services Group, Inc.

840

55,264

Popular, Inc.

160

5,192

SouthTrust Corp.

220

5,720

Synovus Financial Corp.

170

5,335

Trustmark Corp.

180

3,870

U.S. Bancorp

200

4,558

192,292

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - 3.9%

Charles Schwab Corp.

1,740

$ 26,622

Citigroup, Inc.

100

5,284

Morgan Stanley Dean Witter & Co.

250

16,058

47,964

Insurance - 0.9%

Allstate Corp.

100

4,399

Conseco, Inc.

480

6,552

10,951

Real Estate - 0.7%

Equity Office Properties Trust

280

8,856

TOTAL FINANCIALS

260,063

HEALTH CARE - 3.2%

Biotechnology - 0.2%

Serologicals Corp. (a)

120

2,550

Health Care Equipment & Supplies - 1.1%

Becton, Dickinson & Co.

160

5,726

Guidant Corp. (a)

220

7,920

13,646

Health Care Providers & Services - 0.1%

Owens & Minor, Inc.

50

950

Pharmaceuticals - 1.8%

American Home Products Corp.

150

8,766

Merck & Co., Inc.

100

6,391

Pharmacia Corp.

150

6,893

22,050

TOTAL HEALTH CARE

39,196

INDUSTRIALS - 17.9%

Aerospace & Defense - 1.4%

Lockheed Martin Corp.

430

15,932

Raytheon Co.

50

1,328

17,260

Air Freight & Couriers - 0.5%

United Parcel Service, Inc. Class B

100

5,780

Airlines - 1.5%

Delta Air Lines, Inc.

310

13,665

Northwest Airlines Corp. (a)

200

4,730

18,395

Building Products - 1.5%

Masco Corp.

620

15,475

York International Corp.

80

2,802

18,277

Commercial Services & Supplies - 2.7%

Avery Dennison Corp.

210

10,721

Cendant Corp. (a)

380

7,410

Shares

Value (Note 1)

Ecolab, Inc.

130

$ 5,326

Pitney Bowes, Inc.

230

9,688

33,145

Electrical Equipment - 0.5%

Hubbell, Inc. Class B

190

5,510

Molex, Inc. Class A (non-vtg.)

50

1,473

6,983

Industrial Conglomerates - 0.9%

Textron, Inc.

210

11,558

Machinery - 7.2%

Circor International, Inc.

50

903

Deere & Co.

120

4,542

Dover Corp.

130

4,895

Eaton Corp.

120

8,412

Flowserve Corp. (a)

250

7,688

Illinois Tool Works, Inc.

190

12,027

Ingersoll-Rand Co.

110

4,532

Navistar International Corp. (a)

890

25,036

PACCAR, Inc.

150

7,671

Pall Corp.

220

5,177

Parker-Hannifin Corp.

50

2,122

Pentair, Inc.

100

3,380

SPX Corp. (a)

20

2,504

88,889

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

210

6,336

Norfolk Southern Corp.

320

6,624

Swift Transportation Co., Inc. (a)

200

3,826

Werner Enterprises, Inc.

210

4,612

21,398

TOTAL INDUSTRIALS

221,685

INFORMATION TECHNOLOGY - 7.1%

Communications Equipment - 1.4%

Cisco Systems, Inc. (a)

150

2,906

Corning, Inc.

350

5,849

JDS Uniphase Corp. (a)

150

1,977

Motorola, Inc.

310

5,134

Tellabs, Inc. (a)

50

933

16,799

Electronic Equipment & Instruments - 2.5%

Amphenol Corp. Class A (a)

60

2,403

SCI Systems, Inc. (a)

745

18,998

Solectron Corp. (a)

330

6,039

Thermo Electron Corp. (a)

190

4,184

31,624

Semiconductor Equipment & Products - 3.2%

Altera Corp. (a)

100

2,966

Analog Devices, Inc. (a)

100

4,325

Atmel Corp. (a)

150

1,943

Cypress Semiconductor Corp. (a)

340

8,109

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Kulicke & Soffa Industries, Inc. (a)

125

$ 2,125

National Semiconductor Corp. (a)

375

10,920

Texas Instruments, Inc.

160

5,040

Xilinx, Inc. (a)

100

4,205

39,633

TOTAL INFORMATION TECHNOLOGY

88,056

MATERIALS - 6.7%

Chemicals - 3.5%

Air Products & Chemicals, Inc.

120

5,490

Dow Chemical Co.

320

10,640

E.I. du Pont de Nemours and Co.

390

18,814

Praxair, Inc.

130

6,110

Valspar Corp.

50

1,775

42,829

Construction Materials - 0.4%

Vulcan Materials Co.

100

5,375

Containers & Packaging - 0.2%

Packaging Corp. of America (a)

150

2,330

Metals & Mining - 1.6%

Newmont Mining Corp.

320

5,955

Nucor Corp.

70

3,422

Phelps Dodge Corp.

110

4,565

Quanex Corp.

230

5,957

19,899

Paper & Forest Products - 1.0%

Boise Cascade Corp.

100

3,517

Wausau-Mosinee Paper Corp.

520

6,703

Westvaco Corp.

100

2,429

12,649

TOTAL MATERIALS

83,082

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

ALLTEL Corp.

50

3,063

BellSouth Corp.

570

22,954

26,017

UTILITIES - 4.0%

Electric Utilities - 2.6%

American Electric Power Co., Inc.

300

13,851

Northeast Utilities

100

2,075

Southern Co.

490

11,393

Wisconsin Energy Corp.

200

4,754

32,073

Shares

Value (Note 1)

Gas Utilities - 0.9%

KeySpan Corp.

130

$ 4,742

Sempra Energy

220

6,015

10,757

Multi-Utilities - 0.2%

Utilicorp United, Inc.

100

3,055

Water Utilities - 0.3%

American Water Works, Inc.

130

4,286

TOTAL UTILITIES

50,171

TOTAL COMMON STOCKS

(Cost $1,142,096)

1,134,396

Convertible Preferred Stocks - 0.7%

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.7%

Raytheon Co. $4.12
(Cost $8,952)

170

8,266

Cash Equivalents - 10.3%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $128,066)

128,066

128,066

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $1,279,114)

1,270,728

NET OTHER ASSETS - (2.6)%

(32,529)

NET ASSETS - 100%

$ 1,238,199

Legend

(a) Non-income producing

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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,178,870 and $25,745, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $18 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,279,114. Net unrealized depreciation aggregated $8,386, of which $33,380 related to appreciated investment securities and $41,766 related to depreciated investment securities.

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

Value Portfolio

Fidelity Variable Insurance Products: Value Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,279,114) -
See accompanying schedule

$ 1,270,728

Receivable for fund shares sold

36,135

Dividends receivable

1,096

Interest receivable

90

Receivable from investment adviser for expense reductions

20,374

Total assets

1,328,423

Liabilities

Payable to custodian bank

$ 10,782

Payable for investments purchased

61,552

Distribution fees payable

116

Other payables and
accrued expenses

17,774

Total liabilities

90,224

Net Assets

$ 1,238,199

Net Assets consist of:

Paid in capital

$ 1,248,008

Undistributed net investment income

653

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

(2,076)

Net unrealized appreciation (depreciation) on investments

(8,386)

Net Assets

$ 1,238,199

Initial Class:
Net Asset Value, offering price
and redemption price per share
($297,145
÷ 30,001 shares)

$9.90

Service Class:
Net Asset Value, offering price and
redemption price per share
($373,630
÷ 37,729 shares)

$9.90

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($567,424
÷ 57,310 shares)

$9.90

Statement of Operations

May 9, 2001 (commencement of operations) to June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 2,209

Interest

842

Total income

3,051

Expenses

Management fee

$ 839

Transfer agent fees

111

Distribution fees

191

Accounting fees and expenses

8,409

Custodian fees and expenses

2,884

Audit

10,861

Total expenses before reductions

23,295

Expense reductions

(20,897)

2,398

Net investment income

653

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

(2,076)

Change in net unrealized appreciation (depreciation) on investment securities

(8,386)

Net gain (loss)

(10,462)

Net increase (decrease) in net assets resulting from operations

$ (9,809)

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

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

May 9, 2001 (commencement
of operations) to June 30, 2001
(Unaudited)

Operations
Net investment income

$ 653

Net realized gain (loss)

(2,076)

Change in net unrealized appreciation (depreciation)

(8,386)

Net increase (decrease) in net assets resulting from operations

(9,809)

Share transactions - net increase (decrease)

1,248,008

Total increase (decrease) in net assets

1,238,199

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $653)

$ 1,238,199

Other Information:

Six months ended June 30, 2001
(Unaudited)
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

37,731

$ 376,442

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

37,729

$ 376,422

Service Class 2
Sold

57,312

$ 571,598

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

57,310

$ 571,578

A Share transactions are for the period May 9, 2001 (commencement of operations) to June 30, 2001.

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

Value Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 297

Ratio of expenses to average net assets before expense reductions

15.58% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.48% A, F

Ratio of net investment income to average net assets

.57% A

Portfolio turnover rate

17% A

Financial Highlights - Service Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 374

Ratio of expenses to average net assets before expense reductions

15.68% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.59% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

17% A

A Annualized

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

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

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

E For the period May 9, 2001 (commencement of operations) to June 30, 2001.

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

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001 D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income G

.00

Net realized and unrealized gain (loss)

(.10)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 567

Ratio of expenses to average net assets before expense reductions

15.83% A, F

Ratio of expenses to average net assets after voluntary waivers

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.74% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover rate

17% A

A Annualized

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

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

D For the period May 9, 2001 (commencement of operations) to June 30, 2001.

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

F The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

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

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

Value Portfolio

Notes to Financial Statements

For the period ended June 30, 2001 (Unaudited)

1. Significant Accounting Policies.

Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, Overseas Portfolio, and Value Portfolio (the funds) are funds of Variable Insurance Products Fund. Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio (the funds) are funds of Variable Insurance Products Fund II. Aggressive Growth Portfolio, Balanced Portfolio, Dynamic Capital Appreciation Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap 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 offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

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

Security Valuation. Each class of the funds calculates its net asset value per share as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios - continued

primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund, except for Value Portfolio, is not subject to income taxes to the extent that it distributes all of its taxable income for the fiscal year. Value Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information, if any, regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, High Income, Index 500, Investment Grade Bond, Mid Cap, Overseas, and Value Portfolios. 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 ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

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

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

Fund

Cost of Securities/
Accumulated
gain (loss)

Asset Manager

$ (6,793,248)

Asset Manager: Growth

$ 283,128

Balanced

$ (26,257)

Equity-Income

$ 137,981

High Income

$ 13,869,788

Investment Grade Bond

$ (627,119)

The effect of this change during the period resulted in an increase or (decrease) in net investment income (loss), net unrealized appreciation/depreciation, and net realized gain (loss) as shown below. The Statement of Changes in net assets and financial highlights for the prior periods have not been restated to reflect this change in presentation.

Fund

Net investment
income (loss)

Net unrealized
appreciation/
depreciation

Net realized gain (loss)

Aggressive Growth

$ 18,210

$ (14,931)

$ (3,279)

High Income

$ 13,587,542

$ (7,074,645)

$ (6,512,897)

Investment Grade Bond

$ (618,280)

$ 539,588

$ 78,692

2. Operating Policies.

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

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

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

Delayed Delivery Transactions and When-Issued Securities. Each fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Each fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in each applicable fund's Statements of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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

Loans and Other Direct Debt Instruments. Certain funds may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, from January 1, 2001 to April 30, 2001, as the fund's investment adviser, FMR received a monthly fee that was calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee ("prior contract"). The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate was .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

The income-based fee was added only when the fund's gross yield exceeded 5%. At that time the income-based fee would have equaled 6% of that portion of the fund's gross income that represented a gross yield of more than 5% per year. The maximum income-based component was .24% of average net assets.

On May 1, 2001, a new management fee contract ("present contract") took effect. FMR has voluntarily agreed to limit the fund's management fee to the lesser of the amount that is paid under the present contract or the prior contract for a period of six months beginning on May 1, 2001. Under the present contract the management fee rate is calculated on the basis of the group fee rate plus a total income-based component, which is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The minimum income-based component is .05% of average net assets (at a fund annualized gross yield of 0%), and the maximum income-based component is .27% of average net assets (at a fund annualized gross yield of 15% or more). The individual fund fee rate has been eliminated. The income-based portion of this fee was equal to $416,664, or an annualized rate of .03% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the High Income and Investment Grade Bond Portfolios and .2167% to .5200% for the period for the Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Mid Cap, Overseas and Value Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .35% for Aggressive Growth Portfolio, .30% for Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Growth, Growth Opportunities, Investment Grade Bond, Mid Cap and Value Portfolios, .25% for Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

Aggressive Growth

.63%

Asset Manager

.53%

Asset Manager: Growth

.58%

Balanced

.43%

Contrafund

.58%

Dynamic Capital Appreciation

.58%

Equity-Income

.48%

Growth

.58%

Growth & Income

.48%

Growth Opportunities

.58%

High Income

.58%

Index 500

.24%

Investment Grade Bond

.43%

Mid Cap

.58%

Money Market

.19%

Overseas

.73%

Value

.57%

Sub-Adviser Fee. FMR Co., Inc. (FMRC) serves as sub-adviser for the funds except Money Market and Investment Grade Bond Portfolios. FMRC is an affiliate of FMR and receives a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the funds' assets that are managed by FMRC.

FMR, on behalf of Overseas Portfolio, has also entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have also entered into a sub-advisory agreement with Deutsche Asset Management Inc. (DAMI). DAMI receives a sub-advisory fee from FMR for providing investment management services to the fund. For these services, FMR pays DAMI fees at an annual rate of 0.006% of the fund's average net assets. Prior to May 1, 2001, Bankers Trust Company (Bankers Trust) was serving as sub-adviser of the fund. Under a separate custodian agreement, Bankers Trust receives a fee for providing custodial services to the fund. Bankers Trust and DAMI are both wholly owned subsidiaries of Deutsche Bank AG. All personnel currently employed by DAMI in managing the fund were employed by Bankers Trust in substantially the same capacity.

Under a separate securities lending agreement with Bankers Trust, the fund receives at least 75% (70% prior to January 1, 2001) of net income from the securities lending program. Bankers Trust retains no more than 25% (30% prior to January 1, 2001) of net income under this agreement. For the period, Bankers Trust retained $123,874.

As Money Market and Investment Grade Bond Portfolios' investment sub-adviser, Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

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

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

Aggressive Growth

Service Class

$ 379

Service Class 2

2,412

$ 2,791

Asset Manager

Service Class

$ 15,200

Service Class 2

7,667

$ 22,867

Asset Manager: Growth

Service Class

$ 5,794

Service Class 2

5,107

$ 10,901

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

Balanced

Service Class

$ 13,402

Service Class 2

9,526

$ 22,928

Contrafund

Service Class

$ 591,618

Service Class 2

126,395

$ 718,013

Dynamic Capital Appreciation

Service Class

$ 415

Service Class 2

2,669

$ 3,084

Equity-Income

Service Class

$ 341,695

Service Class 2

92,560

$ 434,255

Growth

Service Class

$ 883,759

Service Class 2

105,785

$ 989,544

Growth & Income

Service Class

$ 113,188

Service Class 2

23,842

$ 137,030

Growth Opportunities

Service Class

$ 158,653

Service Class 2

40,250

$ 198,903

High Income

Service Class

$ 127,380

Service Class 2

10,014

$ 137,394

Index 500

Service Class

$ 75

Service Class 2

9,474

$ 9,549

Investment Grade Bond

Service Class

$ 54

Service Class 2

2,837

$ 2,891

Mid Cap

Service Class

$ 142,226

Service Class 2

120,908

$ 263,134

Money Market

Service Class

$ 41

Service Class 2

2,455

$ 2,496

Overseas

Service Class

$ 138,038

Service Class 2

20,717

$ 158,755

Value

Service Class

$ 44

Service Class 2

147

$ 191

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 account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Aggressive Growth

Initial Class

$ 209

Service Class

291

Service Class 2

782

$ 1,282

Asset Manager

Initial Class

$ 1,282,256

Service Class

10,363

Service Class 2

2,241

$ 1,294,860

Asset Manager: Growth

Initial Class

$ 147,243

Service Class

4,017

Service Class 2

1,544

$ 152,804

Balanced

Initial Class

$ 84,007

Service Class

8,937

Service Class 2

2,862

$ 95,806

Contrafund

Initial Class

$ 2,499,038

Service Class

390,645

Service Class 2

35,694

$ 2,925,377

Dynamic Capital Appreciation

Initial Class

$ 83

Service Class

335

Service Class 2

806

$ 1,224

Equity-Income

Initial Class

$ 3,244,128

Service Class

227,602

Service Class 2

27,445

$ 3,499,175

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 4,523,970

Service Class

580,899

Service Class 2

29,925

$ 5,134,794

Growth & Income

Initial Class

$ 313,541

Service Class

75,436

Service Class 2

6,552

$ 395,529

Growth Opportunities

Initial Class

$ 270,021

Service Class

104,054

Service Class 2

12,156

$ 386,231

High Income

Initial Class

$ 489,638

Service Class

85,855

Service Class 2

3,532

$ 579,025

Index 500

Initial Class

$ 1,264,947

Service Class

305

Service Class 2

3,317

$ 1,268,569

Investment Grade Bond

Initial Class

$ 304,526

Service Class

36

Service Class 2

1,496

$ 306,058

Mid Cap

Initial Class

$ 186,767

Service Class

94,567

Service Class 2

33,490

$ 314,824

Money Market

Initial Class

$ 816,589

Service Class

34

Service Class 2

1,556

$ 818,179

Overseas

Initial Class

$ 677,203

Service Class

91,800

Service Class 2

6,119

$ 775,122

Value

Initial Class

$ 32

Service Class

33

Service Class 2

46

$ 111

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

Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM. These funds (collectively referred to as the "Central Funds") are only available to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Securities Lending Cash Central Fund and the Fidelity Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

from, or lend money to, other participating funds. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. 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. 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. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on each applicable fund's Statement of Assets and Liabilities.

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. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

8. Expense Reductions.

FMR agreed to reimburse certain funds to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Aggressive Growth

Initial Class

1.50%

$ 5,984

Service Class

1.60%

8,136

Service Class 2

1.75%

20,961

$ 35,081

Dynamic Capital
Appreciation

Initial Class

1.50%

$ 3,431

Service Class

1.60%

11,508

Service Class 2

1.75%

29,626

$ 44,565

Index 500

Initial Class

.28%

$ 1,087,061

Service Class

.38%

298

Service Class 2

.53%

2,974

$ 1,090,333

Value

Initial Class

1.50%

$ 6,103

Service Class

1.60%

6,312

Service Class 2

1.75%

8,462

$ 20,877

Certain security trades were directed to brokers who paid a portion of certain funds' expenses. In addition through arrangements with certain funds' custodian, credits realized as a result of uninvested cash balances were used to reduce the funds' expenses. All of the applicable expense reductions are noted in the table below.

Directed
Brokerage

Custody
expense
reduction

Aggressive Growth

$ 841

$ 95

Asset Manager

48,537

8,373

Asset Manager: Growth

827

1,644

Balanced

23,314

20

Contrafund

2,445,911

10,188

Dynamic Capital
Appreciation

1,164

67

Equity-Income

756,837

682

Growth

3,112,854

1,356

Growth & Income

116,328

380

Growth Opportunities

206,105

-

High Income

41,643

5,946

Index 500

-

23,773

Investment Grade Bond

-

3,277

Mid Cap

273,940

4,714

Overseas

661,848

39

Value

-

20

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest


FILI

Unaffiliated Insurance Companies

Fund

% of Ownership

# of

% Ownership

Aggressive Growth

81%

1

19%

Asset Manager

20%

1

20%

Asset Manager: Growth

63%

-

-

Balanced

41%

1

45%

Contrafund

18%

2

32%

Dynamic Capital
Appreciation

16%

1

77%

Equity-Income

13%

1

28%

Growth

13%

1

27%

Growth & Income

34%

4

54%

Growth Opportunities

14%

1

61%

High Income

12%

2

60%

Index 500

29%

-

-

Investment Grade Bond

47%

-

-

Mid Cap

52%

1

21%

Money Market

61%

-

-

Overseas

12%

1

33%

Value

80%

1

20%

10. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's Schedule of Investments.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

24,776,348,518.30

92.680

Against

448,126,395.47

1.677

Abstain

1,508,636,275.13

5.643

TOTAL

26,733,111,188.90

100.000

PROPOSAL 2

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

# of
Votes Cast

% of
Votes Cast

Affirmative

24,496,494,437.66

91.634

Against

707,781,202.09

2.647

Abstain

1,528,835,549.15

5.719

TOTAL

26,733,111,188.90

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

26,118,185,004.24

97.700

Withheld

614,926,184.66

2.300

TOTAL

26,733,111,188.90

100.000

Ralph F. Cox

Affirmative

26,095,601,985.58

97.615

Withheld

637,509,203.32

2.385

TOTAL

26,733,111,188.90

100.000

Phyllis Burke Davis

Affirmative

26,083,791,943.91

97.571

Withheld

649,319,244.99

2.429

TOTAL

26,733,111,188.90

100.000

Robert M. Gates

Affirmative

26,102,950,511.88

97.643

Withheld

630,160,677.02

2.357

TOTAL

26,733,111,188.90

100.000

Abigail P. Johnson

Affirmative

26,037,276,918.63

97.397

Withheld

695,834,270.27

2.603

TOTAL

26,733,111,188.90

100.000

Edward C. Johnson 3d

Affirmative

26,080,170,223.36

97.558

Withheld

652,940,965.54

2.442

TOTAL

26,733,111,188.90

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

26,106,883,271.10

97.657

Withheld

626,227,917.80

2.343

TOTAL

26,733,111,188.90

100.000

Marie L. Knowles

Affirmative

26,112,825,107.54

97.680

Withheld

620,286,081.36

2.320

TOTAL

26,733,111,188.90

100.000

Ned C. Lautenbach

Affirmative

26,118,368,287.41

97.700

Withheld

614,742,901.49

2.300

TOTAL

26,733,111,188.90

100.000

Peter S. Lynch

Affirmative

26,123,601,514.95

97.720

Withheld

609,509,673.95

2.280

TOTAL

26,733,111,188.90

100.000

William O. McCoy

Affirmative

26,111,093,172.07

97.673

Withheld

622,018,016.83

2.327

TOTAL

26,733,111,188.90

100.000

Marvin L. Mann

Affirmative

26,109,956,160.87

97.669

Withheld

623,155,028.03

2.331

TOTAL

26,733,111,188.90

100.000

Robert C. Pozen

Affirmative

26,115,314,548.99

97.689

Withheld

617,796,639.91

2.311

TOTAL

26,733,111,188.90

100.000

William S. Stavropoulos

Affirmative

26,080,088,758.45

97.557

Withheld

653,022,430.45

2.443

TOTAL

26,733,111,188.90

100.000

PROPOSAL 4

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

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,497,318,391.00

93.981

Against

77,361.216.10

0.970

Abstain

402,778,316.67

5.049

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

12,316,328,775.38

93.637

Against

169,867,253.30

1.291

Abstain

667,144,656.23

5.072

TOTAL

13,153,340,684.91

100.000

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,680,073,979.22

94.189

Against

16,137,221.51

0.904

Abstain

87,524,110.83

4.907

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,755,221,728.54

92.794

Against

47,789,969.62

2.527

Abstain

88,510,226.64

4.679

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,815,569,546.71

94.215

Against

25,464,262.95

1.321

Abstain

86,021,534.20

4.464

TOTAL

1,927,055,343.86

100.000

PROPOSAL 5

To approve an amended management contract for Money Market Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,590,382,646.57

84.080

Against

199,914,788.57

10.569

Abstain

101,224,489.66

5.351

TOTAL

1,891,521,924.80

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,639,349,558.52

91.905

Against

37,872,449.53

2.124

Abstain

106,513,303.51

5.971

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,775,689,405.28

92.145

Against

44,179,285.29

2.293

Abstain

107,186,653.29

5.562

TOTAL

1,927,055,343.86

100.000

PROPOSAL 7

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,633,310,950.92

91.567

Against

40,844,607.29

2.290

Abstain

109,579,753.35

6.143

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,774,000,083.53

92.058

Against

45,297,103.43

2.350

Abstain

107,758,156.90

5.592

TOTAL

1,927,055,343.86

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with Fidelity International Investment Advisors (FIIA) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,774,591,133.57

92.088

Against

44,316,720.04

2.300

Abstain

108,147,490.25

5.612

TOTAL

1,927,055,343.86

100.000

PROPOSAL 9

To approve an amended sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity International Investment Advisors U.K. Limited (FIIA(U.K.)L) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,771,807,754.08

91.944

Against

44,657,180.60

2.317

Abstain

110,590,409.18

5.739

TOTAL

1,927,055,343.86

100.000

PROPOSAL 10

To approve a new sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity Investments Japan Limited (FIJ) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,770,295,043.97

91.865

Against

45,881,834.47

2.381

Abstain

110,878,465.42

5.754

TOTAL

1,927,055,343.86

100.000

PROPOSAL 11

To eliminate a fundamental policy of High Income Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,611,599,844.60

90.350

Against

54,953,711.11

3.081

Abstain

117,181,755.85

6.569

TOTAL

1,783,735,311.56

100.000

PROPOSAL 12

To eliminate a fundamental investment policy of Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,726,857,388.38

89.611

Against

83,196,273.38

4.317

Abstain

117,001,682.10

6.072

TOTAL

1,927,055,343.86

100.000

PROPOSAL 13

To amend each fund's fundamental investment limitation concerning underwriting.

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,219,642,201.23

90.501

Against

224,780,987.56

2.817

Abstain

533,034,734.98

6.682

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

11,858,503,060.05

90.156

Against

395,382,780.56

3.006

Abstain

899,454,844.30

6.838

TOTAL

13,153,340,684.91

100.000

High Income

Affirmative

1,623,823,177.31

91.035

Against

45,798,458.68

2.568

Abstain

114,113,675.57

6.397

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,657,386,964.61

87.622

Against

102,466,078.06

5.417

Abstain

131,668,882.13

6.961

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,759,986,437.38

91.330

Against

51,725,023.93

2.685

Abstain

115,343,882.55

5.985

TOTAL

1,927,055,343.86

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund II shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

14,308,823,743.47

92.057

Against

258,325,621.27

1.662

Abstain

976,343,698.91

6.281

TOTAL

15,543,493,063.65

100.000

PROPOSAL 2

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

# of
Votes Cast

% of
Votes Cast

Affirmative

14,121,087,660.81

90.849

Against

418,368,837.43

2.691

Abstain

1,004,036,565.41

6.460

TOTAL

15,543,493,063.65

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

15,154,409,605.27

97.497

Withheld

389,083,458.38

2.503

TOTAL

15,543,493,063.65

100.000

Ralph F. Cox

Affirmative

15,129,005,401.07

97.333

Withheld

414,487,662.58

2.667

TOTAL

15,543,493,063.65

100.000

Phyllis Burke Davis

Affirmative

15,129,404,134.81

97.336

Withheld

414,088,928.84

2.664

TOTAL

15,543,493,063.65

100.000

Robert M. Gates

Affirmative

15,147,044,856.90

97.449

Withheld

396,448,206.75

2.551

TOTAL

15,543,493,063.65

100.000

Abigail P. Johnson

Affirmative

15,114,183,093.39

97.238

Withheld

429,309,970.26

2.762

TOTAL

15,543,493,063.65

100.000

Edward C. Johnson 3d

Affirmative

15,120,517,923.39

97.279

Withheld

422,975,140.26

2.721

TOTAL

15,543,493,063.65

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

15,146,564,785.62

97.446

Withheld

396,928,278.03

2.554

TOTAL

15,543,493,063.65

100.000

Marie L. Knowles

Affirmative

15,155,243,168.95

97.502

Withheld

388,249,894.70

2.498

TOTAL

15,543,493,063.65

100.000

Ned C. Lautenbach

Affirmative

15,158,046,761.05

97.520

Withheld

385,446,302.60

2.480

TOTAL

15,543,493,063.65

100.000

Peter S. Lynch

Affirmative

15,158,407,202.15

97.523

Withheld

385,085,861.50

2.477

TOTAL

15,543,493,063.65

100.000

William O. McCoy

Affirmative

15,148,976,308.20

97.462

Withheld

394,516,755.45

2.538

TOTAL

15,543,493,063.65

100.000

Marvin L. Mann

Affirmative

15,142,548,326.72

97.420

Withheld

400,944,736.93

2.580

TOTAL

15,543,493,063.65

100.000

Robert C. Pozen

Affirmative

15,153,117,320.84

97.488

Withheld

390,375,742.81

2.512

TOTAL

15,543,493,063.65

100.000

William S. Stavropoulos

Affirmative

15,130,986,737.33

97.346

Withheld

412,506,326.32

2.654

TOTAL

15,543,493,063.65

100.000

PROPOSAL 4

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

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

3,060,681,053.44

94.072

Against

35,328,863.78

1.086

Abstain

157,538,872.95

4.842

TOTAL

3,253,548,790.17

100.000

Asset Manager: Growth

Affirmative

440,641,516.41

93.601

Against

5,392,115.32

1.145

Abstain

24,732,891.40

5.254

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

7,114,852.833.17

93.516

Against

92,412,542.24

1.215

Abstain

400,889,201.69

5.269

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

504,082,312.84

93.996

Against

4,125,071.29

0.770

Abstain

28,070,448.39

5.234

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,417,545,931.25

93.001

Against

43,666,408.24

1.188

Abstain

213,533,001.24

5.811

TOTAL

3,674,745,340.73

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

430,988,304.92

91.550

Against

10,388,837.55

2.207

Abstain

29,389,380.66

6.243

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,926,624.148.24

91.042

Against

180,196,437.21

2.369

Abstain

501,333,991.65

6.589

TOTAL

7,608,154,577.10

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

428,853,207.43

91.097

Against

11,313,645.79

2.403

Abstain

30,599,669.91

6.500

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,909,145,220.22

90.812

Against

186,008,241.69

2.445

Abstain

513,001,115.19

6.743

TOTAL

7,608,154,577.10

100.000

PROPOSAL 7

To amend each fund's fundamental investment limitation concerning underwriting.

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

2,968,079,117.59

91.226

Against

81,455,848.31

2.503

Abstain

204,013,824.27

6.271

TOTAL

3,253,548.790.17

100.000

Asset Manager: Growth

Affirmative

426,919,824.45

90.686

Against

11,428,106.44

2.428

Abstain

32,418,592.24

6.886

TOTAL

470,766,523.13

100.000

Contrafund

Affirmative

6,861,366,604.00

90.184

Against

218,857,539.69

2.877

Abstain

527,930,433.41

6.939

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

492,389,785.10

91.816

Against

8,802,410.80

1.642

Abstain

35,085,636.62

6.542

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,311,716,844.12

90.121

Against

94,272,996.09

2.565

Abstain

268,755,500.52

7.314

TOTAL

3,674,745,340.73

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Deutsche Asset Management Inc.
Index 500 Portfolio

FMR Co., Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Equity-Income, Growth, Growth & Income, Growth
Opportunities, High Income, Index 500, Mid Cap, Overseas,
and Value Portfolios

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity Management & Research (Far East) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Officers

Edward C. Johnson 3d, President

Abigail P. Johnson, Senior Vice President

Phillip L. Bullen, Vice President - Index 500 and
Overseas Portfolios

Dwight D. Churchill, Vice President - Investment Grade Bond
and Money Market Portfolios

Boyce I. Greer, Vice President - Money Market Portfolio

Bart A. Grenier, Vice President - Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
and Growth & Income Portfolios

Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond, and Money Market Portfolios

Robert A. Lawrence, Vice President - High Income Portfolio

David L. Murphy, Vice President - Investment Grade Bond Portfolio

Richard A. Spillane, Jr., Vice President - Aggressive Growth,
Contrafund, Dynamic Capital Appreciation, Growth, Growth
Opportunities, Mid Cap, and Value Portfolios

John Avery, Vice President - Balanced Portfolio

Barry J. Coffman, Vice President - High Income Portfolio

William Danoff, Vice President - Contrafund Portfolio

Bettina Doulton, Vice President - Growth Opportunities Portfolio

Robert Duby, Vice President - Money Market Portfolio

Stephen M. DuFour, Vice President - Value Portfolio

Kevin E. Grant, Vice President - Balanced and Investment
Grade Bond Portfolios

Richard R. Mace, Jr., Vice President - Overseas Portfolio

Charles S. Morrison II, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Mark J. Notkin, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio

Louis Salemy, Vice President - Growth & Income Portfolio

J. Fergus Shiel, Vice President - Dynamic Capital
Appreciation Portfolio

Steven J. Snider, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

John J. Todd, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Paul F. Maloney, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

William S. Stavropoulos * - funds of Variable Insurance
Products Fund and Variable Insurance Products Fund II

Advisory Board

Robert C. Pozen

William S. Stavropoulos - funds of Variable Insurance
Products Fund III

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Aggressive Growth,
Asset Manager, Asset Manager: Growth, Balanced,
Equity-Income, Growth & Income, and Overseas Portfolios

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

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation and Value Portfolios

* Independent trustees

VIPIC-SANN-0801 141834
1.705983.103

Fidelity® Variable Insurance Products
Service Class

Aggressive Growth Portfolio

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Value Portfolio

Semiannual Report

June 30, 2001

(2_fidelity_logos)(registered trademark)

Contents

Market Environment

4

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

Aggressive Growth Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Managers' Overview

7

Investments

12

Financial Statements

Asset Manager Portfolio

16

Performance and Investment Summary

17

Fund Talk: The Managers' Overview

18

Investments

34

Financial Statements

Asset Manager: Growth Portfolio

38

Performance and Investment Summary

39

Fund Talk: The Managers' Overview

40

Investments

55

Financial Statements

Balanced Portfolio

59

Performance and Investment Summary

60

Fund Talk: The Managers' Overview

61

Investments

72

Financial Statements

Contrafund Portfolio

76

Performance and Investment Summary

77

Fund Talk: The Managers' Overview

78

Investments

85

Financial Statements

Dynamic Capital Appreciation Portfolio

89

Performance and Investment Summary

90

Fund Talk: The Managers' Overview

91

Investments

94

Financial Statements

Equity-Income Portfolio

98

Performance and Investment Summary

99

Fund Talk: The Managers' Overview

100

Investments

108

Financial Statements

Growth Portfolio

112

Performance and Investment Summary

113

Fund Talk: The Managers' Overview

114

Investments

118

Financial Statements

Growth & Income Portfolio

122

Performance and Investment Summary

123

Fund Talk: The Managers' Overview

124

Investments

127

Financial Statements

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

Semiannual Report

Growth Opportunities Portfolio

131

Performance and Investment Summary

132

Fund Talk: The Managers' Overview

133

Investments

137

Financial Statements

High Income Portfolio

141

Performance and Investment Summary

142

Fund Talk: The Managers' Overview

143

Investments

152

Financial Statements

Index 500 Portfolio

156

Performance and Investment Summary

157

Fund Talk: The Managers' Overview

158

Investments

165

Financial Statements

Investment Grade Bond Portfolio

169

Performance and Investment Summary

170

Fund Talk: The Managers' Overview

171

Investments

178

Financial Statements

Mid Cap Portfolio

182

Performance and Investment Summary

183

Fund Talk: The Managers' Overview

184

Investments

190

Financial Statements

Money Market Portfolio

194

Performance

195

Fund Talk: The Managers' Overview

196

Investments

200

Financial Statements

Overseas Portfolio

204

Performance and Investment Summary

205

Fund Talk: The Managers' Overview

206

Investments

209

Financial Statements

Value Portfolio

213

Performance and Investment Summary

214

Fund Talk: The Manager's Overview

215

Investments

218

Financial Statements

Notes to Financial Statements

222

Notes to the Financial Statements

Proxy Voting Results

231

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

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

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

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

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

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

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

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

There's an expression in financial quarters that says, "When the United States sneezes, the world catches cold." That would seem to be a pretty fair statement judging by the performance of the global economy during the six-month period ending June 30, 2001. Considering that more than a third of all goods sold in the U.S. are imports - compared to 20% a decade ago - the sharp deceleration of the domestic economy had far-reaching ramifications. Asia, the Pacific Rim, Europe and many other parts of the world - particularly technology exporters - were negatively affected by slowing U.S. demand. Higher energy costs also put a damper on global economic growth through the first half of 2001. The news was better in the second quarter of the year, at least for U.S. stocks. The second quarter gains of U.S. equity stock funds were the biggest since the fourth quarter of 1999, according to Lipper Inc.

U.S. Stock Markets

Despite extreme volatility during the first half of 2001, opportunities for strong returns were still abundant for equity investors. In short, big was anything but better during the first half of the year. Small- and mid-cap value stocks were the top performers, while large-cap growth fell from favor. The technology and telecommunications industries were the primary victims of this fallout. The "irrational exuberance" - a phrase coined by Federal Reserve Board chairman Alan Greenspan a few years ago to describe the extraordinary run-up in these new economy stocks - quickly evaporated as economic growth slowed and earnings disappointments piled up. In response, investors turned to the long-neglected value arena, where many companies demonstrated real earnings growth and reasonable valuations. A look at the numbers reveals the performance discrepancy between the large-cap growth and mid- to small-cap value styles: For the six-month period ending June 30, 2001, the Russell 2000® Value Index - a measure of small-cap value stock performance - gained 12.72%. Its large-cap growth counterpart, the Russell 1000® Growth Index, declined 14.24%. Other growth-oriented indexes demonstrated a similar shortfall. The large-cap weighted Standard & Poor's 500SM Index fell 6.70%, while the tech- and telecom-heavy NASDAQ Composite® Index lost 12.40%. The Dow Jones Industrial AverageSM, a blend of 30 blue-chip companies - 23 of which fall into the value category - finished the six-month period down 1.86%.

Foreign Stock Markets

The performance of international equity markets echoed that of their U.S. counterparts during the first half of 2001. Slowing economic growth led to a sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin pressures and a decline in capital expenditures took a heavy toll on corporate earnings, causing the Morgan Stanley Capital InternationalSM Europe, Australasia and Far East (MSCI® EAFE®) Index to drop 14.45%. Europe accounted for much of the weakness. The global slowdown reduced export activity, and the European Central Bank's reluctance to cut interest rates due to inflation fears was greeted negatively by investors. Japan also suffered a sharp drop in exports, particularly in technology-related sectors. The Tokyo Stock Exchange Index (TOPIX), a benchmark of the Japanese stock market, fell 6.86%. On the other hand, South Korea posted one of the best performances, as the Korea Composite Stock Price Index (KOSPI) jumped 11.30% during the past six months thanks to renewed strength in semiconductor demand. Latin American stocks rebounded in the second quarter of 2001, helping the Morgan Stanley Capital International Emerging Markets Free - Latin America Index record a 6.16% gain for the first half of the year.

U.S. Bond Markets

Investment-grade bonds extended their recent dominance over most major stock indexes for the six-month period ending June 30, 2001. The Lehman Brothers Aggregate Bond Index - a popular measure of taxable-bond performance - returned 3.62% during this time frame. Treasuries relinquished market leadership to the spread sectors, particularly corporate bonds, which stormed out of the gates in 2001. Still, the Lehman Brothers Treasury Index returned 1.95%. Overwhelming evidence of deteriorating economic growth spurred the Federal Reserve Board to aggressively ease interest rates, with a total of six cuts during the first six months of 2001. This strong positive signal of support for the economy triggered one of the best months ever for corporate bonds in January. Further yield spread tightening in the spring ensured top billing for the Lehman Brothers Credit Bond Index, which returned 5.38%. Agencies benefited from reduced political risk surrounding government-sponsored enterprises, while a still-robust housing market aided discount mortgage securities. The Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 3.06% and 3.78%, respectively. High-yield bonds also chipped in with a positive six-month return, despite a negative second quarter. Overall, the Merrill Lynch High Yield Master II Index gained 3.38% in the first half of 2001.

Foreign Bond Markets

In general, emerging-markets debt outperformed developed nation investment-grade government bonds during the past six months. The J.P. Morgan Emerging Markets Bond Index Global returned 5.82% in that time frame. Russia stood out among the index's top performers, helped by a continuation of economic reforms and several credit rating upgrades. Argentina was at the opposite end of the spectrum, plagued by its slumping economy and potential debt defaults. Meanwhile, international government bonds fell 6.78%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. European government bond performance was held back somewhat as the euro had a difficult time competing with the strong U.S. dollar.

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio - Service Class

Performance and Investment Summary

Performance

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

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class shares will appear once the fund is a year old.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Aggressive Growth Portfolio - Service Class on December 27, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $9,439 - a 5.61% decrease on the initial investment. For comparison, look at how the Russell Midcap Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,695 - a 13.05% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Cabletron Systems, Inc.

2.3

Allergan, Inc.

1.7

Networks Associates, Inc.

1.5

Metro One Telecommunications, Inc.

1.4

IDEC Pharmaceuticals Corp.

1.3

8.2

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

45.4

Health Care

19.1

Consumer Discretionary

8.9

Energy

4.5

Financials

3.5

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

70.8%

Bonds

19.4%

Short-Term Investments and Net Other Assets

9.8%



* Foreign investments 3.9%

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

Note to shareholders: Rajiv Kaul (right) became Portfolio Manager of Aggressive Growth Portfolio on June 13, 2001. The following is an interview with Beso Sikharulidze (left), the fund's former Portfolio Manager, with additional comments from Rajiv Kaul.

Q. How did the fund perform, Beso?

B.S. For the six months that ended June 30, 2001, the fund outperformed both the Russell Midcap® Growth Index and the variable annuity mid-cap funds average tracked by Lipper Inc., which produced returns of -12.96% and -6.84%, respectively. From its inception on December 27, 2000, through June 30, 2001, the fund topped the Russell Midcap Growth Index, which returned -13.05%. Lipper does not calculate a life of fund comparison.

Q. To what do you attribute the fund's success relative to its benchmarks during the past six months?

B.S. Focusing solely on the highest-quality securities from the areas of the market with the highest growth potential was critical to our success. A good portion of our relative advantage came from the technology sector, which had a particularly difficult period overall, falling more than 22%. Despite investing about half of the fund's net assets on average in tech, a considerable overweighting relative to the Russell index, our holdings still outperformed by healthy margins. We further benefited from generally owning the right names within health care, along with two strong picks in consumer discretionary - namely amusement park operator Six Flags and broadcasting company Radio One. Finally, I added further exposure to convertible securities at the expense of pure equities, as more attractive situations emerged among convertibles as a result of the market's downturn. Prudently employing this asset class boosted the fund's total return potential by offering participation in equities on the upside, as well as downside protection in the form of a lofty bond yield cushion. This strategy paid off versus our peers, which tended to have very little, if any, exposure to convertible securities.

Q. What else can you tell us about your tech strategy and how it influenced performance?

B.S. Tech firms hit the wall early in the period as demand dried up and fundamentals deteriorated. As such, I continued to spend a lot of time scrutinizing the fund's holdings in order to upgrade the quality of the portfolio. I decreased the fund's overall tech weighting, while focusing my efforts on owning the perceived leaders in next-generation technology - firms that should have more cushion in down markets because they can still gain market share. Given a broad curtailment in business investment, it was necessary to hone in on tech providers that were bucking the downturn by providing the tools that - despite cuts in capital spending - companies had to buy. Getting businesses up and running on the Internet was critical to corporate customers, as was cost-cutting through improvements in both supply-chain and customer-relationship management. I turned to smaller-cap software providers such as Micromuse and Network Associates, which helped us during the period. Given the growing concerns about overcapacity, I shed most of our optical equipment and networking component manufacturers that performed poorly. Unfortunately, I was a little late in doing so with some of them. The stocks I held onto in this area had new, exciting technologies that were in demand. Sonus Networks and ONI Systems held up well, while Ciena got caught in the downdraft despite sound fundamentals. Critical Path was another notable detractor from performance.

Q. How about some of your moves within health care?

B.S. I continued to emphasize biotechnology companies that I felt housed the most attractive growth prospects. Despite the uncertainty surrounding most high-growth stocks during the period, the risks within the biotech industry remained generally constant. My experience following the health sector provided me with some great insights into finding quality biotech stocks with strong product pipelines. I uncovered several winners in this space, most notably Titan Pharmaceuticals and CuraGen.

Q. Turning to you Rajiv, what's your outlook?

R.K. I feel pretty good about the fund's positioning right now, with it having aggressive as well as defensive characteristics. I'm optimistic about the improving liquidity in the marketplace, induced by the Federal Reserve Board's aggressive attempts to stimulate growth in the economy. The markets historically have performed well when the Fed is easing interest rates. However, I remain cautious about company fundamentals in the near term, since it's still unclear as to when they will actually respond to the stimulus.

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


Fund Facts

Goal: seeks capital appreciation by investing primarily in common stocks

Start date: December 27, 2000

Size: as of June 30, 2001, more than
$6 million

Manager: Rajiv Kaul, since June 2001; joined Fidelity in 1996

3

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.2%

Automobiles - 0.5%

Harley-Davidson, Inc.

730

$ 34,368

Hotels, Restaurants & Leisure - 0.8%

International Game Technology (a)

640

40,160

Mandalay Resort Group (a)

350

9,590

Six Flags, Inc. (a)

231

4,860

54,610

Leisure Equipment & Products - 0.7%

Midway Games, Inc. (a)

2,500

46,250

Media - 2.5%

AOL Time Warner, Inc. (a)

110

5,830

Gemstar-TV Guide International, Inc. (a)

1,570

65,956

Macrovision Corp. (a)

200

13,616

Radio One, Inc. Class D (non-vtg.) (a)

3,180

68,529

Salem Communications Corp. Class A (a)

300

6,279

Univision Communications, Inc.
Class A (a)

100

4,278

164,488

Multiline Retail - 0.5%

BJ's Wholesale Club, Inc. (a)

400

21,304

JCPenney Co., Inc.

500

13,180

34,484

Specialty Retail - 1.2%

Abercrombie & Fitch Co. Class A (a)

1,060

47,170

Pacific Sunwear of California, Inc. (a)

1,400

31,668

78,838

TOTAL CONSUMER DISCRETIONARY

413,038

CONSUMER STAPLES - 1.6%

Food & Drug Retailing - 1.0%

CVS Corp.

10

386

Duane Reade, Inc. (a)

1,000

32,500

Rite Aid Corp. (a)

4,040

36,360

69,246

Personal Products - 0.6%

Avon Products, Inc.

110

5,091

Estee Lauder Companies, Inc. Class A

820

35,342

40,433

TOTAL CONSUMER STAPLES

109,679

ENERGY - 4.5%

Energy Equipment & Services - 4.5%

Baker Hughes, Inc.

2,600

87,100

BJ Services Co. (a)

260

7,379

Cooper Cameron Corp. (a)

560

31,248

Global Industries Ltd. (a)

90

1,181

Halliburton Co.

770

27,412

Hanover Compressor Co. (a)

30

993

Input/Output, Inc. (a)

440

5,588

Shares

Value (Note 1)

Pride International, Inc. (a)

310

$ 5,890

Smith International, Inc. (a)

810

48,519

Varco International, Inc. (a)

50

931

Weatherford International, Inc. (a)

1,770

84,960

301,201

FINANCIALS - 3.5%

Banks - 0.5%

Synovus Financial Corp.

1,140

35,773

Diversified Financials - 3.0%

Alliance Data Systems Corp.

2,300

34,500

Capital One Financial Corp.

630

37,800

E*TRADE Group, Inc. (a)

2,350

15,158

Household International, Inc.

650

43,355

Providian Financial Corp.

1,210

71,632

202,445

TOTAL FINANCIALS

238,218

HEALTH CARE - 14.1%

Biotechnology - 6.0%

Alkermes, Inc. (a)

1,510

52,744

Applera Corp. - Celera Genomics Group (a)

670

26,572

BioMarin Pharmaceutical, Inc. (a)

760

9,994

Corvas International, Inc. (a)

2,480

29,338

CuraGen Corp. (a)

510

18,743

Human Genome Sciences, Inc. (a)

180

10,742

IDEC Pharmaceuticals Corp. (a)

1,380

89,438

Invitrogen Corp. (a)

520

36,400

Medarex, Inc. (a)

310

7,294

Medimmune, Inc. (a)

1,000

47,420

Millennium Pharmaceuticals, Inc. (a)

200

6,780

Protein Design Labs, Inc. (a)

100

8,410

Serologicals Corp. (a)

100

2,125

Titan Pharmaceuticals, Inc. (a)

1,860

55,819

401,819

Health Care Equipment & Supplies - 1.8%

Align Technology, Inc.

3,680

29,477

DENTSPLY International, Inc.

830

36,894

Guidant Corp. (a)

450

16,200

St. Jude Medical, Inc. (a)

20

1,200

Steris Corp. (a)

1,970

39,499

Stryker Corp.

20

1,097

124,367

Health Care Providers & Services - 2.1%

AdvancePCS (a)

690

43,884

Andrx Group (a)

800

60,696

Priority Healthcare Corp. Class B (a)

350

9,902

Quest Diagnostics, Inc. (a)

20

1,497

Unilab Corp.

100

2,545

Urocor, Inc. (a)

1,280

19,878

138,402

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - 4.2%

Allergan, Inc.

1,340

$ 114,570

Bone Care International, Inc. (a)

770

20,382

Forest Laboratories, Inc. (a)

1,000

71,000

ImClone Systems, Inc. (a)

660

33,660

IVAX Corp. (a)

1,162

45,318

284,930

TOTAL HEALTH CARE

949,518

INDUSTRIALS - 3.2%

Commercial Services & Supplies - 3.1%

Cendant Corp. (a)

1,960

38,220

Concord EFS, Inc. (a)

620

34,435

Ecolab, Inc.

800

32,776

Learning Tree International, Inc. (a)

1,350

30,956

ProsoftTraining.com (a)

6,800

8,364

Robert Half International, Inc. (a)

1,100

27,379

The BISYS Group, Inc. (a)

580

34,742

206,872

Road & Rail - 0.1%

Landstar System, Inc. (a)

100

6,810

TOTAL INDUSTRIALS

213,682

INFORMATION TECHNOLOGY - 33.4%

Communications Equipment - 7.5%

Avocent Corp. (a)

100

2,243

Brocade Communications System, Inc. (a)

930

40,334

Cabletron Systems, Inc. (a)

6,800

155,369

CIENA Corp. (a)

1,850

70,430

Comverse Technology, Inc. (a)

820

47,240

Emulex Corp. (a)

500

19,500

Finisar Corp. (a)

1,940

36,103

ONI Systems Corp.

250

6,725

QUALCOMM, Inc. (a)

460

26,197

SBA Communications Corp. Class A (a)

1,540

35,851

Sonus Networks, Inc. (a)

1,360

30,831

Tekelec (a)

130

3,457

Tellium, Inc.

1,600

27,232

501,512

Computers & Peripherals - 0.8%

Lexmark International, Inc. Class A (a)

800

53,800

Electronic Equipment & Instruments - 2.4%

Millipore Corp.

600

37,188

Orbotech Ltd.

990

35,690

PerkinElmer, Inc.

920

25,328

SCI Systems, Inc. (a)

500

12,750

Symbol Technologies, Inc.

1,020

22,644

Waters Corp. (a)

1,095

30,233

163,833

Shares

Value (Note 1)

Internet Software & Services - 3.7%

ActivCard SA sponsored ADR (a)

90

$ 805

Braun Consulting, Inc. (a)

400

3,200

Check Point Software
Technologies Ltd. (a)

700

35,469

Docent, Inc.

4,000

29,400

Homestore.com, Inc. (a)

1,480

51,326

InterCept Group, Inc. (a)

1,120

41,048

IntraNet Solutions, Inc. (a)

890

32,574

Netegrity, Inc. (a)

270

8,627

Openwave Systems, Inc.

1,320

42,874

webMethods, Inc. (a)

320

6,707

252,030

IT Consulting & Services - 1.0%

Affiliated Computer Services, Inc.
Class A (a)

420

30,202

SunGard Data Systems, Inc. (a)

1,160

34,812

65,014

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

100

4,919

Semiconductor Equipment & Products - 5.7%

ASML Holding NV (NY Shares) (a)

1,300

29,315

Axcelis Technologies, Inc.

2,000

29,940

FEI Co. (a)

200

7,826

Integrated Circuit Systems, Inc. (a)

600

11,460

Integrated Device Technology, Inc. (a)

800

24,064

Intersil Corp. Class A (a)

240

8,208

KLA-Tencor Corp. (a)

1,000

58,700

LAM Research Corp. (a)

300

9,015

Marvell Technology Group Ltd.

1,080

29,160

QLogic Corp. (a)

810

52,172

STMicroelectronics NV (NY Shares)

900

30,600

Teradyne, Inc. (a)

150

4,965

TTM Technologies, Inc.

1,600

12,960

Varian Semiconductor Equipment Associates, Inc. (a)

800

32,480

Virage Logic Corp.

2,700

39,663

380,528

Software - 12.2%

Advent Software, Inc. (a)

710

46,150

Amdocs Ltd. (a)

570

30,695

BEA Systems, Inc. (a)

1,880

62,454

BMC Software, Inc. (a)

1,000

22,540

Cadence Design Systems, Inc. (a)

200

3,726

Citrix Systems, Inc. (a)

1,700

58,905

Computer Associates International, Inc.

40

1,440

Compuware Corp. (a)

2,760

37,702

Dendrite International, Inc. (a)

1,540

17,402

E.piphany, Inc. (a)

600

6,090

Electronic Arts, Inc. (a)

500

28,745

Inet Technologies, Inc. (a)

140

1,163

Informatica Corp. (a)

1,700

29,257

Infovista SA sponsored ADR (a)

2,000

10,500

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Legato Systems, Inc. (a)

720

$ 11,441

Mercury Interactive Corp. (a)

480

29,573

Micromuse, Inc. (a)

1,450

40,600

Microsoft Corp. (a)

60

4,321

NetIQ Corp. (a)

300

9,330

Networks Associates, Inc. (a)

8,140

100,773

Numerical Technologies, Inc. (a)

830

16,484

NVIDIA Corp. (a)

400

36,828

PeopleSoft, Inc. (a)

700

33,810

Peregrine Systems, Inc. (a)

1,250

38,263

Phoenix Technologies Ltd. (a)

100

1,400

Precise Software Solutions Ltd.

1,250

38,200

Symantec Corp. (a)

520

22,391

Take-Two Interactive Software, Inc. (a)

500

9,295

TIBCO Software, Inc. (a)

2,200

30,382

Vastera, Inc.

400

5,640

VERITAS Software Corp. (a)

520

35,318

820,818

TOTAL INFORMATION TECHNOLOGY

2,242,454

MATERIALS - 0.4%

Containers & Packaging - 0.3%

Peak International Ltd. (a)

3,440

22,016

Metals & Mining - 0.1%

Newmont Mining Corp.

380

7,072

TOTAL MATERIALS

29,088

TELECOMMUNICATION SERVICES - 1.4%

Wireless Telecommunication Services - 1.4%

Metro One Telecommunications, Inc. (a)

1,460

94,725

UTILITIES - 0.6%

Electric Utilities - 0.2%

AES Corp. (a)

240

10,332

Multi-Utilities - 0.4%

Dynegy, Inc. Class A

320

14,880

Enron Corp.

270

13,230

28,110

TOTAL UTILITIES

38,442

TOTAL COMMON STOCKS

(Cost $4,279,837)

4,630,045

Convertible Preferred Stocks - 1.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 1.9%

Media - 1.9%

Entercom Communication Capital Trust $3.125 TIDES

200

$ 13,150

Pegasus Communications Corp. $6.50

900

38,700

Radio One, Inc. $65.00

60

77,100

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $120,650)

128,950

Convertible Bonds - 19.4%

Moody's Ratings (unaudited) (d)

Principal Amount

CONSUMER DISCRETIONARY - 0.8%

Media - 0.4%

Getty Images, Inc.
5% 3/15/07

B2

$ 35,000

27,344

Specialty Retail - 0.4%

Office Depot, Inc. liquid yield option note
0% 12/11/07

Ba1

40,000

28,250

TOTAL CONSUMER DISCRETIONARY

55,594

HEALTH CARE - 5.0%

Biotechnology - 5.0%

Alkermes, Inc.
3.75% 2/15/07

-

40,000

29,750

Aviron 5.25% 2/1/08

-

30,000

33,488

CuraGen Corp.:

6% 2/2/07 (c)

CCC

7,000

6,007

6% 2/2/07

CCC

121,000

103,833

CV Therapeutics, Inc.
4.75% 3/7/07

-

30,000

31,735

Human Genome Sciences, Inc. 3.75% 3/15/07

CCC

105,000

85,575

Sepracor, Inc.
5% 2/15/07

-

67,000

45,058

335,446

INFORMATION TECHNOLOGY - 12.0%

Communications Equipment - 4.2%

CIENA Corp.
3.75% 2/1/08

Ba3

7,000

5,176

CommScope, Inc.
4% 12/15/06

Baa3

40,000

34,519

Natural MicroSystems Corp. 5% 10/15/05

CCC+

3,000

1,596

ONI Systems Corp.
5% 10/15/05

CCC

197,000

149,474

Redback Networks, Inc.
5% 4/1/07

CCC

62,000

37,123

Spectrasite Holdings, Inc. 6.75% 11/15/10

B3

40,000

25,400

Terayon Communication Systems, Inc. 5% 8/1/07

CCC

80,000

31,850

285,138

Convertible Bonds - continued

Moody's Ratings (unaudited) (d)

Principal Amount

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 0.5%

Sanmina Corp.
0% 9/12/20

Ba3

$ 87,000

$ 31,211

Semiconductor Equipment & Products - 5.2%

Amkor Technology, Inc.
5% 3/15/07

B2

28,000

21,842

Atmel Corp.
0% 5/23/21 (c)

-

80,000

30,900

Cymer, Inc.
7.25% 8/6/04

-

23,000

22,339

General Semiconductor, Inc. 5.75% 12/15/06

B2

35,000

31,894

International Rectifier Corp. 4.25% 7/15/07

B2

30,000

23,250

Kulicke & Soffa Industries, Inc. 4.75% 12/15/06

B3

30,000

28,688

S3, Inc. 5.75% 10/1/03

-

40,000

26,000

Semtech Corp.
4.5% 2/1/07

CCC+

40,000

39,500

Vitesse Semiconductor Corp. 4% 3/15/05

B2

153,000

123,165

347,578

Software - 2.1%

Arbor Software Corp.
4.5% 3/15/05

-

40,000

32,300

Cyras Systems, Inc.
4.5% 8/15/05 (c)

-

67,000

76,045

Rational Software Corp.
5% 2/1/07

-

30,000

31,465

139,810

TOTAL INFORMATION TECHNOLOGY

803,737

TELECOMMUNICATION SERVICES - 1.6%

Wireless Telecommunication Services - 1.6%

Aether Systems, Inc.
6% 3/22/05

CCC

128,000

75,776

Nextel Communications, Inc. 5.25% 1/15/10

B1

50,000

30,500

106,276

TOTAL CONVERTIBLE BONDS

(Cost $1,288,467)

1,301,053

Cash Equivalents - 10.1%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 41,014

$ 41,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

639,180

639,180

TOTAL CASH EQUIVALENTS

(Cost $680,180)

680,180

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $6,369,134)

6,740,228

NET OTHER ASSETS - (0.3)%

(17,288)

NET ASSETS - 100%

$ 6,722,940

Security Type Abbreviations

TIDES

-

Term Income Deferred Equity Securities

Legend

(a) Non-income producing

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

(c) 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 $112,952 or 1.7% of net assets.

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.5%

BBB

0.0%

Ba

1.0%

BB

0.9%

B

4.6%

B

5.2%

Caa

0.0%

CCC

7.9%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 5.3%. FMR has determined that unrated debt securities that are lower quality account for 5.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $10,666,026 and $5,990,617, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $123 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $6,431,782. Net unrealized appreciation aggregated $308,446, of which $675,223 related to appreciated investment securities and $366,777 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $3,000 all of which will expire on December 31, 2008.

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

Aggressive Growth Portfolio

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $41,000) (cost $6,369,134) - See accompanying schedule

$ 6,740,228

Cash

418

Receivable for investments sold

117,053

Receivable for fund shares sold

880

Dividends receivable

714

Interest receivable

24,672

Receivable from investment adviser for expense reductions

781

Total assets

6,884,746

Liabilities

Payable for investments purchased

$ 133,836

Payable for fund shares redeemed

1,362

Distribution fees payable

955

Other payables and
accrued expenses

25,653

Total liabilities

161,806

Net Assets

$ 6,722,940

Net Assets consist of:

Paid in capital

$ 6,284,485

Undistributed net investment income

22,706

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

44,655

Net unrealized appreciation (depreciation) on investments

371,094

Net Assets

$ 6,722,940

Initial Class:
Net Asset Value, offering price
and redemption price per share
($957,369 ÷ 101,846 shares)

$9.40

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,506,087 ÷ 159,685 shares)

$9.43

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,259,484 ÷ 453,881 shares)

$9.38

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,323

Interest

43,639

Total income

49,962

Expenses

Management fee

$ 10,164

Transfer agent fees

1,282

Distribution fees

2,791

Accounting fees and expenses

30,002

Non-interested
trustees' compensation

4

Custodian fees and expenses

7,378

Audit

9,561

Legal

1,054

Reports to Shareholders

13

Miscellaneous

15

Total expenses before reductions

62,264

Expense reductions

(36,017)

26,247

Net investment income

23,715

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

47,633

Foreign currency transactions

60

47,693

Change in net unrealized appreciation (depreciation) on:

Investment securities

366,553

Assets and liabilities in
foreign currencies

(4)

366,549

Net gain (loss)

414,242

Net increase (decrease) in net assets resulting from operations

$ 437,957

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

Semiannual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

December 27, 2000 (commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 23,715

$ 432

Net realized gain (loss)

47,693

(3,038)

Change in net unrealized appreciation (depreciation)

366,549

4,545

Net increase (decrease) in net assets resulting from operations

437,957

1,939

Distributions to shareholders from net investment income

(1,441)

-

Share transactions - net increase (decrease)

5,284,455

1,000,030

Total increase (decrease) in net assets

5,720,971

1,001,969

Net Assets

Beginning of period

1,001,969

-

End of period (including undistributed net investment income of $22,706 and $432, respectively)

$ 6,722,940

$ 1,001,969

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

72,086

$ 606,228

30,001

$ 300,010

Reinvested

29

300

-

-

Redeemed

(270)

(2,501)

-

-

Net increase (decrease)

71,845

$ 604,027

30,001

$ 300,010

Service Class
Sold

321,053

$ 3,092,882

30,001

$ 300,010

Reinvested

66

684

-

-

Redeemed

(191,435)

(1,957,329)

-

-

Net increase (decrease)

129,684

$ 1,136,237

30,001

$ 300,010

Service Class 2
Sold

442,685

$ 3,775,486

40,001

$ 400,010

Reinvested

44

457

-

-

Redeemed

(28,849)

(231,752)

-

-

Net increase (decrease)

413,880

$ 3,544,191

40,001

$ 400,010

Distributions
From net investment income
Initial Class

$ 300

$ -

Service Class

684

-

Service Class 2

457

-

Total

$ 1,441

$ -

A Share transactions are for the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

Aggressive Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.68) E, I

.02

Total from investment operations

(.61)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.40

$ 10.02

Total Return B, C

(6.10)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 957

$ 301

Ratio of expenses to average net assets before expense reductions

3.66% A

146.41% A, H

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.44% A, G

1.50% A

Ratio of net investment income to average net assets

1.63% A, I

5.50% A

Portfolio turnover rate

382% A

26% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.65) E, I

.02

Total from investment operations

(.58)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.43

$ 10.02

Total Return B, C

(5.80)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,506

$ 301

Ratio of expenses to average net assets before expense reductions

3.76% A

146.53% A, H

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.54% A, G

1.60% A

Ratio of net investment income to average net assets

1.53% A, I

5.37% A

Portfolio turnover rate

382% A

26% A

A Annualized

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

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

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

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 for Initial Class and $.05 for Service Class and decrease net realized and unrealized gain (loss) per share by $.05 for Initial Class and $.05 for Service Class. Without this change the Ratio of net investment income to average net assets would have been .51% for Initial Class and .41% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.06 I

.00

Net realized and unrealized gain (loss)

(.69) E, I

.02

Total from investment operations

(.63)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.38

$ 10.02

Total Return B, C

(6.30)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,259

$ 401

Ratio of expenses to average net assets before expense reductions

3.91% A

146.63% A, H

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.69% A, G

1.75% A

Ratio of net investment income to average net assets

1.38% A, I

5.24% A

Portfolio turnover rate

382% A

26% A

A Annualized

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

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

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

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

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

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 and decrease net realized and unrealized gain (loss) per share by $.05 . Without this change the Ratio of net investment income to average net assets would have been .26%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

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

Aggressive Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Service Class

-6.80%

9.01%

10.16%

Fidelity Asset Manager Composite

-2.67%

10.92%

10.59%

S&P 500

-14.83%

14.48%

15.10%

LB Aggregate Bond

11.23%

7.48%

7.87%

LB 3 Month T-Bill

5.95%

5.48%

4.94%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

11.29%

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

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix.** To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

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

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

** 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $26,321 - a 163.21% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $40,819 over the same period - a 308.19% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,328 - a 113.28% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $27,372 - a 173.72% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

2.6

Exxon Mobil Corp.

2.0

Citigroup, Inc.

1.8

Microsoft Corp.

1.7

Pfizer, Inc.

1.7

9.8

Top Five Bond Issuers as of June 30, 2001

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

8.2

U.S. Treasury Obligations

3.5

Government National Mortgage Association

2.0

Freddie Mac

1.0

Federal Home Loan Bank

1.0

15.7

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

57.6%

Bond Class

38.5%

Short-Term Class

3.9%



* Foreign investments 4.9%

Asset Allocation in the pie chart reflects the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager Portfolio

Q. How did the fund perform, Bart?

A. For the six months that ended June 30, 2001, the fund trailed both the Fidelity Asset Manager Composite Index, which returned -1.48%, and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -2.87%. Similarly, for the one-year period that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -2.67% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence performance during the six-month period?

A. I continued to emphasize equities, allocating just over 57% - compared to 50% in a neutral weighting - to stocks on average during the period. Taking a longer-term view with this fund, I felt that I needed to maintain some extra exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. Overweighting bonds at the expense of cash was a plus, as was making a sizable out-of-benchmark allocation within the subportfolio to high-yield securities, which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the benchmark.

Q. What factors influenced the fund's equity holdings?

A. The quantitative models followed by Steve Snider - who directed the fund's equity investments - emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. The industrials sector provided us with a handful of winners, including data processing firm First Data Corporation and hotel franchiser Cendant. Health care also chipped in with drug manufacturers IVAX and Alza, which was acquired by Johnson & Johnson in June. On the down side, we suffered from being underexposed to consumer discretionary stocks, the market's top-performing sector during the period. Most of the damage came from underweighting Time Warner and AOL in January, when both stocks surged prior to their merger. Finally, while having less exposure to the lagging technology sector than the index helped, several key holdings - most notably Comverse Technology and Adobe - significantly dampened returns. We trailed our Lipper peers, because they tended to be even more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. In the high-yield portion of the fund, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

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


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2001, more than $3.8 billion

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 51.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

942

$ 3,533

Automobiles - 0.5%

Ford Motor Co.

650,000

15,957,500

Harley-Davidson, Inc.

100,000

4,708,000

20,665,500

Hotels, Restaurants & Leisure - 0.7%

Carnival Corp.

200,000

6,140,000

Darden Restaurants, Inc.

151,600

4,229,640

International Game Technology (a)

150,000

9,412,500

MGM Mirage, Inc. (a)

100,000

2,996,000

Starbucks Corp. (a)

200,000

4,402,000

27,180,140

Household Durables - 0.3%

Pulte Homes, Inc.

80,000

3,410,400

Toll Brothers, Inc. (a)

75,000

2,948,250

Whirlpool Corp.

75,000

4,687,500

11,046,150

Leisure Equipment & Products - 0.1%

Mattel, Inc.

200,000

3,784,000

Media - 0.5%

McGraw-Hill Companies, Inc.

56,000

3,704,400

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

3,742

22,452

Walt Disney Co.

459,600

13,277,844

17,004,696

Multiline Retail - 1.9%

BJ's Wholesale Club, Inc. (a)

90,000

4,793,400

Federated Department Stores, Inc. (a)

225,000

9,562,500

Kohls Corp. (a)

125,000

7,841,250

Sears, Roebuck & Co.

334,600

14,156,926

The May Department Stores Co.

400,000

13,704,000

Wal-Mart Stores, Inc.

466,600

22,770,080

72,828,156

Specialty Retail - 0.9%

Home Depot, Inc.

324,300

15,096,165

Talbots, Inc.

155,000

6,781,250

Tiffany & Co., Inc.

155,800

5,643,076

Venator Group, Inc. (a)

500,000

7,650,000

35,170,491

Textiles & Apparel - 0.4%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

9,081,000

Reebok International Ltd. (a)

200,000

6,390,000

15,682,125

TOTAL CONSUMER DISCRETIONARY

203,364,791

CONSUMER STAPLES - 4.1%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

898,400

37,014,080

Shares

Value (Note 1)

Pepsi Bottling Group, Inc.

389,800

$ 15,630,980

PepsiCo, Inc.

450,000

19,890,000

The Coca-Cola Co.

425,000

19,125,000

91,660,060

Food & Drug Retailing - 0.4%

Safeway, Inc. (a)

150,000

7,200,000

Sysco Corp.

280,000

7,602,000

14,802,000

Food Products - 0.4%

Quaker Oats Co.

184,000

16,790,000

Household Products - 0.6%

Colgate-Palmolive Co.

270,000

15,927,300

Kimberly-Clark Corp.

130,000

7,267,000

23,194,300

Tobacco - 0.3%

Philip Morris Companies, Inc.

160,000

8,120,000

RJ Reynolds Tobacco Holdings, Inc.

50,000

2,730,000

10,850,000

TOTAL CONSUMER STAPLES

157,296,360

ENERGY - 4.0%

Energy Equipment & Services - 0.4%

BJ Services Co. (a)

346,000

9,819,480

Helmerich & Payne, Inc.

80,000

2,465,600

Nabors Industries, Inc. (a)

100,000

3,720,000

16,005,080

Oil & Gas - 3.6%

Amerada Hess Corp.

55,000

4,444,000

Apache Corp.

151,900

7,708,925

Chevron Corp.

188,200

17,032,100

EOG Resources, Inc.

130,000

4,621,500

Exxon Mobil Corp.

869,875

75,983,581

Royal Dutch Petroleum Co. (NY Shares)

450,000

26,221,500

Valero Energy Corp.

80,000

2,942,400

138,954,006

TOTAL ENERGY

154,959,086

FINANCIALS - 10.6%

Banks - 1.8%

Bank of America Corp.

270,000

16,208,100

Bank of New York Co., Inc.

130,000

6,240,000

Golden West Financial Corp.

428,700

27,539,688

PNC Financial Services Group, Inc.

130,000

8,552,700

Washington Mutual, Inc.

300,000

11,265,000

69,805,488

Diversified Financials - 6.6%

American Express Co.

292,500

11,349,000

Citigroup, Inc.

1,301,066

68,748,327

Countrywide Credit Industries, Inc.

105,000

4,817,400

Fannie Mae

450,000

38,317,500

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Freddie Mac

125,000

$ 8,750,000

Goldman Sachs Group, Inc.

50,000

4,290,000

J.P. Morgan Chase & Co.

530,750

23,671,450

Lehman Brothers Holdings, Inc.

303,200

23,573,800

MBNA Corp.

200,000

6,590,000

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

346,800

22,274,964

Providian Financial Corp.

171,900

10,176,480

USA Education, Inc.

100,000

7,300,000

251,165,221

Insurance - 2.2%

AFLAC, Inc.

360,000

11,336,400

Allstate Corp.

185,000

8,138,150

American International Group, Inc.

350,000

30,100,000

Everest Re Group Ltd.

50,000

3,740,000

Marsh & McLennan Companies, Inc.

173,600

17,533,600

MGIC Investment Corp.

95,800

6,958,912

Old Republic International Corp.

75,000

2,175,000

PMI Group, Inc.

65,000

4,722,900

84,704,962

TOTAL FINANCIALS

405,675,671

HEALTH CARE - 8.4%

Biotechnology - 0.4%

Amgen, Inc. (a)

260,700

16,176,435

Health Care Equipment & Supplies - 0.3%

Baxter International, Inc.

150,000

7,350,000

Stryker Corp.

75,000

4,113,750

11,463,750

Health Care Providers & Services - 2.4%

Cardinal Health, Inc.

37,500

2,587,500

CIGNA Corp.

260,600

24,970,692

HCA - The Healthcare Co.

370,000

16,720,300

Oxford Health Plans, Inc. (a)

215,000

6,149,000

Tenet Healthcare Corp. (a)

80,000

4,127,200

UnitedHealth Group, Inc.

433,600

26,774,800

Universal Health Services, Inc. Class B (a)

70,000

3,185,000

Wellpoint Health Networks, Inc. (a)

70,000

6,596,800

91,111,292

Pharmaceuticals - 5.3%

Allergan, Inc.

85,000

7,267,500

Bristol-Myers Squibb Co.

380,000

19,874,000

Eli Lilly & Co.

200,000

14,800,000

Forest Laboratories, Inc. (a)

160,000

11,360,000

IVAX Corp. (a)

300,000

11,700,000

Johnson & Johnson

759,200

37,960,000

Merck & Co., Inc.

406,000

25,947,460

Shares

Value (Note 1)

Pfizer, Inc.

1,577,200

$ 63,166,860

Pharmacia Corp.

200,000

9,190,000

201,265,820

TOTAL HEALTH CARE

320,017,297

INDUSTRIALS - 6.4%

Aerospace & Defense - 2.0%

Boeing Co.

309,600

17,213,760

General Dynamics Corp.

250,000

19,452,500

Lockheed Martin Corp.

300,000

11,115,000

United Technologies Corp.

362,406

26,549,864

74,331,124

Commercial Services & Supplies - 1.0%

Cendant Corp. (a)

500,000

9,750,000

First Data Corp.

302,900

19,461,325

Waste Management, Inc.

275,000

8,475,500

37,686,825

Industrial Conglomerates - 3.4%

General Electric Co.

2,048,100

99,844,875

Minnesota Mining & Manufacturing Co.

100,200

11,432,820

Tyco International Ltd.

360,000

19,620,000

130,897,695

TOTAL INDUSTRIALS

242,915,644

INFORMATION TECHNOLOGY - 9.1%

Communications Equipment - 1.9%

ADC Telecommunications, Inc. (a)

866,000

5,958,080

Cisco Systems, Inc. (a)

1,174,000

22,740,380

Comverse Technology, Inc. (a)

312,400

17,997,364

Corning, Inc.

360,000

6,015,600

McDATA Corp. Class A (a)

14,222

283,729

Motorola, Inc.

571,051

9,456,605

Nortel Networks Corp.

590,000

5,363,100

Scientific-Atlanta, Inc.

80,000

3,248,000

71,062,858

Computers & Peripherals - 1.8%

EMC Corp. (a)

386,400

11,224,920

Hewlett-Packard Co.

340,000

9,724,000

International Business Machines Corp.

319,400

36,092,200

Sun Microsystems, Inc. (a)

812,200

13,157,640

70,198,760

Electronic Equipment & Instruments - 0.2%

Thermo Electron Corp. (a)

240,000

5,284,800

Waters Corp. (a)

100,000

2,761,000

8,045,800

IT Consulting & Services - 0.2%

Electronic Data Systems Corp.

130,000

8,125,000

Semiconductor Equipment & Products - 2.0%

Advanced Micro Devices, Inc. (a)

400,000

11,552,000

Integrated Device Technology, Inc. (a)

100,000

3,008,000

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Intel Corp.

1,203,200

$ 36,685,568

KLA-Tencor Corp. (a)

80,000

4,696,000

LAM Research Corp. (a)

75,300

2,262,765

Texas Instruments, Inc.

580,800

18,295,200

76,499,533

Software - 3.0%

Adobe Systems, Inc.

530,800

24,921,060

BEA Systems, Inc. (a)

75,000

2,491,500

Microsoft Corp. (a)

897,700

64,643,377

Oracle Corp. (a)

1,010,800

19,872,328

Sybase, Inc. (a)

200,000

3,290,000

115,218,265

TOTAL INFORMATION TECHNOLOGY

349,150,216

MATERIALS - 0.2%

Chemicals - 0.2%

Sigma Aldrich Corp.

150,000

6,075,000

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 1.2%

BellSouth Corp.

502,300

20,227,621

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

8,150

8,150

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

1,740

5,220

Qwest Communications International, Inc.

558,495

17,799,236

Verizon Communications

175,000

9,362,500

47,402,727

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(g)

2,845

56,900

TOTAL TELECOMMUNICATION SERVICES

47,459,627

UTILITIES - 2.6%

Electric Utilities - 1.6%

Calpine Corp. (a)

70,000

2,646,000

CMS Energy Corp.

230,000

6,405,500

Duke Energy Corp.

80,000

3,120,800

Entergy Corp.

150,000

5,758,500

FPL Group, Inc.

250,000

15,052,500

Pinnacle West Capital Corp.

112,500

5,332,500

PPL Corp.

128,500

7,067,500

Public Service Enterprise Group, Inc.

170,100

8,317,890

Reliant Energy, Inc.

190,000

6,119,900

59,821,090

Gas Utilities - 0.1%

El Paso Corp.

100,000

5,254,000

Shares

Value (Note 1)

Multi-Utilities - 0.9%

Dynegy, Inc. Class A

180,000

$ 8,370,000

Energy East Corp.

408,100

8,533,371

Enron Corp.

319,800

15,670,200

32,573,571

TOTAL UTILITIES

97,648,661

TOTAL COMMON STOCKS

(Cost $1,841,552,161)

1,984,562,353

Preferred Stocks - 1.0%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (g)

132,243

2,645

Nonconvertible Preferred Stocks - 1.0%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

97,879

10,424,114

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

367

337,640

PRIMEDIA, Inc. Series D, $10.00

13,685

1,067,430

11,829,184

FINANCIALS - 0.1%

Insurance - 0.1%

American Annuity Group Capital Trust II $88.75

1,490

1,482,130

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Crown Castle International Corp. $127.50 pay-in-kind

5,113

4,218,225

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.2%

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

8,239

8,156,610

Wireless Telecommunication Services - 0.3%

Dobson Communications Corp.:

$122.50 pay-in-kind

960

777,600

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Dobson Communications Corp.: - continued

$130.00 pay-in-kind

729

$ 641,520

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

16,371

9,331,470

10,750,590

TOTAL TELECOMMUNICATION SERVICES

18,907,200

TOTAL NONCONVERTIBLE PREFERRED STOCKS

36,436,739

TOTAL PREFERRED STOCKS

(Cost $43,850,301)

36,439,384

Corporate Bonds - 18.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 4,940,000

4,754,750

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.3%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

300,000

305,250

Tenet Healthcare Corp.
6% 12/1/05

B1

4,710,000

4,512,769

Total Renal Care Holdings:

7% 5/15/09 (g)

B3

2,940,000

2,785,650

7% 5/15/09

B2

3,970,000

3,761,575

11,365,244

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

6,410,000

2,299,588

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

1,745,000

1,223,681

TOTAL INFORMATION TECHNOLOGY

3,523,269

TOTAL CONVERTIBLE BONDS

19,643,263

Nonconvertible Bonds - 17.6%

CONSUMER DISCRETIONARY - 4.9%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

1,170,000

1,185,982

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

$ 430,000

$ 262,300

TRW, Inc. 8.75% 5/15/06

Baa2

1,910,000

2,041,809

3,490,091

Hotels, Restaurants & Leisure - 1.3%

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

B2

4,010,000

4,090,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

5,195,000

5,031,695

HMH Properties, Inc. 7.875% 8/1/08

Ba2

5,860,000

5,508,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,585,000

5,612,925

ITT Corp.
7.375% 11/15/15

Ba1

1,320,000

1,204,500

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

512,050

10.25% 8/1/07

Ba3

2,020,000

2,110,900

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

415,000

432,928

9.75% 6/1/07

Ba2

3,655,000

3,901,713

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

8,111,338

9.75% 6/15/07

B3

1,760,000

1,782,000

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

2,300,000

2,192,958

Station Casinos, Inc.:

8.375% 2/15/08 (g)

Ba3

1,500,000

1,507,500

8.375% 2/15/08

Ba3

2,370,000

2,381,850

Sun International Hotels Ltd./Sun International North America, Inc. yankee
8.625% 12/15/07

B1

1,630,000

1,636,113

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

Ba1

1,790,000

1,825,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

3,603,000

3,855,210

51,698,080

Household Durables - 0.2%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

2,480,000

2,467,600

8.875% 4/1/08

Ba3

325,000

326,625

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

B1

1,340,000

1,326,600

Sealy Mattress Co.
9.875% 12/15/07

B2

2,895,000

2,837,100

6,957,925

Media - 2.9%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

1,845,000

1,808,100

10.875% 10/1/10

B2

1,515,000

1,530,150

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

$ 1,355,000

$ 1,205,950

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,662,847

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

Ba1

3,740,000

3,697,962

Callahan Nordrhein Westfalen
0% 7/15/10 (e)(g)

B3

720,000

252,000

Century Communications Corp. 0% 1/15/08

B2

170,000

80,750

Chancellor Media Corp.
8% 11/1/08

Ba1

1,290,000

1,333,538

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

0% 1/15/10 (e)

B2

565,000

378,550

0% 4/1/11 (e)

B2

8,375,000

5,653,125

0% 5/15/11 (e)(g)

B2

2,950,000

1,681,500

10% 4/1/09

B2

3,300,000

3,341,250

10% 5/15/11 (g)

B2

1,640,000

1,656,400

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

1,625,000

1,397,500

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

3,177,381

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

A3

5,975,000

6,433,223

CSC Holdings, Inc.:

7.625% 4/1/11 (g)

Ba1

2,290,000

2,192,675

9.25% 11/1/05

Ba3

280,000

287,000

9.875% 5/15/06

Ba3

724,000

756,580

9.875% 4/1/23

B1

1,370,000

1,465,900

10.5% 5/15/16

Ba3

1,130,000

1,254,300

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

3,230,000

1,808,800

11.75% 12/15/05

B2

3,000,000

2,010,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

4,485,000

4,417,725

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,615,275

9.25% 11/1/07

B1

1,020,000

1,040,400

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

345,000

326,025

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (e)

B2

$ 2,275,000

$ 2,326,188

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp.
0% 9/15/07 (e)

Caa1

620,000

635,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

1,910,000

1,910,000

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,200,000

2,799,552

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

B2

1,270,000

857,250

K-III Communications Corp. 8.5% 2/1/06

Ba3

465,000

439,425

Lamar Media Corp.:

9.25% 8/15/07

B1

2,275,000

2,348,938

9.625% 12/1/06

B1

2,805,000

2,959,275

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

4,042,860

8% 10/17/16

Baa3

2,450,000

2,471,266

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

2,010,000

2,010,000

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

B3

5,370,000

2,470,200

Paramount Communications, Inc. 7.5% 1/15/02

A3

1,785,000

1,812,096

Pegasus Communications Corp. 9.625% 10/15/05

B3

2,170,000

1,931,300

Pegasus Satellite
Communication, Inc.:

0% 3/1/07 (e)

Caa1

5,740,000

3,329,200

12.375% 8/1/06

B3

875,000

800,625

Quebecor Media, Inc. 11.125% 7/15/11 (g)

B2

4,160,000

4,149,600

Radio One, Inc.
8.875% 7/1/11 (g)

B3

5,840,000

5,840,000

TCI Communications, Inc. 9.8% 2/1/12

A3

4,550,000

5,415,137

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

B3

7,848,000

6,042,960

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

1,550,000

1,661,259

111,717,537

Multiline Retail - 0.3%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

3,015,720

8.5% 6/15/03

Baa1

2,580,000

2,719,062

JCPenney Co., Inc.:

6% 5/1/06

Ba2

445,000

369,350

6.125% 11/15/03

Ba2

130,000

123,500

6.9% 8/15/26

Ba2

1,105,000

1,060,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

JCPenney Co., Inc.: - continued

7.375% 6/15/04

Ba2

$ 420,000

$ 401,100

7.375% 8/15/08

Ba2

135,000

120,150

7.4% 4/1/37

Ba2

455,000

418,600

7.6% 4/1/07

Ba2

135,000

124,875

7.95% 4/1/17

Ba2

205,000

166,050

Kmart Corp.
9.375% 2/1/06

Baa3

3,730,000

3,636,750

12,155,957

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

3,110,000

3,208,836

TOTAL CONSUMER DISCRETIONARY

189,228,426

CONSUMER STAPLES - 0.8%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

4,390,000

4,332,579

Rite Aid Corp.:

6.125% 12/15/08 (g)

Caa2

1,350,000

1,026,000

6.5% 10/1/03 (g)(i)

Caa2

320,000

304,000

6.875% 8/15/13

Caa2

855,000

632,700

7.625% 4/15/05

Caa2

1,845,000

1,605,150

11.25% 7/1/08 (g)

Caa2

2,660,000

2,679,950

10,580,379

Food Products - 0.3%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

3,200,000

3,259,488

Del Monte Corp.
9.25% 5/15/11 (g)

B3

1,685,000

1,701,850

Kellogg Co.
6.6% 4/1/11 (g)

Baa2

1,490,000

1,443,438

Nabisco, Inc.
6.85% 6/15/05

A2

3,930,000

4,017,325

10,422,101

Personal Products - 0.0%

Playtex Products, Inc. 9.375% 6/1/11 (g)

B2

1,105,000

1,121,575

Tobacco - 0.2%

Philip Morris Companies, Inc. 7% 7/15/05

A2

3,955,000

4,059,293

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

Baa2

3,500,000

3,550,610

7,609,903

TOTAL CONSUMER STAPLES

29,733,958

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

ENERGY - 0.5%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (g)

B1

$ 310,000

$ 297,600

Oil & Gas - 0.5%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

890,000

872,200

8.125% 4/1/11 (g)

B2

2,460,000

2,300,100

8.5% 3/15/12

B2

2,600,000

2,548,000

Nuevo Energy Co.
9.375% 10/1/10

B1

1,980,000

1,960,200

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,206,956

8.375% 7/15/04

Baa1

2,335,000

2,480,961

Petro-Canada yankee
7% 11/15/28

A3

1,290,000

1,235,768

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

2,146,622

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

B2

1,915,000

1,972,450

18,723,257

TOTAL ENERGY

19,020,857

FINANCIALS - 4.7%

Banks - 1.4%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,120,000

1,189,798

Bank One Corp.
7.875% 8/1/10

A1

7,050,000

7,556,825

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,736,431

Capital One Bank:

6.375% 2/15/03

Baa2

2,870,000

2,875,970

6.48% 6/28/02

Baa2

1,740,000

1,742,714

6.65% 3/15/04

Baa3

2,320,000

2,307,542

Commonwealth Bank of Australia yankee
8.5% 6/1/10

Aa3

1,700,000

1,897,863

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

8,340,000

8,615,220

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,730,000

1,811,864

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,850,970

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

500,000

516,195

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,235,638

7.125% 4/22/04

Baa2

2,015,000

2,073,354

7.375% 9/17/04

Baa2

615,000

638,868

Long Island Savings Bank FSB 7% 6/13/02

Baa3

3,400,000

3,447,328

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

2,075,146

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

$ 3,230,000

$ 3,385,040

9.118% 3/31/49

A1

2,655,000

2,934,572

Union Planters Corp.
7.75% 3/1/11

Baa2

3,160,000

3,263,648

55,154,986

Diversified Financials - 2.5%

Abbey National
Capital Trust I
8.963% 12/29/49 (f)

Aa3

515,000

566,552

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

A3

4,250,000

4,314,898

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,222,660

6.6% 5/15/05

A2

4,410,000

4,402,856

Associates Corp. of North America 5.8% 4/20/04

Aa3

4,880,000

4,923,871

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

2,130,000

2,170,449

CanWest Media, Inc. 10.625% 5/15/11 (g)

B2

620,000

627,750

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

Baa3

5,040,000

4,537,210

Cellco Finance NV yankee:

12.75% 8/1/05

B3

2,345,000

1,876,000

15% 8/1/05

Caa1

620,000

520,800

CIT Group, Inc.
5.5% 2/15/04

A2

680,000

671,928

Citigroup, Inc.
7.25% 10/1/10

Aa3

7,335,000

7,614,097

ComEd Financing II
8.5% 1/15/27

Baa3

2,800,000

2,731,960

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

3,950,000

4,040,297

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

590,000

262,550

7% 12/15/06

Caa3

290,000

113,100

Crown Cork & Seal Finance SA yankee
6.75% 12/15/03

Caa3

1,080,000

486,000

Details Capital Corp.
0% 11/15/07 (e)

B3

505,000

484,800

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

755,000

762,550

Ford Motor Credit Co.:

7.375% 2/1/11

A2

1,150,000

1,166,825

7.5% 3/15/05

A2

3,850,000

4,000,304

7.875% 6/15/10

A2

1,690,000

1,772,235

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

General Motors Acceptance Corp. 6.75% 1/15/06

A2

$ 1,290,000

$ 1,315,542

Household Finance Corp. 6.5% 1/24/06

A2

3,100,000

3,151,553

HSBC Capital Funding LP:

9.547% 12/31/49 (f)(g)

A1

1,600,000

1,802,048

10.176% 12/31/49 (f)(g)

A1

2,600,000

3,201,796

IOS Capital, Inc.
9.75% 6/15/04

Baa2

1,690,000

1,681,550

Mediacom Broadband LLC/Mediacm Broadband Corp. 11% 7/15/13 (g)

B2

1,520,000

1,550,400

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

A2

1,315,000

1,343,443

NiSource Finance Corp. 7.875% 11/15/10

Baa2

4,065,000

4,278,778

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

5,950,000

5,057,500

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

B2

870,000

904,800

Salomon Smith Barney Holdings, Inc.
5.875% 3/15/06

Aa3

4,580,000

4,542,673

SESI LLC 8.875% 5/15/11 (g)

B1

2,550,000

2,524,500

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

1,080,000

991,375

6.875% 11/15/28

Baa1

1,980,000

1,663,952

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,510,000

2,524,658

6.75% 5/15/09

Baa1

3,925,000

3,718,898

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

3,100,000

3,354,448

93,877,606

Real Estate - 0.8%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,576,660

7.125% 3/15/04

Baa2

4,200,000

4,202,058

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,988,763

EOP Operating LP:

6.375% 2/15/03

Baa1

3,600,000

3,657,564

6.75% 2/15/08

Baa1

1,590,000

1,565,053

7.75% 11/15/07

Baa1

3,220,000

3,401,028

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,510,425

7.1% 6/23/04

A3

3,980,000

4,107,917

LNR Property Corp.
10.5% 1/15/09

B1

2,425,000

2,425,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Meditrust Corp.
7.82% 9/10/26

Ba3

$ 2,215,000

$ 2,126,400

WCI Communities, Inc. 10.625% 2/15/11 (g)

B1

2,110,000

2,199,675

29,760,543

TOTAL FINANCIALS

178,793,135

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

655,000

618,975

Health Care Providers & Services - 0.3%

DaVita, Inc.
9.25% 4/15/11 (g)

B2

725,000

743,125

Fountain View, Inc.
11.25% 4/15/08 (d)

Caa1

2,330,000

1,118,400

Medpartners, Inc.
7.375% 10/1/06

Ba3

1,020,000

999,600

Stewart Enterprises, Inc. 10.75% 7/1/08 (g)

B2

1,960,000

2,018,800

Tenet Healthcare Corp.:

8.125% 12/1/08

Ba3

465,000

476,625

8.625% 12/1/03

Ba1

815,000

843,525

Triad Hospitals, Inc.
8.75% 5/1/09 (g)

B1

2,325,000

2,377,313

Unilab Corp.
12.75% 10/1/09

B3

725,000

841,000

9,418,388

TOTAL HEALTH CARE

10,037,363

INDUSTRIALS - 1.3%

Aerospace & Defense - 0.1%

Alliant Techsystems, Inc. 8.5% 5/15/11 (g)

B2

3,465,000

3,499,650

Airlines - 0.1%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

1,110,000

1,125,011

7.73% 9/15/12

Baa1

391,300

389,059

Delta Air Lines, Inc. pass thru trust certificate
7.57% 11/18/10

Aa2

895,000

941,459

2,455,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

$ 375,000

$ 373,125

7.625% 1/1/06

Ba3

2,900,000

2,856,500

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

Caa1

1,055,000

1,033,900

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

1,098,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

325,000

324,188

8.625% 4/1/13

B2

1,320,000

1,320,000

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

B2

510,000

507,450

Pierce Leahy Corp.
9.125% 7/15/07

B2

705,000

729,675

8,242,838

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

2,140,000

2,268,400

Numatics, Inc.
9.625% 4/1/08

Caa2

170,000

107,100

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

3,790,000

3,758,316

6,133,816

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (g)

Ba2

2,990,000

3,034,850

Road & Rail - 0.7%

Canadian National Railway Co. yankee
6.9% 7/15/28

Baa2

3,390,000

3,149,141

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,309,348

6.46% 6/22/05

Baa2

5,120,000

5,181,440

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,760,840

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

5,450,000

4,632,500

10.25% 6/15/07

B1

3,765,000

3,652,050

25,685,319

TOTAL INDUSTRIALS

49,052,002

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

1,873,373

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

5,970,000

2,388,000

4,261,373

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 3,700,000

$ 3,760,606

IT Consulting & Services - 0.1%

Comdisco, Inc.
6.375% 11/30/01

Caa1

3,995,000

3,036,200

Semiconductor Equipment & Products - 0.0%

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

B3

3,000,000

2,580,000

TOTAL INFORMATION TECHNOLOGY

13,638,179

MATERIALS - 0.7%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

3,955,000

3,935,225

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

Caa1

4,485,000

2,780,700

IMC Global, Inc.
7.4% 11/1/02

Ba2

470,000

445,325

7,161,250

Containers & Packaging - 0.2%

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

B2

410,000

412,050

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

265,000

127,200

7.125% 9/1/02

Caa3

1,630,000

937,250

7.375% 12/15/26

Caa3

555,000

205,350

8% 4/15/23

Caa3

120,000

44,400

8.375% 1/15/05

Caa3

775,000

310,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,445,000

1,540,350

9.75% 6/15/07

Caa1

3,675,000

2,315,250

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

B1

2,185,000

2,316,100

8,207,950

Metals & Mining - 0.2%

Century Aluminum Co. 11.75% 4/15/08 (g)

Ba3

160,000

168,000

P&L Coal Holdings Corp.:

8.875% 5/15/08

Ba3

170,000

177,225

9.625% 5/15/08

B2

1,552,000

1,629,600

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

5,060,000

4,991,690

6,966,515

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 3,320,000

$ 3,220,400

Riverwood International Corp.
10.625% 8/1/07 (g)

B3

1,700,000

1,742,500

4,962,900

TOTAL MATERIALS

27,298,615

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 1.6%

AT&T Corp. 6.5% 3/15/29

A2

3,685,000

3,137,483

British Telecommunications PLC 7.875% 12/15/05

Baa1

2,920,000

3,075,148

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

Baa1

3,020,000

3,239,916

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

2,900,000

2,957,710

9.25% 5/15/11

Baa2

3,785,000

3,920,692

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

A3

2,580,000

2,617,539

France Telecom SA:

7.2% 3/1/06 (g)

A3

1,590,000

1,637,716

8.5% 3/1/31 (g)

A3

1,610,000

1,683,722

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

2,430,000

2,144,475

0% 3/1/09 (e)

B3

1,410,000

1,029,300

8.5% 1/15/08

B2

640,000

624,000

8.6% 6/1/08

B2

90,000

87,750

8.875% 11/1/07

B2

50,000

48,750

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

3,410,000

3,379,685

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

Caa1

7,505,000

2,101,400

Nextel International, Inc. 12.75% 8/1/10

Caa1

895,000

277,450

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

Baa1

5,540,000

5,450,584

Telefonica Europe BV
8.25% 9/15/30

A2

2,760,000

2,895,737

Telefonos de Mexico SA de CV 8.25% 1/26/06 (g)

Baa3

2,720,000

2,801,600

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

340,000

331,911

TELUS Corp. yankee
8% 6/1/11

Baa2

3,525,000

3,584,573

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

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

B3

$ 6,155,000

$ 3,754,550

0% 5/1/08 (e)

B3

9,805,000

7,745,950

58,527,641

Wireless Telecommunication Services - 1.4%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (g)

Baa2

560,000

561,400

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,235,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

9,795,000

9,746,025

Horizon PCS, Inc.
0% 10/1/10 (e)

Caa1

2,845,000

1,081,100

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

Caa1

4,570,000

3,975,900

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

10,764,600

0% 2/15/08 (e)

B1

840,000

546,000

Orange PLC yankee
9% 6/1/09

A3

3,455,000

3,593,200

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

2,966,700

10.625% 7/15/10

B3

715,000

664,950

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

Baa1

13,420,000

11,004,400

10.375% 11/15/09

Baa1

7,440,000

8,481,600

54,620,875

TOTAL TELECOMMUNICATION SERVICES

113,148,516

UTILITIES - 1.1%

Electric Utilities - 0.9%

AES Corp.:

9.375% 9/15/10

Ba1

4,480,000

4,480,000

9.5% 6/1/09

Ba1

1,165,000

1,185,388

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,627,241

6.73% 12/11/02 (g)

Baa2

4,910,000

4,934,697

CMS Energy Corp.:

7.5% 1/15/09

Ba3

985,000

920,975

8.375% 7/1/03

Ba3

1,755,000

1,737,450

9.875% 10/15/07

Ba3

1,655,000

1,721,200

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Hydro-Quebec yankee 8.4% 3/28/25

A2

$ 2,620,000

$ 3,061,905

Illinois Power Co.
7.5% 6/15/09

Baa1

1,880,000

1,907,993

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,496,130

7.875% 12/15/26 (g)

A3

1,960,000

1,774,937

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

675,000

533,250

7.05% 3/1/24

B3

340,000

272,000

7.875% 3/1/02

B3

790,000

718,900

PSI Energy, Inc.
6.65% 6/15/06 (g)

A3

2,055,000

2,034,462

Texas Utilities Co.
6.375% 1/1/08

Baa3

390,000

376,159

32,782,687

Gas Utilities - 0.1%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

885,000

873,672

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

2,550,000

2,663,144

Sempra Energy
7.95% 3/1/10

A2

1,210,000

1,198,735

4,735,551

Multi-Utilities - 0.1%

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

Baa2

3,370,000

3,370,000

TOTAL UTILITIES

40,888,238

TOTAL NONCONVERTIBLE BONDS

670,839,289

TOTAL CORPORATE BONDS

(Cost $703,971,959)

690,482,552

U.S. Government and Government Agency Obligations - 6.1%

U.S. Government Agency Obligations - 2.3%

Fannie Mae:

5.25% 6/15/06

Aaa

4,720,000

4,652,126

5.5% 5/2/06

AA-

4,185,000

4,143,150

6.25% 2/1/11

Aa2

2,115,000

2,088,224

7.25% 1/15/10

Aaa

6,200,000

6,662,086

7.25% 5/15/30

Aaa

4,280,000

4,636,357

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,232,180

Federal Home Loan Bank:

5% 2/28/03

Aaa

15,740,000

15,872,846

6.375% 11/15/02

Aaa

21,050,000

21,628,875

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.875% 3/21/11

Aa2

$ 9,265,000

$ 8,890,045

6% 6/15/11

Aaa

7,465,000

7,357,504

6.875% 1/15/05

Aaa

3,255,000

3,421,819

6.875% 9/15/10

Aaa

3,900,000

4,093,167

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,848,843

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

88,527,222

U.S. Treasury Obligations - 3.8%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.99% 7/12/01 to 8/16/01 (h)

-

11,000,000

10,986,528

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

20,565,000

21,168,994

6.125% 8/15/29

Aaa

2,455,000

2,542,840

6.25% 5/15/30

Aaa

3,730,000

3,950,853

7.625% 2/15/25

Aaa

1,290,000

1,570,575

8.125% 8/15/19

Aaa

32,210,000

40,106,282

8.875% 8/15/17

Aaa

2,000,000

2,625,320

11.25% 2/15/15

Aaa

10,640,000

16,099,597

11.75% 2/15/10 (callable)

Aaa

13,045,000

15,949,600

12% 8/15/13

Aaa

3,740,000

5,175,823

13.875% 5/15/11 (callable)

Aaa

8,150,000

11,197,367

U.S. Treasury Notes:

6.5% 2/15/10

Aaa

5,195,000

5,579,742

7% 7/15/06

Aaa

7,255,000

7,869,426

7.25% 8/15/04

Aaa

1,404,000

1,507,110

TOTAL U.S. TREASURY OBLIGATIONS

146,330,057

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $229,874,459)

234,857,279

U.S. Government Agency - Mortgage
Securities - 9.8%

Fannie Mae - 7.4%

6% 6/1/13 to 1/1/29

Aaa

49,316,075

48,052,311

6.5% 5/1/23 to 6/1/31

Aaa

108,071,670

106,501,935

7% 8/1/13 to 3/1/29

Aaa

88,230,210

88,792,486

7.5% 7/1/16 to 6/1/30

Aaa

28,427,377

29,031,867

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

7.5% 7/1/31 (l)

Aaa

$ 4,640,000

$ 4,732,800

8% 1/1/26 to 6/1/30

Aaa

5,613,180

5,799,677

TOTAL FANNIE MAE

282,911,076

Freddie Mac - 0.4%

7.5% 5/1/17 to 11/1/30

Aaa

13,195,330

13,485,708

8% 7/1/17 to 5/1/27

Aaa

369,739

384,134

8.5% 7/1/22 to 6/1/23

Aaa

22,960

24,553

TOTAL FREDDIE MAC

13,894,395

Government National Mortgage Association - 2.0%

6% 12/15/08 to 6/15/09

Aaa

1,839,964

1,844,011

6.5% 6/15/08 to 8/15/27

Aaa

31,050,777

30,965,772

7% 7/15/28

Aaa

14,969,772

15,105,398

7.5% 9/15/22 to 8/15/28

Aaa

15,710,821

16,133,082

8% 5/15/25 to 1/15/31

Aaa

9,084,685

9,411,207

8.5% 12/15/16 to 12/15/30

Aaa

4,604,163

4,811,686

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

78,271,156

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $370,468,883)

375,076,627

Asset-Backed Securities - 0.8%

Airplanes pass thru trust 10.875% 3/15/19

Ba2

800,037

456,021

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,777,208

Capita Equipment
Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,949,078

CIT Marine Trust
5.8% 4/15/10

Aaa

5,792,443

5,876,615

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

176,161

175,775

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,008,357

1,008,987

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

4,600,000

4,626,594

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

4,285,000

4,305,774

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A2

1,055,000

1,054,341

6.4% 12/15/02

Aaa

1,480,000

1,502,431

7.03% 11/15/03

Aaa

704,000

719,840

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
4.5313% 2/5/03 (g)(i)

Baa2

$ 613,933

$ 612,206

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

A2

2,650,000

2,769,354

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,094,796

1,091,204

TOTAL ASSET-BACKED SECURITIES

(Cost $30,971,787)

30,925,428

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (g)(i)

Ba3

769,403

365,141

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

3,132,921

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,502,297

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

4,742,070

4,946,548

TOTAL U.S. GOVERNMENT AGENCY

10,581,766

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $10,658,250)

10,946,907

Commercial Mortgage Securities - 1.8%

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X,
1.0934% 4/15/36 (i)

Aaa

45,638,900

3,044,973

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B,
7.5003% 8/1/24 (g)(i)

-

1,900,000

1,259,938

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

3,000,000

3,086,133

Class B, 7.48% 2/1/08

A

2,320,000

2,381,625

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E,
5.2838% 1/10/13 (g)(i)

Baa1

$ 5,490,000

$ 5,496,835

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

Baa2

5,730,000

5,721,909

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1
Class D,
7.231% 7/15/12

Baa2

4,260,000

4,007,063

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,619,219

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,372,594

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,239,188

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (i)

-

1,600,000

1,261,104

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,682,187

FMAC Loan Receivables Trust weighted
average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (g)(i)

-

500,000

97,500

Series 1997-B Class E, 7.8912% 9/15/19 (g)(i)

-

750,000

30,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

2,173,535

2,038,029

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(i)

-

1,300,000

1,012,172

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

750,000

710,391

GS Mortgage Securities Corp. II Series 1998-GLII Class E,
6.9699% 4/13/31 (g)(i)

Baa3

4,930,000

4,624,956

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

LTC Commercial Mortgage pass thru certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

$ 2,920,627

$ 2,897,810

Nomura Depositor Trust floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (g)(i)

-

800,000

757,294

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K,
7.9% 11/15/26 (g)

-

1,473,000

1,024,656

Class L, 7.9% 11/15/26 (g)

-

1,133,000

630,231

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

2,390,000

2,446,949

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2,
6.602% 12/15/10 (g)

Aaa

4,200,000

4,207,875

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

4,120,000

4,002,838

Class E2, 7.224% 12/15/10 (g)

Baa3

2,450,000

2,331,328

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,676,431)

69,984,797

Foreign Government and Government Agency Obligations (j) - 0.3%

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,560,400

State of Israel (guaranteed by U.S. Government through Agency for International Development) euro 6.375% 12/19/01

A2

3,350,000

3,431,104

United Mexican States:

8.375% 1/14/11

Baa3

2,235,000

2,257,350

9.875% 2/1/10

Baa3

2,770,000

3,030,380

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $10,860,834)

11,279,234

Supranational Obligations - 0.1%

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

4,750,000

4,875,068

Floating Rate Loans - 1.5%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Exide Corp. Tranche
B term loan
9.1162% 3/18/05 (i)

-

$ 295,334

$ 280,567

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (i)

Ba2

2,470,000

2,494,700

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (i)

-

425,000

426,594

2,921,294

Household Durables - 0.0%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (i)

Ba3

659,272

664,217

Tranche C term loan 6.1875% 12/15/05 (i)

Ba3

475,398

478,964

Tranche D term loan 6.4375% 12/15/06 (i)

Ba3

605,615

610,157

1,753,338

Media - 0.1%

Century-TCI California L.P. Tranche B term loan 6.86% 12/31/07 (i)

Ba3

1,500,000

1,496,250

Emmis Communications Corp. Tranche B term loan 7.0058% 8/31/09 (i)

Ba2

500,000

500,000

LIN Television Corp. Tranche B term loan
7.82% 9/30/07 (i)

-

458,660

456,366

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (i)

-

1,259,411

1,227,925

3,680,541

TOTAL CONSUMER DISCRETIONARY

8,635,740

CONSUMER STAPLES - 0.1%

Food & Drug Retailing - 0.0%

Duane Reade, Inc. Tranche
B term loan
7.7487% 2/15/05 (i)

-

631,343

631,343

Tobacco - 0.1%

UST, Inc. Tranche
B term loan
7.1579% 2/16/05 (i)

A2

1,786,749

1,809,083

TOTAL CONSUMER STAPLES

2,440,426

FINANCIALS - 0.4%

Diversified Financials - 0.4%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (i)

-

694,640

646,015

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Diversified Financials - continued

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (i)

-

$ 1,800,000

$ 1,800,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (i)

Ba3

650,000

643,500

Tranche B term loan
8.01% 12/31/07 (i)

-

1,700,000

1,700,000

Charter Communication Operating LLC Tranche
B term loan 6.91% 3/18/08 (i)

Ba3

5,270,000

5,204,125

Nextel Finance Co.:

Tranche B term loan
7.415% 6/30/08 (i)

Ba2

950,000

878,750

Tranche C term loan
7.75% 12/31/08 (i)

Ba2

950,000

878,750

PMC (Nova Scotia) Co. term loan 6.77% 5/5/06 (i)

-

1,000,000

1,003,750

Tritel Holding Corp. Tranche B term loan
8.4% 12/31/07 (i)

B2

1,270,000

1,260,475

WCI Capital Corp. Tranche B term loan
12.25% 9/30/07 (i)

B2

1,000,000

230,000

14,245,365

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (i)

-

796,875

798,867

Unilab Corp. Tranche
B term loan
7.6875% 11/23/06 (i)

B1

979,841

990,864

1,789,731

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

528,975

525,008

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

634,770

630,010

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (i)

Ba3

2,150,000

2,155,375

3,310,393

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Machinery - 0.0%

SPX Corp. Tranche
C term loan
7.1252% 12/31/07 (i)

-

$ 1,745,625

$ 1,747,807

Road & Rail - 0.1%

Kansas City Southern Railway Co.:

Tranche A term loan 8.1686% 12/30/05 (i)

Ba1

933,333

928,667

Tranche B term loan 7.2712% 12/29/06 (i)

Ba1

1,194,000

1,198,478

2,127,145

TOTAL INDUSTRIALS

7,185,345

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Exodus Communications, Inc. Tranche B term loan 7.3033% 10/31/07 (i)

B+

1,150,000

1,144,250

MATERIALS - 0.3%

Chemicals - 0.1%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (i)

-

776,938

783,736

Tranche C term loan 7.219% 6/30/08 (i)

-

1,310,617

1,322,085

Lyondell Chemical Co. sr. secured Tranche
E term loan
8.5063% 5/17/06 (i)

-

1,556,903

1,591,934

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (i)

-

1,050,000

1,060,500

4,758,255

Containers & Packaging - 0.1%

Ball Corp. Tranche
B term loan
5.8125% 3/10/06 (i)

Ba2

1,984,733

1,989,695

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (i)

-

840,290

840,290

U.S. Can Corp. Tranche
B term loan
8.33% 10/4/08 (i)

-

694,311

687,368

3,517,353

Paper & Forest Products - 0.1%

Jefferson Smurfit Corp. Tranche B term loan 6.0625% 3/31/07 (i)

-

1,500,000

1,500,000

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

MATERIALS - continued

Paper & Forest Products - continued

Riverwood International Corp. Tranche B term loan 7% 2/28/04 (i)

B1

$ 1,036,610

$ 1,048,272

Stone Container Corp. Tranche E term loan 7.5935% 10/1/03 (i)

B+

1,590,850

1,596,816

4,145,088

TOTAL MATERIALS

12,420,696

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.1%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (i)

-

2,000,000

2,010,000

Triton PCS, Inc. Tranche
B term loan
6.9063% 2/4/07 (i)

-

2,500,000

2,481,250

4,491,250

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (i)

-

2,500,000

2,250,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (i)

-

1,370,000

1,298,075

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (i)

Ba2

2,100,000

2,079,000

5,627,075

TOTAL TELECOMMUNICATION SERVICES

10,118,325

TOTAL FLOATING RATE LOANS

(Cost $59,363,054)

57,979,878

Commercial Paper - 0.2%

British Telecommunications PLC 4.8538% 10/9/01 (i)
(Cost $6,796,295)

6,800,000

6,777,410

Money Market Funds - 7.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (c)

160,389,226

$ 160,389,226

Fidelity Money Market Central Fund, 4.21% (c)

123,860,162

123,860,162

TOTAL MONEY MARKET FUNDS

(Cost $284,249,388)

284,249,388

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $3,669,013,925)

3,798,436,305

NET OTHER ASSETS - 0.7%

25,413,080

NET ASSETS - 100%

$ 3,823,849,385

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

579 S&P 500 Stock Index Contracts

Sept. 2001

$ 178,288,575

$ (8,765,669)

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

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $141,687,420 or 3.7% of net assets.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $9,987,753.

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

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

7/15/99 - 4/10/00

$ 2,417,500

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

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

21.4%

AAA, AA, A

19.2%

Baa

6.8%

BBB

5.7%

Ba

2.3%

BB

2.6%

B

5.8%

B

5.9%

Caa

1.2%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,027,027,954 and $1,202,826,253, respectively, of which long-term U.S. Government and government agency obligations aggregated $405,347,267 and $541,150,843, respectively.

The market value of futures contracts opened and closed during the period amounted to $489,804,907 and $473,559,015, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $833 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,580,000 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $57,979,878 or 1.5% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $3,671,373,636. Net unrealized appreciation aggregated $127,062,669, of which $413,982,852 related to appreciated investment securities and $286,920,183 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $3,669,013,925) -
See accompanying schedule

$ 3,798,436,305

Cash

3,572,568

Receivable for investments sold

21,958,880

Receivable for fund shares sold

1,127,557

Dividends receivable

1,190,956

Interest receivable

16,374,903

Receivable for daily variation on futures contracts

680,325

Other receivables

14,570

Total assets

3,843,356,064

Liabilities

Payable for investments purchased
Regular delivery

$ 10,486,415

Delayed delivery

4,766,150

Payable for fund shares redeemed

2,199,015

Accrued management fee

1,698,038

Distribution fees payable

4,192

Other payables and
accrued expenses

352,869

Total liabilities

19,506,679

Net Assets

$ 3,823,849,385

Net Assets consist of:

Paid in capital

$ 3,676,364,251

Undistributed net investment income

83,751,354

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(56,923,008)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

120,656,788

Net Assets

$ 3,823,849,385

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,784,918,053 ÷
259,339,301 shares)

$14.59

Service Class:
Net Asset Value, offering price
and redemption price per share
($30,530,517 ÷
2,104,294 shares)

$14.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($8,400,815 ÷ 580,829 shares)

$14.46

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,823,612

Interest

71,925,625

Security lending

1,953

Total income

84,751,190

Expenses

Management fee

$ 10,440,218

Transfer agent fees

1,294,860

Distribution fees

22,867

Accounting and security lending fees

323,084

Custodian fees and expenses

34,575

Audit

19,831

Legal

9,609

Reports to shareholders

218,832

Total expenses before reductions

12,363,876

Expense reductions

(56,910)

12,306,966

Net investment income

72,444,224

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(39,487,728)

Foreign currency transactions

111

Futures contracts

(18,531,436)

(58,019,053)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(161,659,529)

Assets and liabilities in
foreign currencies

(270)

Futures contracts

(652,131)

(162,311,930)

Net gain (loss)

(220,330,983)

Net increase (decrease) in net assets resulting from operations

$ (147,886,759)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 72,444,224

$ 169,689,841

Net realized gain (loss)

(58,019,053)

71,952,466

Change in net unrealized appreciation (depreciation)

(162,311,930)

(417,674,101)

Net increase (decrease) in net assets resulting from operations

(147,886,759)

(176,031,794)

Distributions to shareholders
From net investment income

(165,533,399)

(155,528,551)

From net realized gain

(62,082,268)

(361,637,025)

Total distributions

(227,615,667)

(517,165,576)

Share transactions - net increase (decrease)

35,814,466

(103,868,167)

Total increase (decrease) in net assets

(339,687,960)

(797,065,537)

Net Assets

Beginning of period

4,163,537,345

4,960,602,882

End of period (including undistributed net investment income of $83,751,354 and $177,028,055, respectively)

$ 3,823,849,385

$ 4,163,537,345

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,491,079

$ 126,014,471

15,773,125

$ 262,419,927

Reinvested

14,767,544

225,648,009

31,454,002

514,587,479

Redeemed

(21,830,538)

(322,703,175)

(53,688,174)

(896,416,716)

Net increase (decrease)

1,428,085

$ 28,959,305

(6,461,047)

$ (119,409,310)

Service Class
Sold

251,106

$ 3,688,525

741,504

$ 12,184,248

Reinvested

110,168

1,674,550

157,694

2,567,255

Redeemed

(178,671)

(2,639,083)

(251,421)

(4,163,614)

Net increase (decrease)

182,603

$ 2,723,992

647,777

$ 10,587,889

Service Class 2 A
Sold

292,461

$ 4,301,743

312,250

$ 5,136,587

Reinvested

19,334

293,108

666

10,842

Redeemed

(32,102)

(463,682)

(11,780)

(194,175)

Net increase (decrease)

279,693

$ 4,131,169

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 164,107,625

$ 154,762,338

Service Class

1,212,605

762,991

Service Class 2 A

213,169

3,222

Total

$ 165,533,399

$ 155,528,551

From net realized gain
Initial Class

$ 61,540,384

$ 359,825,141

Service Class

461,945

1,804,264

Service Class 2 A

79,939

7,620

Total

$ 62,082,268

$ 361,637,025

$ 227,615,667

$ 517,165,576

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.27 D

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(.81)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.54)

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.64)

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(.88)

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 14.59

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.62)%

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,784,918

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.63% A

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after all
expense reductions

.63% A

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.69% A

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

56% A

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.26

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(.79)

(1.31)

1.29

1.82

.29

Total from investment operations

(.53)

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.63)

(.59) G

(.60)

(.57)

-

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

-

Total distributions

(.87)

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 14.51

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(3.58)%

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,531

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.73% A

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after all expense reductions

.73% A

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.59% A

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

56% A

76%

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 15.89

$ 18.17

Income from Investment Operations

Net investment income C

.25

.53

Net realized and unrealized gain (loss)

(.80)

(.84)

Total from investment operations

(.55)

(.31)

Less Distributions

From net investment income

(.64)

(.59) E

From net realized gain

(.24)

(1.38) E

Total distributions

(.88)

(1.97)

Net asset value, end of period

$ 14.46

$ 15.89

Total Return B

(3.72)%

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,401

$ 4,785

Ratio of expenses to average net assets

.89% A

.88% A

Ratio of net investment income to average net assets

3.43% A

3.46% A

Portfolio turnover rate

56% A

76%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Asset Mgr: Growth - Service Class

-16.52%

8.85%

11.70%

Fidelity Asset Manager:
Growth Composite

-7.57%

12.49%

14.81%

S&P 500

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

LB 3 Month T-Bill

5.95%

5.48%

5.55%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Fidelity Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix.** To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

* Not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $20,477 - a 104.77% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $29,025 - a 190.25% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,460 - a 64.60% increase. You can also look at how the Fidelity Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $24,259 - a 142.59% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

3.3

Microsoft Corp.

2.6

Citigroup, Inc.

2.2

Exxon Mobil Corp.

2.1

Pfizer, Inc.

1.7

11.9

Top Five Market Sectors as of June 30, 2001

(stocks only)

% of fund's net assets

Information Technology

15.2

Financials

14.3

Health Care

12.7

Consumer Discretionary

8.0

Energy

6.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

77.2%

Bond Class

21.8%

Short-Term Class

1.0%



* Foreign investments 3.2%

Asset allocations in the pie chart reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager: Growth Portfolio

Q. How did the fund perform, Bart?

A. For the six-month period that ended June 30, 2001, the fund underperformed the Fidelity Asset Manager: Growth Composite Index and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -3.53% and -2.87%, respectively. Similarly, for the 12 months that ended June 30, 2001, the fund trailed the Fidelity Composite index and Lipper average, which returned -7.57% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence
performance during the six-month period?

A. I continued to overweight equities, allocating just over 77% - compared to 70% in a neutral weighting - to stocks on average during the period. Maintaining a longer-term view with this fund, I felt that I needed to carry some additional exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. We benefited from allocating much of the bond subportfolio to high-yield securities - not included in the benchmark - which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the index.

Q. What factors influenced the fund's equity holdings?

A. Steve Snider - who directed the fund's equity investments - used quantitative models that emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. As was the case for the fund in 2000, diversified financial stocks led the way - including auto financing firm AmeriCredit, BancWest and insurer Loews - followed by health stocks. Despite lagging the overall market, the health sector provided us with several winners from the service industry, most notably Quest Diagnostics, Tenet Healthcare and Caremark Rx. On the down side, the fund suffered a sharp sell-off in energy stocks late in the period, particularly among exploration and production companies such as EOG Resources and Mitchell Energy. Finally, the fund's positioning in technology - the period's worst performing sector - dampened returns. Despite owning a handful of smaller-cap stocks from the software group, such as Advent and NVIDIA, that bucked the tech-wreck and fared well, we had several tech hardware names that fell apart during the period. Three stocks - Powerwave Technologies, Waters and TranSwitch - accounted for more than a third of our underperformance relative to the index. We trailed our Lipper peers, because they tended to be more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. On the high-yield front, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager: Growth Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2001, more than $443 million

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 71.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.6%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

314

$ 1,178

Automobiles - 0.3%

Harley-Davidson, Inc.

25,900

1,219,372

Hotels, Restaurants & Leisure - 0.9%

Brinker International, Inc. (a)

18,450

476,933

International Game Technology (a)

33,300

2,089,575

Starbucks Corp. (a)

14,800

325,748

Tricon Global Restaurants, Inc. (a)

15,800

693,620

Wendy's International, Inc.

18,000

459,720

4,045,596

Household Durables - 0.4%

Lennar Corp.

20,000

834,000

Pulte Homes, Inc.

21,900

933,597

1,767,597

Media - 2.5%

AOL Time Warner, Inc. (a)

130,500

6,916,500

NTL, Inc. warrants 10/14/08 (a)

427

2,562

Viacom, Inc. Class B (non-vtg.) (a)

46,100

2,385,675

Walt Disney Co.

63,400

1,831,626

11,136,363

Multiline Retail - 1.9%

Kohls Corp. (a)

2,500

156,825

Sears, Roebuck & Co.

24,500

1,036,595

The May Department Stores Co.

24,500

839,370

Wal-Mart Stores, Inc.

135,900

6,631,920

8,664,710

Specialty Retail - 1.3%

Home Depot, Inc.

70,400

3,277,120

RadioShack Corp.

17,500

533,750

Talbots, Inc.

46,600

2,038,750

5,849,620

Textiles & Apparel - 0.3%

Liz Claiborne, Inc.

7,400

373,330

Reebok International Ltd. (a)

24,000

766,800

1,140,130

TOTAL CONSUMER DISCRETIONARY

33,824,566

CONSUMER STAPLES - 3.5%

Beverages - 1.4%

PepsiCo, Inc.

66,800

2,952,560

The Coca-Cola Co.

75,300

3,388,500

6,341,060

Food & Drug Retailing - 0.3%

Sysco Corp.

46,200

1,254,330

Shares

Value (Note 1)

Food Products - 0.4%

Campbell Soup Co.

20,000

$ 515,000

Hershey Foods Corp.

20,000

1,234,200

1,749,200

Household Products - 0.6%

Procter & Gamble Co.

39,800

2,539,240

Tobacco - 0.8%

Philip Morris Companies, Inc.

68,500

3,476,375

TOTAL CONSUMER STAPLES

15,360,205

ENERGY - 6.3%

Energy Equipment & Services - 0.6%

Helmerich & Payne, Inc.

14,000

431,480

Nabors Industries, Inc. (a)

11,700

435,240

Schlumberger Ltd. (NY Shares)

21,100

1,110,915

Tidewater, Inc.

18,000

678,600

2,656,235

Oil & Gas - 5.7%

Anadarko Petroleum Corp.

11,200

605,136

Apache Corp.

13,000

659,750

Ashland, Inc.

25,000

1,002,500

Devon Energy Corp.

29,000

1,522,500

EOG Resources, Inc.

40,900

1,453,995

Equitable Resources, Inc.

49,600

1,652,176

Exxon Mobil Corp.

106,000

9,259,100

Mitchell Energy & Development Corp. Class A

29,800

1,378,250

Noble Affiliates, Inc.

41,500

1,467,025

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,799,204

Valero Energy Corp.

50,100

1,842,678

XTO Energy, Inc.

47,550

682,343

25,324,657

TOTAL ENERGY

27,980,892

FINANCIALS - 14.3%

Banks - 3.9%

BancWest Corp.

83,300

2,865,520

Bank of America Corp.

49,900

2,995,497

Bank of New York Co., Inc.

14,700

705,600

City National Corp.

19,200

850,368

Comerica, Inc.

27,200

1,566,720

Golden State Bancorp, Inc.

66,300

2,042,040

Golden West Financial Corp.

12,400

796,576

Greenpoint Financial Corp.

19,600

752,640

Northern Trust Corp.

10,100

652,460

Washington Mutual, Inc.

42,000

1,577,100

Wells Fargo & Co.

51,900

2,409,717

17,214,238

Diversified Financials - 7.2%

AMBAC Financial Group, Inc.

31,050

1,807,110

American Express Co.

40,500

1,571,400

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

AmeriCredit Corp. (a)

56,200

$ 2,919,590

Citigroup, Inc.

182,200

9,627,448

Fannie Mae

40,500

3,448,575

Federated Investors, Inc. Class B (non-vtg.)

58,900

1,896,580

J.P. Morgan Chase & Co.

57,800

2,577,880

Lehman Brothers Holdings, Inc.

8,500

660,875

MBNA Corp.

39,800

1,311,410

Merrill Lynch & Co., Inc.

24,000

1,422,000

Morgan Stanley Dean Witter & Co.

34,200

2,196,666

SEI Investments Co.

10,400

491,400

USA Education, Inc.

29,100

2,124,300

32,055,234

Insurance - 3.0%

American International Group, Inc.

70,400

6,054,400

Arthur J. Gallagher & Co.

56,600

1,471,600

Fidelity National Financial, Inc.

19,100

469,287

Jefferson-Pilot Corp.

35,700

1,725,024

Loews Corp.

26,800

1,726,724

MGIC Investment Corp.

13,000

944,320

PMI Group, Inc.

11,300

821,058

13,212,413

Real Estate - 0.2%

Crescent Real Estate Equities Co.

2,500

61,425

Host Marriott Corp.

59,600

746,192

807,617

TOTAL FINANCIALS

63,289,502

HEALTH CARE - 12.7%

Biotechnology - 1.1%

Albany Molecular Research, Inc. (a)

33,500

1,331,625

Amgen, Inc. (a)

31,200

1,935,960

IDEC Pharmaceuticals Corp. (a)

27,600

1,788,756

5,056,341

Health Care Equipment & Supplies - 1.0%

Baxter International, Inc.

28,000

1,372,000

Cytyc Corp. (a)

34,800

800,400

Hillenbrand Industries, Inc.

9,600

548,256

Medtronic, Inc.

36,500

1,679,365

4,400,021

Health Care Providers & Services - 2.7%

Bergen Brunswig Corp. Class A

37,000

711,140

Cardinal Health, Inc.

11,250

776,250

Caremark Rx, Inc. (a)

75,800

1,246,910

CIGNA Corp.

10,400

996,528

Quest Diagnostics, Inc. (a)

13,800

1,032,930

Tenet Healthcare Corp. (a)

46,000

2,373,140

Trigon Healthcare, Inc. (a)

26,700

1,731,495

Shares

Value (Note 1)

UnitedHealth Group, Inc.

23,400

$ 1,444,950

Universal Health Services, Inc. Class B (a)

40,600

1,847,300

12,160,643

Pharmaceuticals - 7.9%

Abbott Laboratories

47,100

2,261,271

American Home Products Corp.

39,600

2,314,224

Bristol-Myers Squibb Co.

59,800

3,127,540

Eli Lilly & Co.

34,300

2,538,200

Forest Laboratories, Inc. (a)

27,200

1,931,200

IVAX Corp. (a)

47,375

1,847,625

Johnson & Johnson

101,456

5,072,800

Merck & Co., Inc.

73,600

4,703,776

Pfizer, Inc.

192,100

7,693,605

Pharmacia Corp.

39,400

1,810,430

Schering-Plough Corp.

44,500

1,612,680

34,913,351

TOTAL HEALTH CARE

56,530,356

INDUSTRIALS - 6.2%

Aerospace & Defense - 0.8%

Aeroflex, Inc. (a)

21,800

230,862

General Dynamics Corp.

9,700

754,757

Lockheed Martin Corp.

19,000

703,950

Precision Castparts Corp.

52,800

1,975,776

3,665,345

Airlines - 0.2%

Southwest Airlines Co.

55,650

1,028,969

Commercial Services & Supplies - 0.7%

Apollo Group, Inc. Class A (a)

3,000

125,610

DeVry, Inc. (a)

3,600

130,032

DST Systems, Inc. (a)

27,000

1,422,900

Waste Management, Inc.

44,000

1,356,080

3,034,622

Electrical Equipment - 0.3%

C&D Technologies, Inc.

14,000

434,000

Energizer Holdings, Inc. (a)

40,000

918,000

1,352,000

Industrial Conglomerates - 4.0%

General Electric Co.

301,400

14,693,235

Tyco International Ltd.

53,100

2,893,950

17,587,185

Machinery - 0.1%

SPX Corp. (a)

3,300

413,094

Road & Rail - 0.1%

Norfolk Southern Corp.

14,000

289,800

TOTAL INDUSTRIALS

27,371,015

INFORMATION TECHNOLOGY - 15.0%

Communications Equipment - 1.7%

Brocade Communications System, Inc. (a)

7,400

320,938

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Cisco Systems, Inc. (a)

218,600

$ 4,234,282

Juniper Networks, Inc. (a)

7,200

223,524

Lucent Technologies, Inc.

101,000

626,200

McDATA Corp. Class A (a)

2,440

48,678

Nortel Networks Corp.

94,000

854,460

Scientific-Atlanta, Inc.

30,000

1,218,000

7,526,082

Computers & Peripherals - 3.0%

Dell Computer Corp. (a)

78,500

2,127,350

EMC Corp. (a)

66,300

1,926,015

Hewlett-Packard Co.

60,600

1,733,160

International Business Machines Corp.

53,500

6,045,500

Sun Microsystems, Inc. (a)

98,500

1,595,700

13,427,725

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A (a)

11,800

472,590

Arrow Electronics, Inc. (a)

50,000

1,214,500

Newport Corp.

8,000

211,120

PerkinElmer, Inc.

18,400

506,552

Technitrol, Inc.

36,800

956,800

Tektronix, Inc. (a)

22,400

608,160

Waters Corp. (a)

22,200

612,942

4,582,664

Internet Software & Services - 0.1%

Internet Security Systems, Inc. (a)

8,500

420,750

Semiconductor Equipment & Products - 2.6%

Applied Micro Circuits Corp. (a)

17,200

303,752

Cirrus Logic, Inc. (a)

75,000

1,909,500

Exar Corp. (a)

33,900

681,390

Intel Corp.

204,300

6,229,107

Linear Technology Corp.

11,900

555,016

Texas Instruments, Inc.

52,600

1,656,900

Transwitch Corp. (a)

25,200

248,472

11,584,137

Software - 6.6%

Advent Software, Inc. (a)

30,200

1,963,000

BEA Systems, Inc. (a)

22,400

744,128

Cadence Design Systems, Inc. (a)

65,500

1,220,265

Cerner Corp. (a)

32,500

1,392,625

i2 Technologies, Inc. (a)

18,400

360,456

Jack Henry & Associates, Inc.

66,000

2,003,100

Mentor Graphics Corp. (a)

58,500

1,041,300

Mercury Interactive Corp. (a)

7,700

474,397

Microsoft Corp. (a)

162,000

11,665,620

NVIDIA Corp. (a)

12,100

1,114,047

Oracle Corp. (a)

171,300

3,367,758

Rational Software Corp. (a)

29,500

837,505

Siebel Systems, Inc. (a)

18,200

862,680

Shares

Value (Note 1)

Sybase, Inc. (a)

80,200

$ 1,319,290

TIBCO Software, Inc. (a)

11,100

153,291

VERITAS Software Corp. (a)

10,500

713,160

29,232,622

TOTAL INFORMATION TECHNOLOGY

66,773,980

MATERIALS - 0.4%

Chemicals - 0.2%

Cabot Corp.

21,500

774,430

Metals & Mining - 0.0%

Placer Dome, Inc.

8,800

86,024

Paper & Forest Products - 0.2%

Boise Cascade Corp.

21,500

756,155

TOTAL MATERIALS

1,616,609

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.4%

AT&T Corp.

114,300

2,514,600

BellSouth Corp.

57,000

2,295,390

McCaw International Ltd. warrants 4/16/07 (a)(f)

910

910

Ono Finance PLC rights 5/31/09 (a)(f)

310

930

Qwest Communications International, Inc.

50,500

1,609,435

SBC Communications, Inc.

103,100

4,130,186

Verizon Communications

82,700

4,424,450

14,975,901

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(f)

545

10,900

TOTAL TELECOMMUNICATION SERVICES

14,986,801

UTILITIES - 2.4%

Electric Utilities - 1.2%

Calpine Corp. (a)

37,200

1,406,160

Entergy Corp.

18,000

691,020

IDACORP, Inc.

31,000

1,081,280

NRG Energy, Inc.

50,100

1,106,208

PPL Corp.

16,500

907,500

5,192,168

Gas Utilities - 0.4%

Kinder Morgan, Inc.

35,100

1,763,775

Multi-Utilities - 0.8%

Dynegy, Inc. Class A

31,800

1,478,700

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Multi-Utilities - continued

Enron Corp.

32,300

$ 1,582,700

Questar Corp.

27,300

675,948

3,737,348

TOTAL UTILITIES

10,693,291

TOTAL COMMON STOCKS

(Cost $324,794,068)

318,427,217

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

22,473

449

Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

12,388

1,319,322

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

69

63,480

PRIMEDIA, Inc. Series D, $10.00

3,144

245,232

1,628,034

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II $88.75

160

159,155

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.2%

Crown Castle International Corp. $127.50 pay-in-kind

938

773,850

TELECOMMUNICATION SERVICES - 0.7%

Diversified Telecommunication Services - 0.3%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

1,273

1,260,270

Wireless Telecommunication Services - 0.4%

Dobson Communications Corp.:

$122.50 pay-in-kind

148

119,880

$130.00 pay-in-kind

146

128,480

Shares

Value (Note 1)

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

3,180

$ 1,812,600

2,060,960

TOTAL TELECOMMUNICATION SERVICES

3,321,230

TOTAL NONCONVERTIBLE PREFERRED STOCKS

5,882,269

TOTAL PREFERRED STOCKS

(Cost $7,346,406)

5,882,718

Corporate Bonds - 14.8%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.7%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 740,000

712,250

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

30,000

30,525

Tenet Healthcare Corp.
6% 12/1/05

B1

1,040,000

996,450

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

500,000

473,750

7% 5/15/09

B2

580,000

549,550

2,050,275

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

1,030,000

369,513

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

275,000

192,844

TOTAL INFORMATION TECHNOLOGY

562,357

TOTAL CONVERTIBLE BONDS

3,324,882

Nonconvertible Bonds - 14.1%

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

190,000

192,595

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

80,000

48,800

TRW, Inc. 8.75% 5/15/06

Baa2

50,000

53,451

294,846

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 1.7%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

$ 560,000

$ 571,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

840,000

813,595

HMH Properties, Inc. 7.875% 8/1/08

Ba2

865,000

813,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

650,000

653,250

ITT Corp.
7.375% 11/15/15

Ba1

245,000

223,563

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

99,275

10.25% 8/1/07

Ba3

390,000

407,550

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

35,000

36,512

9.75% 6/1/07

Ba2

585,000

624,488

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,320,263

9.75% 6/15/07

B3

135,000

136,688

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

100,000

95,346

Station Casinos, Inc.:

8.375% 2/15/08 (f)

Ba3

200,000

201,000

8.375% 2/15/08

Ba3

380,000

381,900

Sun International Hotels Ltd./Sun International North America, Inc. yankee 8.625% 12/15/07

B1

295,000

296,106

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

290,000

295,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

650,000

695,500

7,665,136

Household Durables - 0.3%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

400,000

398,000

8.875% 4/1/08

Ba3

55,000

55,275

Ryland Group, Inc.
9.125% 6/15/11

B1

220,000

217,800

Sealy Mattress Co.
9.875% 12/15/07

B2

460,000

450,800

1,121,875

Media - 3.0%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

300,000

294,000

10.875% 10/1/10

B2

245,000

247,450

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

265,000

235,850

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

$ 257,300

$ 280,779

British Sky Broadcasting Group PLC yankee
8.2% 7/15/09

Ba1

110,000

108,764

Callahan Nordrhein Westfalen 0% 7/15/10 (e)(f)

B3

170,000

59,500

Century Communications Corp. 0% 1/15/08

B2

30,000

14,250

Chancellor Media Corp.
8% 11/1/08

Ba1

40,000

41,350

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

110,000

73,700

0% 4/1/11 (e)

B2

840,000

567,000

0% 5/15/11 (e)(f)

B2

470,000

267,900

10% 4/1/09

B2

705,000

713,813

10% 5/15/11 (f)

B2

260,000

262,600

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

260,000

223,600

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

320,000

294,714

CSC Holdings, Inc.:

7.625% 4/1/11 (f)

Ba1

345,000

330,338

9.25% 11/1/05

Ba3

55,000

56,375

9.875% 5/15/06

Ba3

150,000

156,750

9.875% 4/1/23

B1

70,000

74,900

10.5% 5/15/16

Ba3

500,000

555,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

555,000

310,800

11.75% 12/15/05

B2

345,000

231,150

EchoStar DBS Corp.
9.375% 2/1/09

B1

625,000

615,625

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

876,150

9.25% 11/1/07

B1

195,000

198,900

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

60,000

56,700

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

375,000

383,438

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp. 0% 9/15/07 (e)

Caa1

100,000

102,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

340,000

340,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

$ 130,000

$ 113,732

Lamar Media Corp.:

9.25% 8/15/07

B1

435,000

449,138

9.625% 12/1/06

B1

135,000

142,425

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

103,422

8% 10/17/16

Baa3

80,000

80,694

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

330,000

330,000

NTL, Inc. 0% 4/1/08 (e)

B3

535,000

246,100

Paramount Communications, Inc. 7.5% 1/15/02

A3

110,000

111,670

Pegasus Communications Corp. 9.625% 10/15/05

B3

395,000

351,550

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (e)

Caa1

765,000

443,700

12.375% 8/1/06

B3

165,000

150,975

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

660,000

658,350

Radio One, Inc. 8.875% 7/1/11 (f)

B3

755,000

755,000

TCI Communications, Inc. 9.8% 2/1/12

A3

190,000

226,127

Telemundo Holdings, Inc.
0% 8/15/08 (e)

B3

1,475,000

1,135,750

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

135,000

144,690

13,417,219

Multiline Retail - 0.2%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

100,524

8.5% 6/15/03

Baa1

50,000

52,695

JCPenney Co., Inc.:

6% 5/1/06

Ba2

75,000

62,250

6.125% 11/15/03

Ba2

25,000

23,750

6.9% 8/15/26

Ba2

192,000

184,320

7.375% 6/15/04

Ba2

75,000

71,625

7.375% 8/15/08

Ba2

25,000

22,250

7.4% 4/1/37

Ba2

75,000

69,000

7.6% 4/1/07

Ba2

25,000

23,125

7.95% 4/1/17

Ba2

40,000

32,400

Kmart Corp.
9.375% 2/1/06

Baa3

140,000

136,500

778,439

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

$ 95,000

$ 98,019

TOTAL CONSUMER DISCRETIONARY

23,375,534

CONSUMER STAPLES - 0.5%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

130,000

128,300

Rite Aid Corp.:

6.125% 12/15/08 (f)

Caa2

235,000

178,600

6.5% 10/1/03 (f)(h)

Caa2

60,000

57,000

6.875% 8/15/13

Caa2

165,000

122,100

7.625% 4/15/05

Caa2

330,000

287,100

11.25% 7/1/08 (f)

Caa2

460,000

463,450

1,236,550

Food Products - 0.1%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

115,000

117,138

Del Monte Corp. 9.25% 5/15/11 (f)

B3

290,000

292,900

Kellogg Co. 6.6% 4/1/11 (f)

Baa2

50,000

48,438

458,476

Personal Products - 0.1%

Playtex Products, Inc. 9.375% 6/1/11 (f)

B2

185,000

187,775

Tobacco - 0.0%

Philip Morris Companies, Inc. 7% 7/15/05

A2

70,000

71,846

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

100,000

101,446

173,292

TOTAL CONSUMER STAPLES

2,056,093

ENERGY - 0.4%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (f)

B1

60,000

57,600

Oil & Gas - 0.4%

Chesapeake Energy Corp.:

8.125% 4/1/11 (f)

B2

410,000

383,350

8.5% 3/15/12

B2

425,000

416,500

Nuevo Energy Co.
9.375% 10/1/10

B1

315,000

311,850

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

99,725

8.375% 7/15/04

Baa1

195,000

207,189

Petro-Canada yankee
7% 11/15/28

A3

50,000

47,898

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,509

Plains Resources, Inc. 10.25% 3/15/06

B2

45,000

46,350

1,581,371

TOTAL ENERGY

1,638,971

FINANCIALS - 1.9%

Banks - 0.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

20,000

21,246

Bank One Corp.
7.875% 8/1/10

A1

200,000

214,378

BankBoston Corp.
6.625% 2/1/04

A3

60,000

61,286

Capital One Bank
6.65% 3/15/04

Baa3

260,000

258,604

Commonwealth Bank
of Australia yankee
8.5% 6/1/10

Aa3

100,000

111,639

Den Danske Bank AS 6.375% 6/15/08 (f)(h)

Aa3

170,000

175,610

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

90,667

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

96,611

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

141,949

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

104,800

9.118% 3/31/49

A1

60,000

66,318

Union Planters Corp.
7.75% 3/1/11

Baa2

100,000

103,280

1,446,388

Diversified Financials - 1.2%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

125,000

126,909

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

202,060

Associates Corp. of North America 5.8% 4/20/04

Aa3

180,000

181,618

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

70,000

71,329

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

110,000

111,375

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

90,024

Cellco Finance NV yankee:

12.75% 8/1/05

B3

200,000

160,000

15% 8/1/05

Caa1

300,000

252,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Citigroup, Inc.
7.25% 10/1/10

Aa3

$ 200,000

$ 207,610

ComEd Financing II
8.5% 1/15/27

Baa3

450,000

439,065

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

150,000

153,429

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

100,000

44,500

7% 12/15/06

Caa3

50,000

19,500

Crown Cork & Seal
Finance SA yankee
6.75% 12/15/03

Caa3

195,000

87,750

Details Capital Corp.
0% 11/15/07 (e)

B3

85,000

81,600

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

140,000

141,400

Ford Motor Credit Co.:

7.375% 2/1/11

A2

50,000

50,732

7.5% 3/15/05

A2

140,000

145,466

7.875% 6/15/10

A2

180,000

188,759

General Motors Acceptance Corp. 6.75% 1/15/06

A2

40,000

40,792

Household Finance Corp. 6.5% 1/24/06

A2

75,000

76,247

IOS Capital, Inc.
9.75% 6/15/04

Baa2

280,000

278,600

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

250,000

255,000

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

80,000

81,730

NiSource Finance Corp. 7.875% 11/15/10

Baa2

125,000

131,574

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

860,000

731,000

PTC International Finance II SA yankee 11.25% 12/1/09

B2

85,000

88,400

SESI LLC 8.875% 5/15/11 (f)

B1

425,000

420,750

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

40,000

36,718

6.875% 11/15/28

Baa1

65,000

54,625

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

60,000

60,350

6.75% 5/15/09

Baa1

120,000

113,699

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

100,000

108,208

5,232,819

Real Estate - 0.4%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

99,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

CenterPoint Properties Trust: - continued

7.125% 3/15/04

Baa2

$ 110,000

$ 110,054

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

101,314

EOP Operating LP:

6.375% 2/15/03

Baa1

100,000

101,599

6.75% 2/15/08

Baa1

100,000

98,431

7.75% 11/15/07

Baa1

100,000

105,622

ERP Operating LP:

6.55% 11/15/01

A3

55,000

55,382

7.1% 6/23/04

A3

100,000

103,214

LNR Property Corp.
10.5% 1/15/09

B1

375,000

375,000

Meditrust Corp.
7.82% 9/10/26

Ba3

360,000

345,600

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

345,000

359,663

1,855,040

TOTAL FINANCIALS

8,534,247

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

110,000

103,950

Health Care Providers & Services - 0.3%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

130,000

133,250

Fountain View, Inc. 11.25% 4/15/08 (d)

Caa1

460,000

220,800

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

320,000

329,600

Triad Hospitals, Inc. 8.75% 5/1/09 (f)

B1

385,000

393,663

Unilab Corp.
12.75% 10/1/09

B3

150,000

174,000

1,251,313

TOTAL HEALTH CARE

1,355,263

INDUSTRIALS - 1.0%

Aerospace & Defense - 0.2%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

595,000

600,950

Airlines - 0.0%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

30,000

30,406

7.73% 9/15/12

Baa1

10,795

10,733

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Delta Air Lines, Inc. pass thru trust certificate 7.57% 11/18/10

Aa2

$ 30,000

$ 31,557

72,696

Commercial Services & Supplies - 0.3%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

290,000

288,550

7.625% 1/1/06

Ba3

285,000

280,725

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

210,000

205,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

198,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

55,000

54,863

Iron Mountain, Inc.
8.625% 4/1/13

B2

215,000

215,000

Pierce Leahy Command Co. yankee 8.125% 5/15/08

B2

85,000

84,575

Pierce Leahy Corp.
9.125% 7/15/07

B2

115,000

119,025

1,446,538

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

430,000

455,800

Numatics, Inc. 9.625% 4/1/08

Caa2

30,000

18,900

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

120,000

118,997

593,697

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

505,000

512,575

Road & Rail - 0.3%

Canadian National
Railway Co. yankee
6.9% 7/15/28

Baa2

150,000

139,343

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

58,097

6.46% 6/22/05

Baa2

100,000

101,200

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

220,000

225,020

TFM SA de CV yankee
0% 6/15/09 (e)

B1

970,000

824,500

1,348,160

TOTAL INDUSTRIALS

4,574,616

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

1,220,000

488,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.0%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 100,000

$ 101,638

IT Consulting & Services - 0.0%

Comdisco, Inc.:

6.375% 11/30/01

Caa1

75,000

57,000

7.25% 9/1/02

Caa1

95,000

72,200

129,200

Semiconductor Equipment & Products - 0.2%

Micron Technology, Inc. 6.5% 9/30/05 (j)

B3

1,000,000

860,000

TOTAL INFORMATION TECHNOLOGY

1,578,838

MATERIALS - 0.9%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

600,000

597,000

Huntsman Corp. 9.5% 7/1/07 (f)

Caa1

745,000

461,900

IMC Global, Inc.
7.4% 11/1/02

Ba2

85,000

80,538

1,139,438

Containers & Packaging - 0.3%

Applied Extrusion Technologies, Inc.
10.75% 7/1/11 (f)

B2

70,000

70,350

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

50,000

24,000

7.125% 9/1/02

Caa3

285,000

163,875

7.375% 12/15/26

Caa3

100,000

37,000

8% 4/15/23

Caa3

30,000

11,100

8.375% 1/15/05

Caa3

125,000

50,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

360,000

226,800

9.75% 6/15/07

Caa1

660,000

415,800

Packaging Corp. of America 9.625% 4/1/09

B1

375,000

397,500

1,396,425

Metals & Mining - 0.3%

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

30,000

31,500

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

310,000

325,500

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

805,000

794,133

1,151,133

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 80,000

$ 77,600

Riverwood International Corp. 10.625% 8/1/07 (f)

B3

275,000

281,875

359,475

TOTAL MATERIALS

4,046,471

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 0.9%

AT&T Corp. 6.5% 3/15/29

A2

115,000

97,913

British Telecommunications PLC 7.875% 12/15/05

Baa1

100,000

105,313

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

100,000

107,282

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

70,000

71,393

9.25% 5/15/11

Baa2

115,000

119,123

Deutsche Telekom International Finance BV 8.25% 6/15/30

A3

80,000

81,164

France Telecom SA:

7.2% 3/1/06 (f)

A3

50,000

51,501

8.5% 3/1/31 (f)

A3

60,000

62,747

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

401,538

0% 3/1/09 (e)

B3

250,000

182,500

8.6% 6/1/08

B2

10,000

9,750

8.875% 11/1/07

B2

25,000

24,375

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

100,000

99,111

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

982,000

274,960

Nextel International, Inc. 12.75% 8/1/10

Caa1

170,000

52,700

NTL Communications Corp. 0% 10/1/08 (e)

B3

605,000

260,150

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa1

140,000

137,740

Telefonica Europe BV
8.25% 9/15/30

A2

90,000

94,426

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

80,000

82,400

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

5,000

4,881

TELUS Corp. yankee
8% 6/1/11

Baa2

105,000

106,775

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

$ 685,000

$ 417,850

Triton PCS, Inc. 0% 5/1/08 (e)

B3

1,585,000

1,252,150

4,097,742

Wireless Telecommunication Services - 1.9%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (f)

Baa2

15,000

15,038

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

230,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,440,000

1,432,800

Horizon PCS, Inc. 0% 10/1/10 (e)

Caa1

545,000

207,100

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

810,000

704,700

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

1,821,600

0% 2/15/08 (e)

B1

160,000

104,000

Orange PLC yankee
9% 6/1/09

A3

365,000

379,600

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

551,800

10.625% 7/15/10

B3

135,000

125,550

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

1,635,000

1,340,700

10.375% 11/15/09

Baa1

1,080,000

1,231,200

8,144,088

TOTAL TELECOMMUNICATION SERVICES

12,241,830

UTILITIES - 0.7%

Electric Utilities - 0.6%

AES Corp.:

9.375% 9/15/10

Ba1

600,000

600,000

9.5% 6/1/09

Ba1

185,000

188,238

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

130,000

119,076

CMS Energy Corp.:

7.5% 1/15/09

Ba3

160,000

149,600

8.375% 7/1/03

Ba3

305,000

301,950

9.875% 10/15/07

Ba3

295,000

306,800

Hydro-Quebec yankee
8.4% 3/28/25

A2

90,000

105,180

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

60,893

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

151,618

7.875% 12/15/26 (f)

A3

80,000

72,446

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

$ 105,000

$ 82,950

7.05% 3/1/24

B3

55,000

44,000

7.875% 3/1/02

B3

125,000

113,750

PSI Energy, Inc. 6.65% 6/15/06 (f)

A3

65,000

64,350

Texas Utilities Co.
6.375% 1/1/08

Baa3

10,000

9,645

2,370,496

Gas Utilities - 0.0%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

25,000

24,680

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

50,000

52,219

Sempra Energy
7.95% 3/1/10

A2

40,000

39,628

116,527

Multi-Utilities - 0.1%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (f)

Baa2

540,000

540,000

TOTAL UTILITIES

3,027,023

TOTAL NONCONVERTIBLE BONDS

62,428,886

TOTAL CORPORATE BONDS

(Cost $68,503,353)

65,753,768

U.S. Government and Government Agency Obligations - 2.0%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

5.25% 6/15/06

Aaa

85,000

83,778

5.5% 5/2/06

AA-

125,000

123,750

6% 5/15/08

Aaa

350,000

352,296

6.25% 2/1/11

Aa2

65,000

64,177

7.25% 1/15/10

Aaa

200,000

214,906

7.25% 5/15/30

Aaa

105,000

113,742

Federal Home Loan Bank:

5% 2/28/03

Aaa

870,000

877,343

6.375% 11/15/02

Aaa

180,000

184,950

Freddie Mac:

5.75% 3/15/09

Aaa

510,000

501,631

5.875% 3/21/11

Aa2

205,000

196,704

6% 6/15/11

Aaa

150,000

147,840

6.875% 1/15/05

Aaa

85,000

89,356

6.875% 9/15/10

Aaa

300,000

314,859

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

3,265,332

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 3.59% to 3.99% 7/12/01 (g)

-

$ 1,200,000

$ 1,198,907

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

595,000

612,475

6.25% 5/15/30

Aaa

120,000

127,105

6.875% 8/15/25

Aaa

25,000

28,027

8.125% 8/15/19

Aaa

1,080,000

1,344,762

8.875% 8/15/17

Aaa

50,000

65,633

8.875% 2/15/19

Aaa

259,000

343,175

11.25% 2/15/15

Aaa

240,000

363,149

U.S. Treasury Notes:

5.75% 8/15/03

Aaa

310,000

318,813

6.5% 2/15/10

Aaa

125,000

134,258

7% 7/15/06

Aaa

420,000

455,570

7.25% 8/15/04

Aaa

20,000

21,469

7.875% 11/15/04

Aaa

288,000

315,406

TOTAL U.S. TREASURY OBLIGATIONS

5,328,749

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $8,379,210)

8,594,081

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.0%

6% 4/1/13 to 1/1/29

Aaa

979,655

966,488

6.5% 2/1/26 to 6/1/31

Aaa

3,164,531

3,118,671

7% 8/1/25 to 12/1/29

Aaa

2,167,655

2,180,444

7.5% 5/1/24 to 12/1/30

Aaa

1,533,744

1,565,687

7.5% 7/1/31 (k)

Aaa

1,130,000

1,152,600

TOTAL FANNIE MAE

8,983,890

Freddie Mac - 0.1%

7.5% 8/1/28

Aaa

109,128

111,685

Government National Mortgage Association - 0.5%

6.5% 8/15/27

Aaa

522,070

517,173

7% 7/15/28

Aaa

697,591

703,911

7.5% 1/15/26 to 8/15/28

Aaa

645,266

661,937

8% 8/15/30

Aaa

334,237

346,246

8.5% 11/15/30

Aaa

64,680

67,590

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,296,857

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $11,304,865)

11,392,432

Asset-Backed Securities - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass thru trust 10.875% 3/15/19

Ba2

$ 158,032

$ 90,078

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

151,898

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

100,000

99,969

CIT Marine Trust 5.8% 4/15/10

Aaa

117,414

119,121

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

5,699

5,687

CPS Auto Receivables Trust 6% 8/15/03

Aaa

33,894

33,916

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

180,000

181,041

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

130,000

130,630

Ford Credit
Auto Owner Trust:

5.71% 9/15/05

A2

35,000

34,978

6.4% 12/15/02

Aaa

50,000

50,758

7.03% 11/15/03

Aaa

24,000

24,540

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 4.5313% 2/5/03 (f)(h)

Baa2

21,631

21,570

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

52,252

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

41,470

41,333

TOTAL ASSET-BACKED SECURITIES

(Cost $1,103,042)

1,037,771

Collateralized Mortgage Obligations - 0.1%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (f)(h)

Ba3

124,575

59,121

Collateralized Mortgage Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

$ 100,000

$ 94,937

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

96,242

sequential pay Series 2000-49 Class A,
8% 3/18/27

Aaa

148,751

155,165

TOTAL U.S. GOVERNMENT AGENCY

346,344

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $407,679)

405,465

Commercial Mortgage Securities - 0.6%

Asset Securitization Corp. Series 1995-MD4
Class A1, 7.1% 8/13/29

AAA

196,650

204,183

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X, 1.0934% 4/15/36 (h)

Aaa

1,472,200

98,223

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

100,000

102,871

Class B, 7.48% 2/1/08

A

80,000

82,125

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E, 5.2838% 1/10/13 (f)(h)

Baa1

220,000

220,274

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

199,718

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

131,688

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (h)

-

320,000

252,221

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (f)(h)

-

250,000

48,750

Series 1997-B Class E, 7.8912% 9/15/19 (f)(h)

-

100,000

4,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

69,792

65,441

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba1

$ 250,000

$ 236,797

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(h)

Baa3

180,000

168,863

LTC Commercial Mortgage pass thru certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

398,906

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

100,397

99,612

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 8.6225% 1/15/03 (f)(h)

-

125,000

118,327

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

80,000

81,906

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (f)

Baa2

140,000

136,019

Class E2, 7.224% 12/15/10 (f)

Baa3

100,000

95,156

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,139,537)

2,745,080

Foreign Government and Government Agency Obligations (i) - 0.0%

United Mexican States:

8.375% 1/14/11

Baa3

70,000

70,700

9.875% 2/1/10

Baa3

80,000

87,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $151,914)

158,220

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

153,950

Floating Rate Loans - 1.8%

CONSUMER DISCRETIONARY - 0.3%

Auto Components - 0.0%

Exide Corp. Tranche B term loan 9.1162% 3/18/05 (h)

-

98,292

93,377

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (h)

Ba2

$ 530,000

$ 535,300

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (h)

-

75,000

75,281

610,581

Household Durables - 0.1%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (h)

Ba3

91,543

92,230

Tranche C term loan 6.1875% 12/15/05 (h)

Ba3

65,864

66,358

Tranche D term loan 6.4375% 12/15/06 (h)

Ba3

86,236

86,882

245,470

Media - 0.1%

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (h)

-

228,102

222,399

TOTAL CONSUMER DISCRETIONARY

1,171,827

CONSUMER STAPLES - 0.0%

Tobacco - 0.0%

UST, Inc. Tranche B term loan 7.1579% 2/16/05 (h)

A2

198,251

200,729

FINANCIALS - 0.5%

Diversified Financials - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (h)

-

151,624

141,011

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (h)

-

200,000

200,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (h)

Ba3

100,000

99,000

Tranche B term loan 8.01% 12/31/07 (h)

-

300,000

300,000

Charter Communication Operating LLC Tranche B term loan 6.91% 3/18/08 (h)

Ba3

730,000

720,875

Nextel Finance Co.:

Tranche B term loan 7.415% 6/30/08 (h)

Ba2

300,000

277,500

Tranche C term loan 7.75% 12/31/08 (h)

Ba2

300,000

277,500

Tritel Holding Corp. Tranche B term loan 8.4% 12/31/07 (h)

B2

230,000

228,275

2,244,161

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (h)

-

$ 140,625

$ 140,977

Unilab Corp. Tranche B term loan 7.6875% 11/23/06 (h)

B1

194,278

196,464

337,441

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (h)

Ba3

137,897

136,863

Tranche C term loan 6.9399% 7/21/07 (h)

Ba3

165,476

164,235

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (h)

Ba3

350,000

350,875

651,973

Machinery - 0.1%

SPX Corp. Tranche C term loan 7.1252% 12/31/07 (h)

-

249,375

249,687

TOTAL INDUSTRIALS

901,660

MATERIALS - 0.3%

Chemicals - 0.2%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (h)

-

115,940

116,955

Tranche C term loan 7.219% 6/30/08 (h)

-

211,657

213,509

Lyondell Chemical Co. sr. secured Tranche E term loan 8.5063% 5/17/06 (h)

-

392,687

401,523

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (h)

-

200,000

202,000

933,987

Containers & Packaging - 0.1%

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (h)

-

168,058

168,058

U.S. Can Corp. Tranche B term loan 8.33% 10/4/08 (h)

-

99,306

98,313

266,371

TOTAL MATERIALS

1,200,358

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.2%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (h)

-

$ 500,000

$ 502,500

Triton PCS, Inc. Tranche B term loan 6.9063% 2/4/07 (h)

-

500,000

496,250

998,750

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (h)

-

500,000

450,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (h)

-

130,000

123,175

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (h)

Ba2

400,000

396,000

969,175

TOTAL TELECOMMUNICATION SERVICES

1,967,925

TOTAL FLOATING RATE LOANS

(Cost $8,151,542)

8,024,101

Commercial Paper - 0.1%

British Telecommunications PLC 4.8538% 10/9/01 (h)
(Cost $249,864)

250,000

249,170

Money Market Funds - 4.4%

Shares

Fidelity Cash Central Fund, 4.09% (c)

12,307,214

12,307,214

Fidelity Money Market Central Fund, 4.21% (c)

6,797,743

6,797,743

Fidelity Securities Lending
Cash Central Fund, 4.02% (c)

411,900

411,900

TOTAL MONEY MARKET FUNDS

(Cost $19,516,857)

19,516,857

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $453,197,394)

442,340,830

NET OTHER ASSETS - 0.3%

1,502,236

NET ASSETS - 100%

$ 443,843,066

Futures Contracts

Expiration
Date

Underlying
Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

59 S&P 500 Stock Index Contracts

Sept. 2001

$ 18,167,575

$ (893,220)

The face value of futures purchased as a percentage of net assets - 4.1%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,471,990 or 2.6% of net assets.

(g) 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 $1,098,998.

(h) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(i) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

11/1/99

$ 787,500

(k) Security purchased on a delayed or when-issued basis.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.6%

AAA, AA, A

5.0%

Baa

2.8%

BBB

2.2%

Ba

2.9%

BB

3.1%

B

7.7%

B

7.6%

Caa

1.6%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $82,303,653 and $98,871,212, respectively of which long-term U.S. Government and government agency obligations aggregated $13,896,750 and $19,170,340, respectively.

The market value of futures contracts opened and closed during the period amounted to $41,016,688 and $39,597,351, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $860,000 or 0.2% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these instruments amounted to $8,024,101 or 1.8% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $452,830,695. Net unrealized depreciation aggregated $10,489,865, of which $51,469,211 related to appreciated investment securities and $61,959,076 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $395,844) (cost $453,197,394) - See accompanying schedule

$ 442,340,830

Cash

330,529

Receivable for investments sold

2,194,390

Receivable for fund shares sold

276,530

Dividends receivable

208,534

Interest receivable

1,387,691

Receivable for daily variation on futures contracts

69,325

Other receivables

219

Total assets

446,808,048

Liabilities

Payable for investments purchased
Regular delivery

$ 1,053,955

Delayed delivery

1,160,722

Payable for fund shares redeemed

53,249

Accrued management fee

216,496

Distribution fees payable

1,973

Other payables and
accrued expenses

66,687

Collateral on securities loaned,
at value

411,900

Total liabilities

2,964,982

Net Assets

$ 443,843,066

Net Assets consist of:

Paid in capital

$ 460,545,821

Undistributed net investment income

7,817,905

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(12,770,891)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(11,749,769)

Net Assets

$ 443,843,066

Initial Class:
Net Asset Value, offering price
and redemption price per share ($427,590,466 ÷ 33,438,967 shares)

$12.79

Service Class:
Net Asset Value, offering price and redemption price per share ($10,997,633 ÷ 865,147 shares)

$12.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($5,254,967 ÷ 414,647 shares)

$12.67

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 1,957,179

Interest

5,732,568

Security lending

9,500

Total income

7,699,247

Expenses

Management fee

$ 1,334,813

Transfer agent fees

152,804

Distribution fees

10,901

Accounting and security lending fees

87,698

Non-interested trustees' compensation

818

Custodian fees and expenses

12,669

Audit

13,654

Legal

1,136

Reports to shareholders

37,486

Miscellaneous

214

Total expenses before reductions

1,652,193

Expense reductions

(2,471)

1,649,722

Net investment income

6,049,525

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(11,815,323)

Foreign currency transactions

17

Futures contracts

(1,884,444)

(13,699,750)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(20,591,335)

Assets and liabilities in
foreign currencies

(28)

Futures contracts

(57,317)

(20,648,680)

Net gain (loss)

(34,348,430)

Net increase (decrease) in net assets resulting from operations

$ (28,298,905)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 6,049,525

$ 14,340,647

Net realized gain (loss)

(13,699,750)

16,729,357

Change in net unrealized appreciation (depreciation)

(20,648,680)

(102,678,511)

Net increase (decrease) in net assets resulting from operations

(28,298,905)

(71,608,507)

Distributions to shareholders
From net investment income

(13,343,864)

(11,727,781)

From net realized gain

(16,105,049)

(47,570,525)

Total distributions

(29,448,913)

(59,298,306)

Share transactions - net increase (decrease)

3,885,938

37,231,520

Total increase (decrease) in net assets

(53,861,880)

(93,675,293)

Net Assets

Beginning of period

497,704,946

591,380,239

End of period (including undistributed net investment income of $7,817,905 and $15,347,357, respectively)

$ 443,843,066

$ 497,704,946

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

1,407,564

$ 18,498,741

3,923,103

$ 63,060,473

Reinvested

2,071,741

28,507,156

3,619,549

58,129,957

Redeemed

(3,502,317)

(45,740,931)

(5,674,304)

(91,790,709)

Net increase (decrease)

(23,012)

$ 1,264,966

1,868,348

$ 29,399,721

Service Class
Sold

49,805

$ 662,883

313,089

$ 5,014,523

Reinvested

53,533

732,326

72,504

1,157,887

Redeemed

(107,714)

(1,378,918)

(108,353)

(1,714,212)

Net increase (decrease)

(4,376)

$ 16,291

277,240

$ 4,458,198

Service Class 2 A
Sold

195,646

$ 2,557,350

230,119

$ 3,591,200

Reinvested

15,343

209,431

655

10,461

Redeemed

(12,526)

(162,100)

(14,590)

(228,060)

Net increase (decrease)

198,463

$ 2,604,681

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 12,927,664

$ 11,501,649

Service Class

322,572

224,107

Service Class 2 A

93,628

2,025

Total

$ 13,343,864

$ 11,727,781

From net realized gain
Initial Class

$ 15,579,492

$ 46,628,308

Service Class

409,754

933,781

Service Class 2 A

115,803

8,436

Total

$ 16,105,049

$ 47,570,525

$ 29,448,913

$ 59,298,306

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.17 D

.42D

.40D

.41D

.36D

.21

Net realized and unrealized gain (loss)

(.93)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(.76)

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.39)

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(.86)

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 12.79

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(5.69)%

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 427,590

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.72% A

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after
all expense reductions

.72% A

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.65% A

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

38% A

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.16

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(.93)

(2.50)

2.03

2.14

.34

Total from investment operations

(.77)

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.37)

(.36)

(.41)

(.34)

-

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

-

Total distributions

(.84)

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 12.71

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(5.79)%

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,998

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.82% A

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after all expense reductions

.82% A

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.54% A

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

38% A

147%

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.30

$ 17.78

Income from Investment Operations

Net investment income D

.15

.34

Net realized and unrealized gain (loss)

(.93)

(1.96)

Total from investment operations

(.78)

(1.62)

Less Distributions

From net investment income

(.38)

(.36)

From net realized gain

(.47)

(1.50)

Total distributions

(.85)

(1.86)

Net asset value, end of period

$ 12.67

$ 14.30

Total Return B, C

(5.88)%

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,255

$ 3,091

Ratio of expenses to average net assets

.98% A

.97% A

Ratio of expenses to average net assets after all expense reductions

.98% A

.95% A, F

Ratio of net investment income to average net assets

2.38% A

2.33% A

Portfolio turnover rate

38% A

147%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class

-5.36%

9.14%

9.22%

Fidelity Balanced 60/40 Composite

-4.78%

12.02%

14.54%

S&P 500

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

Variable Annuity Balanced Funds Average

-0.54%

10.31%

n/a

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity balanced funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 71 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $17,731 - a 77.31% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $29,783 - a 197.83% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,811 - a 68.11% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,140 - a 141.40% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

2.6

Microsoft Corp.

2.1

Philip Morris Companies, Inc.

1.5

Pfizer, Inc.

1.4

Citigroup, Inc.

1.4

9.0

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

14.2

Information Technology

11.0

Consumer Discretionary

10.1

Health Care

7.3

Industrials

7.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

58.9%

Bonds

37.8%

Short-Term Investments and Net Other Assets

3.1%

Other Investments

0.2%



* Foreign investments 4.3%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant (left), manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six months that ended June 30, 2001, the fund outperformed both the Fidelity Balanced 60/40 Composite Index and the variable annuity balanced funds average tracked by Lipper Inc., which returned -2.43% and -1.72%, respectively. For the 12 months that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -4.78% and -0.54%, respectively.

Q. Why did the fund beat its benchmark and peer group average during the past six months?

J.A. The fund's defensive posture, which hurt performance in previous reporting periods, helped this time around on both fronts. A good portion of our advantage relative to the index in particular came from equities due to our underweighting in technology, by far the market's worst performing sector during the period. Within the sector, my focus was on further reducing exposure to higher-volatility names that were trading at high valuations and whose fundamentals were deteriorating amid a slowing economy. This strategy had us holding a much smaller concentration than the index in some of tech's fallen stars - namely Nortel, Cisco, Corning and Oracle - which suffered precipitous declines. Underweighting just these four stocks accounted for more than half of our relative advantage. Equally important were the stocks on which I had a positive stance. Given the Federal Reserve Board's strong bias toward lowering interest rates, I increased the fund's weighting in more-cyclically oriented tech stocks, which tend to outperform in anticipation of an improving economy. I found plenty of mid-caps in both the semiconductor and semiconductor-capital equipment spaces early in the period that were trading at particularly attractive valuations. I emphasized a handful of stocks, including NVIDIA, KLA Tencor, LAM Research and Novellus, which bucked the downturn and performed extremely well. On top of our cyclical positioning, I had a sizable stable-growth component in the portfolio that also fared well. Names such as McGraw-Hill were reliable "steady Eddies" that successfully navigated a challenging market backdrop. Some of the stocks I've mentioned thus far were no longer held at the end of the period.

Q. What other stocks had a big influence on performance during the period?

J.A. Philip Morris was another great stock to have in a volatile market environment. Improving fundamentals at the food, tobacco and beverage giant helped it overcome a slowing economy and soundly beat earnings estimates. The impending spin-off of its Kraft Foods division unleashed more value in the company and further boosted the stock. Alcoa benefited from the emerging power shortages plaguing the western U.S., electing to idle its aluminum production in certain regions and sell its high-priced power back to the grid operators. On the down side, our financial holdings generally disappointed. We bought brokerage stocks in the fourth quarter of 2000 when they ran up, but elected not to sell them early in 2001 as they corrected, which was a mistake. I still own many of the brokers, such as Charles Schwab, because I feel they're a good place to be over the long term. I also got caught holding too much American Express, as the stock slumped when business began to slow. The fund's health care exposure further restrained performance. One stock, Schering-Plough, did most of the damage, falling nearly 36% during the period.

Q. Turning to you, Kevin, how did the fund's bond subportfolio fare?

K.G. It was a significant contributor to performance during the past six months. Aggressive Fed easing and a steepening yield curve provided a favorable backdrop for our investment-grade holdings, which gained an advantage on the index primarily through our emphasis on the spread sectors - particularly corporate bonds - which handily outperformed Treasuries. Curve positioning was critical, as we were overweighted in the intermediate part of the curve where most of the returns were concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key, and I managed to capitalize on the volatility that marked the corporate market during the period. Finally, diversification proved invaluable, as I was able to avoid several major credit problems pervading the period, most notably the meltdown in the technology space and the California utility debacle.

Q. John, what's your outlook?

J.A. I expect market volatility to continue until the end of the summer, when we'll be better able to gauge the timing of an economic recovery. While the flagging economy may not turn this calendar year, I still think that lower interest rates and a federal tax cut will ultimately stimulate growth. So, I feel pretty bullish, yet fully cognizant of the fact that we probably have some more pain to endure between now and then. In the meantime, I like how the fund is currently positioned, maintaining a balanced weighting of cyclically oriented stocks and more stable growth names.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks both income and growth of capital

Start date: January 3, 1995

Size: as of June 30, 2001, more than $296 million

Manager: John Avery, since 1998, and Kevin Grant since 1996; John Avery joined Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 53.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.3%

Auto Components - 0.1%

TRW, Inc.

10,200

$ 418,200

Automobiles - 0.2%

Ford Motor Co.

18,800

461,540

Hotels Restaurants & Leisure - 0.0%

Six Flags, Inc. (a)

3,400

71,536

Household Durables - 0.7%

Black & Decker Corp.

11,800

465,628

Maytag Corp.

14,900

435,974

Mohawk Industries, Inc. (a)

17,900

630,080

Whirlpool Corp.

7,600

475,000

2,006,682

Media - 3.6%

AOL Time Warner, Inc. (a)

48,812

2,587,036

AT&T Corp. - Liberty Media Group Class A (a)

45,700

799,293

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

2

Clear Channel Communications, Inc. (a)

5,900

369,930

General Motors Corp. Class H

19,200

388,800

McGraw-Hill Companies, Inc.

29,100

1,924,965

NTL, Inc. warrants 10/14/08 (a)

199

1,194

Omnicom Group, Inc.

16,600

1,427,600

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

38

Viacom, Inc. Class B (non-vtg.) (a)

41,711

2,158,524

Walt Disney Co.

31,400

907,146

10,564,528

Multiline Retail - 1.5%

Costco Wholesale Corp. (a)

16,700

700,231

Dillards, Inc. Class A

31,200

476,424

Federated Department Stores, Inc. (a)

13,400

569,500

JCPenney Co., Inc.

17,100

450,756

Kmart Corp. (a)

53,200

610,204

Sears, Roebuck & Co.

1,900

80,389

Wal-Mart Stores, Inc.

33,100

1,615,280

4,502,784

Specialty Retail - 1.2%

AutoNation, Inc.

3,700

42,920

Gap, Inc.

25,900

751,100

Home Depot, Inc.

29,750

1,384,863

Lowe's Companies, Inc.

8,900

645,695

Mothers Work, Inc. (a)(k)

3

22

Staples, Inc. (a)

54,600

820,092

3,644,692

TOTAL CONSUMER DISCRETIONARY

21,669,962

CONSUMER STAPLES - 4.3%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

12,500

515,000

Shares

Value (Note 1)

PepsiCo, Inc.

19,000

$ 839,800

The Coca-Cola Co.

27,600

1,242,000

2,596,800

Food & Drug Retailing - 0.3%

Rite Aid Corp. (a)

75,800

682,200

Rite Aid Corp. (a)(k)

29,000

234,900

Rite Aid Corp. warrants 6/27/06 (a)(k)

4,243

21,215

938,315

Food Products - 0.1%

Quaker Oats Co.

3,700

337,625

Household Products - 0.9%

Colgate-Palmolive Co.

12,600

743,274

Kimberly-Clark Corp.

12,100

676,390

Procter & Gamble Co.

18,200

1,161,160

2,580,824

Personal Products - 0.6%

Gillette Co.

64,900

1,881,451

Tobacco - 1.5%

Philip Morris Companies, Inc.

84,500

4,288,375

TOTAL CONSUMER STAPLES

12,623,390

ENERGY - 3.1%

Energy Equipment & Services - 0.9%

Baker Hughes, Inc.

23,900

800,650

Diamond Offshore Drilling, Inc.

10,200

337,110

Halliburton Co.

15,200

541,120

Schlumberger Ltd. (NY Shares)

9,300

489,645

Transocean Sedco Forex, Inc.

10,400

429,000

2,597,525

Oil & Gas - 2.2%

Chevron Corp.

10,600

959,300

Conoco, Inc. Class B

32,300

933,470

Exxon Mobil Corp.

44,366

3,875,370

Royal Dutch Petroleum Co. (NY Shares)

16,200

943,974

6,712,114

TOTAL ENERGY

9,309,639

FINANCIALS - 9.6%

Banks - 2.0%

Bank of America Corp.

33,900

2,035,017

Bank of New York Co., Inc.

40,900

1,963,200

FleetBoston Financial Corp.

19,100

753,495

Pacific Century Financial Corp.

31,500

812,385

U.S. Bancorp

20,000

455,800

6,019,897

Diversified Financials - 5.6%

American Express Co.

30,500

1,183,400

Bear Stearns Companies, Inc.

7,700

454,069

Charles Schwab Corp.

79,250

1,212,525

Citigroup, Inc.

78,900

4,169,076

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Fannie Mae

22,600

$ 1,924,390

Freddie Mac

28,200

1,974,000

Household International, Inc.

9,100

606,970

J.P. Morgan Chase & Co.

44,300

1,975,780

Merrill Lynch & Co., Inc.

26,600

1,576,050

Morgan Stanley Dean Witter & Co.

23,700

1,522,251

16,598,511

Insurance - 2.0%

AFLAC, Inc.

19,300

607,757

Allstate Corp.

17,600

774,224

American International Group, Inc.

48,150

4,140,900

Conseco, Inc.

22,800

311,220

5,834,101

TOTAL FINANCIALS

28,452,509

HEALTH CARE - 7.1%

Biotechnology - 0.5%

Amgen, Inc. (a)

18,600

1,154,130

Immunex Corp. (a)

22,500

383,625

1,537,755

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc.

17,400

630,576

Becton, Dickinson & Co.

18,100

647,799

Guidant Corp. (a)

24,200

871,200

Medtronic, Inc.

20,200

929,402

St. Jude Medical, Inc. (a)

14,200

852,000

3,930,977

Health Care Providers & Services - 0.3%

Cardinal Health, Inc.

6,800

469,200

McKesson HBOC, Inc.

13,300

493,696

962,896

Pharmaceuticals - 4.9%

Allergan, Inc.

5,700

487,350

American Home Products Corp.

33,700

1,969,428

Bristol-Myers Squibb Co.

40,400

2,112,920

Eli Lilly & Co.

18,400

1,361,600

Johnson & Johnson

18,000

900,000

Merck & Co., Inc.

21,900

1,399,629

Pfizer, Inc.

105,300

4,217,265

Pharmacia Corp.

9,400

431,930

Schering-Plough Corp.

44,100

1,598,184

14,478,306

TOTAL HEALTH CARE

20,909,934

INDUSTRIALS - 6.3%

Aerospace & Defense - 0.5%

General Dynamics Corp.

17,300

1,346,113

Shares

Value (Note 1)

Building Products - 0.3%

Masco Corp.

32,200

$ 803,712

Commercial Services & Supplies - 0.2%

ANC Rental Corp. (a)

462

1,848

Ecolab, Inc.

14,800

606,356

608,204

Electrical Equipment - 0.1%

Molex, Inc. Class A (non-vtg.)

8,100

238,545

Industrial Conglomerates - 3.6%

General Electric Co.

159,400

7,770,750

Minnesota Mining & Manufacturing Co.

8,200

935,620

Tyco International Ltd.

38,570

2,102,065

10,808,435

Machinery - 1.2%

Albany International Corp. Class A (a)

20,700

391,230

Caterpillar, Inc.

16,100

805,805

Danaher Corp.

13,100

733,600

Eaton Corp.

10,000

701,000

Illinois Tool Works, Inc.

7,900

500,070

Ingersoll-Rand Co.

12,800

527,360

3,659,065

Road & Rail - 0.4%

Norfolk Southern Corp.

16,000

331,200

Union Pacific Corp.

16,200

889,542

1,220,742

TOTAL INDUSTRIALS

18,684,816

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 0.8%

CIENA Corp. (a)

5,300

201,771

Cisco Systems, Inc. (a)

50,600

980,122

Comverse Technology, Inc. (a)

7,500

432,075

Harris Corp.

8,500

231,285

Motorola, Inc.

34,300

568,008

2,413,261

Computers & Peripherals - 1.6%

Dell Computer Corp. (a)

38,000

1,029,800

EMC Corp. (a)

13,300

386,365

Hewlett-Packard Co.

8,600

245,960

International Business Machines Corp.

18,900

2,135,700

Sun Microsystems, Inc. (a)

51,000

826,200

4,624,025

Electronic Equipment & Instruments - 1.3%

Agilent Technologies, Inc. (a)

11,700

380,250

Amphenol Corp. Class A (a)

9,600

384,480

Arrow Electronics, Inc. (a)

11,200

272,048

Avnet, Inc.

25,882

580,274

AVX Corp.

18,200

382,200

Insilco Corp. warrants 8/15/07 (a)

60

0

KEMET Corp. (a)

18,500

366,485

Millipore Corp.

9,300

576,414

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

PerkinElmer, Inc.

11,200

$ 308,336

Tektronix, Inc. (a)

7,300

198,195

Thermo Electron Corp. (a)

15,000

330,300

3,778,982

Semiconductor Equipment & Products - 4.2%

Applied Materials, Inc. (a)

8,800

452,584

ASML Holding NV (NY Shares) (a)

15,000

338,250

Atmel Corp. (a)

24,200

313,390

Axcelis Technologies, Inc.

11,700

175,149

Cabot Microelectronics Corp. (a)

6,000

375,060

Cypress Semiconductor Corp. (a)

23,300

555,705

Fairchild Semiconductor International, Inc. Class A (a)

51,100

1,175,300

Helix Technology, Inc.

16,900

515,112

Hynix Semiconductor, Inc. (a)

79,300

170,429

Integrated Circuit Systems, Inc. (a)

28,900

551,990

Integrated Device Technology, Inc. (a)

15,100

454,208

Intel Corp.

40,000

1,219,600

Intersil Corp. Class A (a)

11,900

406,980

KLA-Tencor Corp. (a)

11,500

675,050

LAM Research Corp. (a)

23,700

712,185

LTX Corp. (a)

17,300

444,956

Mattson Technology, Inc. (a)

5,000

84,900

Micron Technology, Inc. (a)

37,200

1,528,920

National Semiconductor Corp. (a)

18,800

547,456

Teradyne, Inc. (a)

51,200

1,694,720

Varian Semiconductor Equipment Associates, Inc. (a)

5,400

219,240

12,611,184

Software - 2.8%

Computer Associates International, Inc.

21,500

774,000

Microsoft Corp. (a)

87,600

6,308,076

NVIDIA Corp. (a)

13,900

1,279,773

8,361,849

TOTAL INFORMATION TECHNOLOGY

31,789,301

MATERIALS - 2.3%

Chemicals - 1.0%

Dow Chemical Co.

27,900

927,675

E.I. du Pont de Nemours and Co.

15,104

728,617

Praxair, Inc.

28,200

1,325,400

2,981,692

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

5,600

277,144

Shares

Value (Note 1)

Metals & Mining - 0.9%

Alcan, Inc.

17,800

$ 750,092

Alcoa, Inc.

44,700

1,761,180

2,511,272

Paper & Forest Products - 0.3%

Georgia-Pacific Group

8,300

280,955

International Paper Co.

19,400

692,580

973,535

TOTAL MATERIALS

6,743,643

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 2.0%

AT&T Corp.

37,504

825,088

BellSouth Corp.

31,900

1,284,613

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

70

1

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

145

warrants 1/15/07 (CV ratio .6) (a)

50

25

McCaw International Ltd. warrants 4/16/07 (a)(f)

290

290

Ono Finance PLC rights 5/31/09 (a)(f)

210

630

Qwest Communications International, Inc.

14,200

452,554

SBC Communications, Inc.

35,070

1,404,904

Verizon Communications

34,200

1,829,700

5,797,950

UTILITIES - 0.5%

Electric Utilities - 0.3%

AES Corp. (a)

22,600

972,930

Multi-Utilities - 0.2%

Enron Corp.

10,400

509,600

TOTAL UTILITIES

1,482,530

TOTAL COMMON STOCKS

(Cost $133,018,661)

157,463,674

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

6,717

134

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

6,466

$ 688,629

PRIMEDIA, Inc. Series F, $9.20

4,135

314,260

1,002,889

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,736

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

253,191

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,305,816

TOTAL PREFERRED STOCKS

(Cost $1,284,665)

1,305,950

Corporate Bonds - 13.2%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (f)

-

$ 50,000

56,750

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

B1

200,000

122,000

TOTAL CONVERTIBLE BONDS

178,750

Nonconvertible Bonds - 13.1%

CONSUMER DISCRETIONARY - 2.5%

Auto Components - 0.0%

Accuride Corp. 9.25% 2/1/08

B2

100,000

65,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

125,000

76,250

141,250

Hotels Restaurants & Leisure - 0.5%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

170,000

176,800

Extended Stay America, Inc. 9.875% 6/15/11 (f)

B2

120,000

119,100

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

$ 90,000

$ 90,900

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

300,000

303,000

Park Place Entertainment Corp. 8.125% 5/15/11 (f)

Ba2

160,000

158,800

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

200,000

190,692

Six Flags, Inc. 9.5% 2/1/09 (f)

B3

200,000

199,500

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

150,000

153,000

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

190,000

203,300

1,595,092

Household Durables - 0.1%

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

20,000

19,350

Ryland Group, Inc. 9.125% 6/15/11

B1

160,000

158,400

177,750

Media - 1.8%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

270,000

251,100

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

151,500

British Sky Broadcasting Group PLC yankee 8.2% 7/15/09

Ba1

650,000

642,694

Cable Satisfaction International, Inc. yankee 12.75% 3/1/10

Caa2

200,000

100,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (d)

B2

385,000

257,950

8.25% 4/1/07

B2

180,000

169,200

10.75% 10/1/09

B2

70,000

72,100

Continental Cablevision, Inc. 8.3% 5/15/06

A3

115,000

123,819

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

710,000

397,600

Granite Broadcasting Corp. 10.375% 5/15/05

Caa1

91,000

60,060

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

507,690

News America, Inc. 7.28% 6/30/28

Baa3

200,000

178,800

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

40,000

40,000

NTL, Inc. 0% 4/1/08 (d)

B3

260,000

119,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

$ 170,000

$ 171,700

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

120,000

119,700

Radio One, Inc. 8.875% 7/1/11 (f)

B3

220,000

220,000

Telemundo Holdings, Inc. 0% 8/15/08 (d)

B3

10,000

7,700

Telewest PLC yankee 11% 10/1/07

B2

555,000

460,650

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

150,000

161,634

Time Warner, Inc. 8.18% 8/15/07

Baa1

910,000

985,412

UIH Australia/Pacific, Inc.

14% 5/15/06

Caa2

410,000

123,000

5,321,909

Multiline Retail - 0.1%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

20,000

16,600

6.5% 6/15/02

Baa3

100,000

98,500

6.9% 8/15/26

Ba2

50,000

48,000

7.375% 6/15/04

Ba2

20,000

19,100

7.375% 8/15/08

Ba2

35,000

31,150

7.4% 4/1/37

Ba2

20,000

18,400

7.6% 4/1/07

Ba2

10,000

9,250

7.95% 4/1/17

Ba2

15,000

12,150

253,150

TOTAL CONSUMER DISCRETIONARY

7,489,151

CONSUMER STAPLES - 0.3%

Food & Drug Retailing - 0.1%

Rite Aid Corp.:

11.25% 7/1/08 (f)

Caa2

40,000

40,300

12.5% 9/15/06 (f)

-

215,000

232,200

272,500

Household Products - 0.0%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

44,211

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Tobacco - 0.2%

Philip Morris Companies, Inc. 6.95% 6/1/06

A2

$ 500,000

$ 510,925

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

200,000

202,892

713,817

TOTAL CONSUMER STAPLES

1,030,528

ENERGY - 0.2%

Oil & Gas - 0.2%

Chesapeake Energy Corp. 8.125% 4/1/11 (f)

B2

360,000

336,600

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

185,000

192,339

528,939

FINANCIALS - 4.6%

Banks - 1.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

503,670

Bank One Corp. 7.875% 8/1/10

A1

400,000

428,756

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

475,990

BankBoston Corp. 6.625% 2/1/04

A3

200,000

204,286

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

350,165

8.55% 9/29/49 (e)(f)

Aa2

145,000

155,898

Capital One Bank 6.375% 2/15/03

Baa2

250,000

250,520

First Union Corp. 7.55% 8/18/05

A1

715,000

756,606

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

288,013

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

172,883

7.125% 4/22/04

Baa2

80,000

82,317

7.375% 9/17/04

Baa2

160,000

166,210

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

100,947

6.875% 11/15/02

Baa2

300,000

306,564

4,242,825

Diversified Financials - 2.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

250,000

253,818

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

252,415

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

205,000

209,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

$ 225,000

$ 227,813

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

189,050

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

415,220

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

200,000

199,758

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

100,000

101,485

Ford Motor Credit Co.:

6.875% 2/1/06

A2

150,000

152,907

7.375% 2/1/11

A2

100,000

101,463

7.875% 6/15/10

A2

550,000

576,763

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

300,000

308,478

7.5% 7/15/05

A2

500,000

522,840

7.75% 1/19/10

A2

200,000

210,372

Household Finance Corp. 6.5% 1/24/06

A2

150,000

152,495

HSBC Capital Funding LP 9.547% 12/31/49 (e)(f)

A1

200,000

225,256

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

350,000

371,000

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

300,000

302,199

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

140,000

143,028

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

200,000

208,440

7.875% 11/15/10

Baa2

315,000

331,566

PTC International Finance BV yankee 0% 7/1/07 (d)

B2

190,000

161,500

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

250,000

262,330

SESI LLC 8.875% 5/15/11 (f)

B1

115,000

113,850

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

366,701

6.875% 11/15/28

Baa1

390,000

327,748

TCI Communications
Financing III 9.65% 3/31/27

A3

180,000

196,429

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

104,000

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

160,000

151,598

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

300,000

324,624

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

208,000

7,672,246

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Real Estate - 0.5%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 99,161

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

513,075

EOP Operating LP:

6.625% 2/15/05

Baa1

200,000

203,326

6.75% 2/15/08

Baa1

100,000

98,431

ERP Operating LP 7.1% 6/23/04

A3

200,000

206,428

Meditrust Corp. 7.82% 9/10/26

Ba3

155,000

148,800

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,983

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

200,000

208,500

1,547,704

TOTAL FINANCIALS

13,462,775

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

155,000

158,875

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

130,000

133,900

Unilab Corp. 12.75% 10/1/09

B3

70,000

81,200

373,975

INDUSTRIALS - 0.9%

Aerospace & Defense - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa3

435,000

447,232

Airlines - 0.1%

Air Canada 10.25% 3/15/11

B1

75,000

69,000

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

70,000

70,947

7.73% 9/15/12

Baa1

24,288

24,149

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

Aa2

70,000

73,634

7.92% 11/18/10

Aa3

50,000

52,383

290,113

Building Products - 0.1%

American Standard, Inc. 7.375% 2/1/08

Ba2

310,000

306,900

Commercial Services & Supplies - 0.1%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

39,200

Iron Mountain, Inc. 10.125% 10/1/06

B2

160,000

168,800

208,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - 0.2%

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

$ 500,000

$ 495,820

Marine - 0.0%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

50,000

50,750

Road & Rail - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

484,140

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

347,759

831,899

TOTAL INDUSTRIALS

2,630,714

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Crown Castle International Corp. 10.75% 8/1/11

B3

265,000

257,050

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

280,000

266,000

523,050

Internet Software & Services - 0.0%

Concentric Network Corp. 12.75% 12/15/07

B

160,000

51,200

IT Consulting & Services - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

300,000

228,000

7.25% 9/1/02

Caa1

250,000

190,000

418,000

TOTAL INFORMATION TECHNOLOGY

992,250

MATERIALS - 0.4%

Chemicals - 0.2%

Huntsman Corp. 9.5% 7/1/07 (f)

Caa1

210,000

130,200

IMC Global, Inc. 10.875% 6/1/08 (f)

Ba1

110,000

108,900

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

158,000

Methanex Corp. yankee 7.4% 8/15/02

Ba1

325,000

323,375

720,475

Containers & Packaging - 0.1%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11 (f)

B2

170,000

170,850

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Metals & Mining - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

$ 109,000

$ 114,450

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

185,000

182,503

296,953

TOTAL MATERIALS

1,188,278

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.9%

AT&T Corp. 6.5% 3/15/29

A2

430,000

366,111

British Telecommunications PLC 7.875% 12/15/05

Baa1

400,000

421,253

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

700,000

750,974

Citizens Communications Co.:

8.5% 5/15/06

Baa2

165,000

168,284

9.25% 5/15/11

Baa2

275,000

284,859

France Telecom SA 7.2% 3/1/06 (f)

A3

500,000

515,005

Hyperion Telecommunications, Inc. 12% 11/1/07

Caa1

190,000

77,900

Intermedia Communications, Inc. 0% 3/1/09 (d)

B3

240,000

175,200

Jazztel PLC yankee 14% 4/1/09

Caa1

180,000

68,400

Koninklijke KPN NV 8% 10/1/10

Baa2

457,000

435,516

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

420,000

117,600

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

SBC Communications, Inc. 5.75% 5/2/06

Aa3

510,000

502,687

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

220,000

216,449

Telefonica Europe BV 8.25% 9/15/30

A2

65,000

68,197

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

350,000

360,500

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

136,000

132,765

TELUS Corp. yankee 7.5% 6/1/07

Baa2

500,000

507,500

Triton PCS, Inc. 9.375% 2/1/11

B3

260,000

249,600

5,614,900

Wireless Telecommunication Services - 0.5%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (f)

Baa2

200,000

207,808

Echostar Broadband Corp. 10.375% 10/1/07

B1

380,000

378,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Millicom International Cellular SA yankee 13.5% 6/1/06

Caa1

$ 211,000

$ 183,570

Nextel Communications, Inc. 0% 10/31/07 (d)

B1

600,000

396,000

Powertel, Inc. 11.125% 6/1/07

Baa1

160,000

173,600

1,339,078

TOTAL TELECOMMUNICATION SERVICES

6,953,978

UTILITIES - 1.4%

Electric Utilities - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

235,000

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

300,000

274,791

CMS Energy Corp. 8.375% 7/1/03

Ba3

220,000

217,800

Hydro-Quebec 6.3% 5/11/11

A2

700,000

688,709

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

152,234

Israel Electric Corp. Ltd. 7.75% 12/15/27 (f)

A3

545,000

486,069

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

75,000

82,226

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

160,000

144,000

6.25% 3/1/04

B3

60,000

52,200

6.75% 10/1/23

B3

170,000

134,300

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

38,580

2,888,634

Gas Utilities - 0.3%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

70,000

69,104

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

193,806

7.625% 11/15/10

A3

135,000

141,453

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

500,000

522,185

Sempra Energy 7.95% 3/1/10

A2

95,000

94,116

1,020,664

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Multi-Utilities - 0.1%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (f)

Baa2

$ 240,000

$ 240,000

TOTAL UTILITIES

4,149,298

TOTAL NONCONVERTIBLE BONDS

38,799,886

TOTAL CORPORATE BONDS

(Cost $39,836,220)

38,978,636

U.S. Government and
Government Agency Obligations - 9.1%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

5.25% 6/15/06

Aaa

530,000

522,379

5.5% 5/2/06

AA-

350,000

346,500

6.25% 2/1/11

Aa2

165,000

162,911

7.125% 6/15/10

Aaa

320,000

341,549

7.25% 1/15/10

Aaa

310,000

333,104

7.25% 5/15/30

Aaa

1,045,000

1,132,008

Freddie Mac:

5.75% 3/15/09

Aaa

700,000

688,513

5.875% 3/21/11

Aa2

1,230,000

1,180,222

6% 6/15/11

Aaa

350,000

344,960

6.75% 3/15/31

Aaa

755,000

769,745

6.875% 1/15/05

Aaa

1,650,000

1,734,563

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

7,729

7,927

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,564,381

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bills, yield at date of purchase 3.92%
to 4% 7/5/01 to 7/12/01 (h)

-

1,000,000

999,419

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

2,655,000

2,749,996

11.25% 2/15/15

Aaa

1,345,000

2,035,146

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

3,040,000

3,039,058

4.75% 11/15/08

Aaa

80,000

77,225

5% 2/15/11

Aaa

200,000

194,030

5.5% 5/31/03

Aaa

5,600,000

5,723,760

U.S. Government and
Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

6.5% 2/15/10

Aaa

$ 900,000

$ 966,654

7% 7/15/06

Aaa

3,425,000

3,715,063

TOTAL U.S. TREASURY OBLIGATIONS

19,500,351

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $26,925,680)

27,064,732

U.S. Government Agency -
Mortgage Securities - 13.8%

Fannie Mae - 9.8%

5.5% 2/1/11

Aaa

118,571

115,014

6% 4/1/09 to 1/1/29

Aaa

1,623,647

1,579,594

6% 7/1/31 (g)

Aaa

5,000,000

4,796,875

6.5% 11/1/25 to 6/1/31

Aaa

10,730,814

10,577,010

6.5% 6/1/31 (g)

Aaa

3,000,000

2,951,250

7% 12/1/24 to 1/1/31

Aaa

3,758,055

3,779,871

7.5% 5/1/15 to 2/1/31

Aaa

4,385,459

4,479,775

8% 1/1/26

Aaa

711,140

738,028

TOTAL FANNIE MAE

29,017,417

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

300,491

307,532

Government National Mortgage Association - 3.9%

6.5% 10/15/27 to 7/15/29 (l)

Aaa

10,011,760

9,909,689

7% 1/15/28 to 12/15/28

Aaa

559,522

564,592

7.5% 6/15/27 to 3/15/28

Aaa

921,971

946,336

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,420,617

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $40,849,587)

40,745,566

Asset-Backed Securities - 0.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

200,000

202,812

Capital One Master Trust 5.45% 3/16/09

Aaa

400,000

394,313

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ford Credit Auto
Owner Trust:

5.54% 12/15/05

A1

$ 100,000

$ 99,637

5.71% 9/15/05

A2

90,000

89,944

6.4% 12/15/02

Aaa

80,000

81,213

7.03% 11/15/03

Aaa

145,000

148,263

Key Auto Finance Trust:

6.3% 10/15/03

A2

60,922

61,036

6.65% 10/15/03

Baa3

18,197

18,229

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

200,000

199,359

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

378,117

7.5% 11/15/07

A2

200,000

209,008

TOTAL ASSET-BACKED SECURITIES

(Cost $1,855,091)

1,881,931

Commercial Mortgage Securities - 1.1%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (f)(i)

Aa1

90,554

90,612

Class E, 5.2838% 1/10/13 (f)(i)

Baa1

420,000

420,523

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

500,000

530,015

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

219,689

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

500,000

531,835

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

500,000

505,625

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(i)

Baa3

500,000

469,063

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (f)

Aaa

500,000

500,938

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,224,142)

3,268,300

Foreign Government and Government Agency Obligations (j) - 0.2%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ontario Province 6% 2/21/06

Aa3

$ 200,000

$ 202,644

Quebec Province yankee:

7.125% 2/9/24

A2

30,000

30,629

7.5% 7/15/23

A2

30,000

31,933

United Mexican States:

8.5% 2/1/06

Baa3

175,000

183,313

9.875% 2/1/10

Baa3

200,000

218,800

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $655,676)

667,319

Supranational Obligations - 0.2%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

500,000

513,165

Floating Rate Loans - 0.2%

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

196,995

195,518

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

236,394

234,621

TOTAL FLOATING RATE LOANS

(Cost $412,260)

430,139

Cash Equivalents - 9.9%

Shares

Fidelity Cash Central Fund, 4.09% (c)

29,215,788

29,215,788

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

109,863

109,863

TOTAL CASH EQUIVALENTS

(Cost $29,325,651)

29,325,651

TOTAL INVESTMENT
PORTFOLIO - 101.9%

(Cost $277,884,488)

301,645,063

NET OTHER ASSETS - (1.9)%

(5,594,107)

NET ASSETS - 100%

$ 296,050,956

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

51 S&P 500 Stock Index Contracts

Sept. 2001

$ 15,704,175

$ (632,951)

The face value of futures purchased as a percentage of net assets - 5.3%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(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 $7,624,348 or 2.6% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $999,419.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Rite Aid Corp.

6/27/01

$ 217,500

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 21,215

(l) A portion of the security is subject to a forward commitment to sell.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.6%

AAA, AA, A

26.0%

Baa

4.9%

BBB

4.0%

Ba

1.3%

BB

1.6%

B

2.5%

B

2.4%

Caa

0.6%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.1%. FMR has determined that unrated debt securities that are lower quality account for 0.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $173,230,449 and $171,675,080, respectively, of which long-term U.S. government and government agency obligations aggregated $74,772,108 and $73,760,872, respectively.

The market value of futures contracts opened and closed during the period amounted to $36,822,527 and $20,774,645, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,002 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $256,137 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $430,139 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $279,298,333. Net unrealized appreciation aggregated $22,346,730, of which $33,361,212 related to appreciated investment securities and $11,014,482 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,350,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $109,863) (cost $277,884,488) - See accompanying schedule

$ 301,645,063

Commitment to sell securities on a delayed delivery basis

$ (4,943,750)

Receivable for securities sold on a delayed delivery basis

4,970,313

26,563

Receivable for investments sold,
regular delivery

926,742

Receivable for fund shares sold

371,386

Dividends receivable

145,789

Interest receivable

1,506,853

Receivable for daily variation on
futures contracts

59,925

Total assets

304,682,321

Liabilities

Payable for investments purchased
Regular delivery

510,013

Delayed delivery

7,830,781

Payable for fund shares redeemed

20,894

Accrued management fee

105,845

Distribution fees payable

4,429

Other payables and accrued expenses

49,540

Collateral on securities loaned, at value

109,863

Total liabilities

8,631,365

Net Assets

$ 296,050,956

Net Assets consist of:

Paid in capital

$ 276,032,748

Undistributed net investment income

4,610,096

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(7,745,231)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

23,153,343

Net Assets

$ 296,050,956

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($258,285,576 ÷ 18,741,520 shares)

$13.78

Service Class:
Net Asset Value, offering price
and redemption price per
share ($26,558,789 ÷
1,933,567 shares)

$13.74

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,206,591 ÷ 818,415 shares)

$13.69

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 955,474

Interest

4,454,140

Security lending

644

Total income

5,410,258

Expenses

Management fee

$ 612,542

Transfer agent fees

95,806

Distribution fees

22,928

Accounting and security lending fees

55,976

Non-interested trustees' compensation

494

Custodian fees and expenses

14,216

Audit

13,074

Legal

1,164

Miscellaneous

7,662

Total expenses before reductions

823,862

Expense reductions

(23,334)

800,528

Net investment income

4,609,730

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,572,928)

Foreign currency transactions

612

Futures contracts

289,244

(4,283,072)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,776,580)

Assets and liabilities in foreign currencies

(454)

Futures contracts

(632,951)

Delayed delivery commitments

26,563

(3,383,422)

Net gain (loss)

(7,666,494)

Net increase (decrease) in net assets resulting from operations

$ (3,056,764)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,609,730

$ 9,644,723

Net realized gain (loss)

(4,283,072)

(1,922,754)

Change in net unrealized appreciation (depreciation)

(3,383,422)

(21,477,945)

Net increase (decrease) in net assets resulting from operations

(3,056,764)

(13,755,976)

Distributions to shareholders
From net investment income

(10,202,857)

(10,025,969)

From net realized gain

-

(7,315,617)

In excess of net realized gain

-

(1,053,621)

Total distributions

(10,202,857)

(18,395,207)

Share transactions - net increase (decrease)

26,148,885

(37,111,951)

Total increase (decrease) in net assets

12,889,264

(69,263,134)

Net Assets

Beginning of period

283,161,692

352,424,826

End of period (including undistributed net investment income of $4,610,096 and $9,715,285, respectively)

$ 296,050,956

$ 283,161,692

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

2,284,904

$ 31,461,992

1,794,450

$ 26,671,199

Reinvested

636,973

9,051,388

1,146,173

16,906,054

Redeemed

(1,537,801)

(21,325,291)

(5,917,870)

(88,897,596)

Net increase (decrease)

1,384,076

$ 19,188,089

(2,977,247)

$ (45,320,343)

Service Class
Sold

134,867

$ 1,853,099

354,608

$ 5,304,117

Reinvested

66,778

946,241

100,855

1,483,572

Redeemed

(183,475)

(2,517,541)

(236,923)

(3,533,009)

Net increase (decrease)

18,170

$ 281,799

218,540

$ 3,254,680

Service Class 2 A
Sold

504,601

$ 6,938,211

335,010

$ 4,970,459

Reinvested

14,524

205,228

380

5,581

Redeemed

(34,610)

(464,442)

(1,490)

(22,328)

Net increase (decrease)

484,515

$ 6,678,997

333,900

$ 4,953,712

Distributions
From net investment income
Initial Class

$ 9,051,388

$ 9,221,484

Service Class

946,241

801,470

Service Class 2 A

205,228

3,015

Total

$ 10,202,857

$ 10,025,969

From net realized gain
Initial Class

$ -

$ 6,717,143

Service Class

-

596,231

Service Class 2 A

-

2,243

Total

$ -

$ 7,315,617

In excess of net realized gain
Initial Class

$ -

$ 967,427

Service Class

-

85,871

Service Class 2 A

-

323

Total

$ -

$ 1,053,621

$ 10,202,857

$ 18,395,207

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.22 D

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(.37)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.15)

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.52)

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

-

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

-

(.05)

-

-

-

-

Total distributions

(.52)

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 13.78

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(1.15)%

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 258,286

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.56% A

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after all
expense reductions

.55% A, F

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.26% A

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

129% A

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.22

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(.37)

(1.14)

.24

1.98

.35

Total from investment operations

(.15)

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.50)

(.47)

(.37)

(.36)

-

From net realized gain

-

(.35)

(.43)

(.55)

-

In excess of net realized gain

-

(.05)

-

-

-

Total distributions

(.50)

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 13.74

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(1.15)%

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 26,559

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.66% A

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after all expense reductions

.65% A, F

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.16% A

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

129% A

126%

108%

94%

98%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.37

$ 15.59

Income from Investment Operations

Net investment income D

.20

.40

Net realized and unrealized gain (loss)

(.37)

(.75)

Total from investment operations

(.17)

(.35)

Less Distributions

From net investment income

(.51)

(.47)

From net realized gain

-

(.35)

In excess of net realized gain

-

(.05)

Total distributions

(.51)

(.87)

Net asset value, end of period

$ 13.69

$ 14.37

Total Return B, C

(1.29)%

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,207

$ 4,797

Ratio of expenses to average net assets

.82% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.83% A, F

Ratio of net investment income to average net assets

3.00% A

2.91% A

Portfolio turnover rate

129% A

126%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class

-14.89%

13.49%

17.48%

S&P 500

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a *

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $28,461 - a 184.61% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

2.8

Fannie Mae

2.2

Pfizer, Inc.

2.1

Minnesota Mining & Manufacturing Co.

1.9

Colgate-Palmolive Co.

1.9

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Energy

13.0

Industrials

13.0

Consumer Discretionary

11.3

Health Care

11.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

89.6%

Bonds

1.4%

Short-Term Investments and Net Other Assets

9.0%



* Foreign investments 16.8%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the six months that ended June 30, 2001, the fund trailed the Standard & Poor's 500 Index - which returned -6.70% - but topped the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund lagged the S&P 500 ® return of -14.83% and beat the Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. I anticipated a continued economic slowdown as we entered 2001, and had built positions in defensive areas such as insurance, consumer staples and energy stocks. Historically, these groups have produced steady earnings growth despite the economic climate. Then, in early January the Federal Reserve Board lowered interest rates and changed the complexion of the market. Immediately - and, I feel, prematurely - investors anticipated a rebound and interest-rate sensitive groups such as autos and housing emerged as market leaders. This change of events hurt the fund relative to the index, as we had little exposure here. As for the fund's peers, my underweighting in technology may have given the fund a slight edge.

Q. You lowered the fund's technology exposure from around 13% to 4% during the period. Did this de-emphasis help?

A. It did, as the technology sector declined nearly 20% during the period. As I've mentioned before, the tech stock bubble peaked in the spring of 2000, and the sector generally has declined ever since. Profit expectations fell by 70% during this time, making the valuations of large-cap tech stocks expensive despite the NASDAQ's 60% decline from its peak last year. Also, my experience suggested that earnings growth after the bubble bursts is never as good as expectations were during the bubble. In hindsight, I wish I had owned more Microsoft during the period, as the stock rose significantly on the heels of a strong new product cycle. Brocade Communications - which the fund no longer owned at the end of the period - and Cisco Systems were two of our tech holdings that performed poorly and hurt the fund's performance.

Q. Finance stocks accounted for about 21% of the fund's investments at the end of the period. Why did you like this group?

A. The sector is huge and growing, and it's still quite fragmented. For example, more than 6,000 banks operate in the U.S., versus only eight in Canada. The fund held large positions in regional banks that were generating good returns, including Fifth Third and M&T Bank. The fund's best individual performer during the period was Household International, which benefited from lower interest rates, disciplined expense management and solid earnings growth.

Q. Considering the fund's defensive flavor during the period, why didn't you add more health care stocks?

A. Drug stocks - which make up a good portion of the health care universe - endured a challenging period. Valuations were very high entering the period, and many drug companies released disappointing clinical results for their new drug prospects. Also, many suffered from fears of intensified generic competition as patent expirations approached. Schering-Plough, one of the fund's largest health care positions at the beginning of the period, struggled for these reasons, as well as unanticipated manufacturing problems. I retained a large stake in Pfizer, which, despite dropping in value during the period, was one of the few drug companies that met its earnings targets. The fund did benefit from owning hospital companies such as HCA and Tenet Healthcare. Increased demand, good cost controls and strong free cash flows helped hospital stocks.

Q. What's your outlook, Will?

A. The technology sector may continue to trail the broader market throughout 2001, as valuations remain high and a profit recovery could be muted by significant excess industry capacity. High valuations also could mute the recovery of many of the market's largest companies, which are still trading at price-to-earnings ratios twice their earnings growth rates. With the Federal Reserve lowering interest rates, economic activity should improve. Inflation remains subdued, so the broader market may perform well. At the end of the period, I was finding good ideas in the finance, health care and consumer cyclical sectors, all of which tend to benefit from falling interest rates and had steady growth and reasonable valuations.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of June 30, 2001, more than $8.7 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.3%

Auto Components - 0.3%

Exide Corp.

100

$ 1,150

Goodyear Tire & Rubber Co.

441,400

12,359,200

Michelin SA (Compagnie Generale des Etablissements) Series B

352,200

11,182,192

Midas, Inc.

179,200

2,257,920

Snap-On, Inc.

79,500

1,920,720

27,721,182

Automobiles - 1.2%

Harley-Davidson, Inc.

16,000

753,280

Honda Motor Co. Ltd.

639,000

28,112,804

Nissan Motor Co. Ltd.

4,053,000

27,979,738

Toyota Motor Corp.

1,463,500

51,551,786

108,397,608

Hotels, Restaurants & Leisure - 1.9%

AFC Enterprises, Inc.

119,800

2,294,170

Brinker International, Inc. (a)

59,900

1,548,415

California Pizza Kitchen, Inc.

30,200

702,150

CBRL Group, Inc.

75,000

1,329,000

Darden Restaurants, Inc.

11,900

332,010

Harrah's Entertainment, Inc. (a)

79,600

2,809,880

International Game Technology (a)

105,000

6,588,750

Krispy Kreme Doughnuts, Inc. (a)

20,100

804,000

Marriott International, Inc. Class A

202,500

9,586,350

McDonald's Corp.

3,229,800

87,398,388

Outback Steakhouse, Inc. (a)

148,780

4,284,864

P.F. Chang's China Bistro, Inc. (a)

259,750

9,844,525

Park Place Entertainment Corp. (a)

130,900

1,583,890

PJ America, Inc. (a)(c)

581,700

4,921,182

Ryan's Family Steak Houses, Inc. (a)

188,500

2,433,535

Starwood Hotels & Resorts Worldwide, Inc. unit

497,200

18,535,616

Wendy's International, Inc.

266,400

6,803,856

161,800,581

Household Durables - 1.4%

Beazer Homes USA, Inc. (a)

25,000

1,587,250

Blyth, Inc.

69,000

1,773,990

Centex Corp.

329,600

13,431,200

Clayton Homes, Inc.

252,300

3,966,156

D.R. Horton, Inc.

126,600

2,873,820

Ethan Allen Interiors, Inc.

132,700

4,312,750

Harman International Industries, Inc.

658,100

25,067,029

Lennar Corp.

483,000

20,141,100

Mohawk Industries, Inc. (a)

355,620

12,517,824

Nintendo Co. Ltd.

100,600

18,309,974

Pulte Homes, Inc.

170,200

7,255,626

Shares

Value (Note 1)

Whirlpool Corp.

102,100

$ 6,381,250

Yankee Candle Co., Inc. (a)

76,700

1,456,533

119,074,502

Internet & Catalog Retail - 0.2%

eBay, Inc. (a)

268,900

18,204,530

Leisure Equipment & Products - 0.2%

Mattel, Inc.

1,002,000

18,957,840

Media - 2.4%

AOL Time Warner, Inc. (a)

441,100

23,378,300

AT&T Corp. - Liberty Media Group
Class A (a)

1,247,000

21,810,030

Charter Communications, Inc. Class A (a)

1,390,400

32,465,840

Comcast Corp. Class A (special) (a)

694,600

30,180,370

Cox Communications, Inc. Class A (a)

113,700

5,036,910

E.W. Scripps Co. Class A

176,800

12,199,200

Insight Communications, Inc. (a)

97,300

2,531,746

McGraw-Hill Companies, Inc.

78,500

5,192,775

Mediacom Communications Corp.
Class A (a)

503,900

8,969,420

Omnicom Group, Inc.

163,100

14,026,600

Viacom, Inc. Class B (non-vtg.) (a)

1,117,536

57,832,488

213,623,679

Multiline Retail - 0.7%

Costco Wholesale Corp. (a)

40,300

1,689,779

JCPenney Co., Inc.

976,800

25,748,448

Kmart Corp. (a)

403,200

4,624,704

Sears, Roebuck & Co.

235,000

9,942,850

Stein Mart, Inc. (a)

616,800

6,309,864

Target Corp.

370,400

12,815,840

61,131,485

Specialty Retail - 2.5%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

284,530

3,300,548

AutoZone, Inc. (a)

108,300

4,061,250

Bed Bath & Beyond, Inc. (a)

1,404,200

42,715,764

Best Buy Co., Inc. (a)

93,100

5,913,712

Charming Shoppes, Inc. (a)

1,799,300

10,993,723

Copart, Inc. (a)

30,200

893,014

Footstar, Inc. (a)

396,300

13,632,720

Galyan's Trading Co., Inc. (a)

7,500

153,375

Gap, Inc.

758,700

22,002,300

Gymboree Corp. (a)

492,300

4,036,860

Home Depot, Inc.

468,840

21,824,502

Lowe's Companies, Inc.

129,200

9,373,460

Payless ShoeSource, Inc. (a)

66,900

4,328,430

Talbots, Inc.

322,400

14,105,000

The Bombay Company, Inc. (a)

505,500

1,364,850

TJX Companies, Inc.

1,224,200

39,015,254

Toys 'R' Us, Inc. (a)

746,900

18,485,775

218,879,437

Textiles & Apparel - 0.5%

Coach, Inc.

518,931

19,745,325

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

Delta Apparel, Inc.

8,870

$ 152,121

Delta Woodside Industries, Inc.

88,700

70,960

Duck Head Apparel Co., Inc. (a)

8,870

40,447

Jones Apparel Group, Inc. (a)

168,200

7,266,240

Liz Claiborne, Inc.

287,600

14,509,420

Vans, Inc. (a)

50,500

1,191,800

42,976,313

TOTAL CONSUMER DISCRETIONARY

990,767,157

CONSUMER STAPLES - 11.0%

Beverages - 2.5%

Anheuser-Busch Companies, Inc.

1,094,800

45,105,760

Diageo PLC

3,145,623

34,726,829

Molson, Inc. Class A

517,700

16,413,210

Pepsi Bottling Group, Inc.

738,600

29,617,860

PepsiCo, Inc.

2,124,500

93,902,900

The Coca-Cola Co.

64,610

2,907,450

222,674,009

Food & Drug Retailing - 2.8%

Albertson's, Inc.

503,700

15,105,963

CVS Corp.

1,916,902

73,992,417

Fleming Companies, Inc.

638,143

22,781,705

George Weston Ltd.

373,300

21,702,686

Koninklijke Ahold NV

666,602

20,954,767

Loblaw Companies Ltd.

130,940

4,358,036

Rite Aid Corp. (a)

750,550

6,754,950

Rite Aid Corp. (a)(d)

849,000

6,876,900

Safeway PLC

1,723,214

9,822,875

Sysco Corp.

832,000

22,588,800

Tesco PLC

4,435,900

16,103,970

Walgreen Co.

687,700

23,484,955

244,528,024

Food Products - 1.9%

Cadbury Schweppes PLC

2,588,100

17,564,408

Dreyer's Grand Ice Cream, Inc.

33,600

945,840

Earthgrains Co.

447,700

11,640,200

Hershey Foods Corp.

12,800

789,888

Kraft Foods, Inc. Class A

832,800

25,816,800

Nestle SA (Reg.)

153,710

32,738,902

Quaker Oats Co.

637,500

58,171,875

Wm. Wrigley Jr. Co.

433,900

20,328,215

167,996,128

Household Products - 1.9%

Colgate-Palmolive Co.

2,821,800

166,457,982

Personal Products - 1.9%

Avon Products, Inc.

2,543,850

117,729,378

Shares

Value (Note 1)

Estee Lauder Companies, Inc. Class A

149,900

$ 6,460,690

Gillette Co.

1,425,400

41,322,346

165,512,414

TOTAL CONSUMER STAPLES

967,168,557

ENERGY - 13.0%

Energy Equipment & Services - 1.0%

Carbo Ceramics, Inc.

22,900

848,445

Cooper Cameron Corp. (a)

201,200

11,226,960

Diamond Offshore Drilling, Inc.

156,200

5,162,410

ENSCO International, Inc.

361,700

8,463,780

Global Marine, Inc. (a)

212,100

3,951,423

Hanover Compressor Co. (a)

678,700

22,458,183

Schlumberger Ltd. (NY Shares)

194,900

10,261,485

Smith International, Inc. (a)

37,700

2,258,230

Transocean Sedco Forex, Inc.

144,400

5,956,500

Weatherford International, Inc. (a)

298,300

14,318,400

84,905,816

Oil & Gas - 12.0%

Alberta Energy Co. Ltd.

2,683,590

110,782,282

Amerada Hess Corp.

443,300

35,818,640

Anadarko Petroleum Corp.

132,400

7,153,572

Apache Corp.

135,600

6,881,700

BP PLC sponsored ADR

2,701,132

134,651,430

Burlington Resources, Inc.

1,160,990

46,381,551

Canadian Natural Resources Ltd.

895,270

26,521,043

Chevron Corp.

481,300

43,557,650

Conoco, Inc. Class B

1,318,100

38,093,090

EOG Resources, Inc.

116,140

4,128,777

Equitable Resources, Inc.

289,500

9,643,245

Exxon Mobil Corp.

2,794,971

244,140,717

Kerr-McGee Corp.

241,300

15,990,951

Murphy Oil Corp.

102,900

7,573,440

Nexen, Inc.

553,620

13,931,917

Noble Affiliates, Inc.

713,300

25,215,155

Nuevo Energy Co. (a)

3,800

61,940

Occidental Petroleum Corp.

200,000

5,318,000

Phillips Petroleum Co.

826,500

47,110,500

Rio Alto Exploration Ltd. (a)

50,800

880,779

Royal Dutch Petroleum Co. (NY Shares)

430,800

25,102,716

Suncor Energy, Inc.

1,575,240

40,161,337

Talisman Energy, Inc.

410,070

15,641,706

Texaco, Inc.

640,000

42,624,000

Tosco Corp.

98,400

4,334,520

TotalFinaElf SA sponsored ADR

397,523

27,906,115

Ultramar Diamond Shamrock Corp.

150,600

7,115,850

Unocal Corp.

40,400

1,379,660

USX - Marathon Group

1,129,800

33,340,398

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Valero Energy Corp.

713,600

$ 26,246,208

Westport Resources Corp.

239,500

5,029,500

1,052,718,389

TOTAL ENERGY

1,137,624,205

FINANCIALS - 21.0%

Banks - 6.0%

Astoria Financial Corp.

130,100

7,573,121

Australia & New Zealand
Banking Group Ltd.

973,561

8,398,868

Bank of America Corp.

566,300

33,994,989

Bank of Ireland, Inc.

605,800

6,021,846

Bank One Corp.

3,175,000

113,665,000

Barclays PLC

157,700

4,865,775

Commerce Bancorp, Inc.

234,377

16,429,828

Fifth Third Bancorp

1,008,880

60,885,908

First Union Corp.

159,600

5,576,424

Golden West Financial Corp.

560,500

36,006,520

Hibernia Corp. Class A

109,600

1,950,880

Lloyds TSB Group PLC

1,612,900

16,242,250

M&T Bank Corp.

736,800

55,628,400

Mercantile Bankshares Corp.

95,097

3,758,233

National Commerce Financial Corp.

80,500

1,963,395

North Fork Bancorp, Inc.

333,700

10,344,700

Royal Bank of Scotland Group PLC

1,718,613

38,116,318

SouthTrust Corp.

590,700

15,358,200

Synovus Financial Corp.

358,600

11,252,868

U.S. Bancorp

2,551,294

58,143,990

Wells Fargo & Co.

339,770

15,775,521

521,953,034

Diversified Financials - 6.5%

AMBAC Financial Group, Inc.

73,500

4,277,700

Capital One Financial Corp.

501,700

30,102,000

Citigroup, Inc.

837,215

44,238,441

Daiwa Securities Group, Inc.

3,886,000

40,660,919

Fannie Mae

2,265,400

192,898,810

Freddie Mac

245,880

17,211,600

Household International, Inc.

1,837,390

122,553,913

MBNA Corp.

588,100

19,377,895

Moody's Corp.

256,300

8,586,050

Nikko Securities Co. Ltd.

2,880,000

23,068,633

Nomura Securities Co. Ltd.

1,379,000

26,425,673

SEI Investments Co.

131,300

6,203,925

USA Education, Inc.

532,700

38,887,100

574,492,659

Insurance - 7.8%

ACE Ltd.

144,100

5,632,869

Shares

Value (Note 1)

AFLAC, Inc.

438,800

$ 13,817,812

Allstate Corp.

1,593,600

70,102,464

American International Group, Inc.

1,368,084

117,655,224

AXA SA de CV

42,100

1,203,599

Berkshire Hathaway, Inc.:

Class A (a)

2,403

166,287,600

Class B (a)

2,700

6,210,000

Canada Life Financial Corp.

219,800

6,387,847

Conseco, Inc.

1,917,800

26,177,970

Everest Re Group Ltd.

413,280

30,913,344

Manulife Financial Corp.

585,200

16,369,366

MBIA, Inc.

224,050

12,475,104

MetLife, Inc.

3,392,700

105,105,846

MGIC Investment Corp.

63,900

4,641,696

Old Republic International Corp.

205,000

5,945,000

Progressive Corp.

101,400

13,708,266

Radian Group, Inc.

114,200

4,619,390

RenaissanceRe Holdings Ltd.

180,230

13,355,043

The St. Paul Companies, Inc.

284,300

14,411,167

Xl Capital Ltd. Class A

576,000

47,289,600

Zenith National Insurance Corp.

127,700

3,447,900

685,757,107

Real Estate - 0.7%

Equity Office Properties Trust

414,200

13,101,146

Equity Residential Properties Trust (SBI)

692,500

39,160,875

Glenborough Realty Trust, Inc.

213,600

4,122,480

ResortQuest International, Inc. (a)

192,100

2,209,150

58,593,651

TOTAL FINANCIALS

1,840,796,451

HEALTH CARE - 11.1%

Biotechnology - 0.2%

Chiron Corp. (a)

60,500

3,157,495

Genentech, Inc. (a)

122,900

6,771,790

IDEC Pharmaceuticals Corp. (a)

30,100

1,950,781

Serono SA sponsored ADR (a)

273,600

6,826,320

18,706,386

Health Care Equipment & Supplies - 1.7%

Bausch & Lomb, Inc.

102,200

3,703,728

Baxter International, Inc.

156,500

7,668,500

Becton, Dickinson & Co.

199,600

7,143,684

Bio-Rad Laboratories, Inc. Class A (a)

70,900

3,530,820

Biomet, Inc.

270,600

13,005,036

Cooper Companies, Inc.

180,500

9,277,700

Cytyc Corp. (a)

97,000

2,231,000

DENTSPLY International, Inc.

333,500

14,824,075

Diagnostic Products Corp.

15,800

524,560

Disetronic Holding AG (Reg.)

5,155

3,808,405

Medtronic, Inc.

714,934

32,894,113

MiniMed, Inc. (a)

280,000

13,176,800

Smith & Nephew PLC

1,617,754

8,448,949

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

St. Jude Medical, Inc. (a)

138,100

$ 8,286,000

Stryker Corp.

71,700

3,932,745

Sybron Dental Specialties, Inc. (a)

383,233

7,852,444

Varian Medical Systems, Inc. (a)

61,900

4,425,850

144,734,409

Health Care Providers & Services - 4.0%

AmeriSource Health Corp. Class A (a)

207,070

11,450,971

Cardinal Health, Inc.

414,450

28,597,050

Caremark Rx, Inc. (a)

675,364

11,109,738

Community Health Systems, Inc.

564,400

16,649,800

Express Scripts, Inc. (a)

23,000

1,249,360

HCA - The Healthcare Co.

1,422,316

64,274,460

Health Management Associates, Inc. Class A (a)

1,083,800

22,803,152

HealthSouth Corp. (a)

1,404,700

22,433,059

Manor Care, Inc. (a)

534,800

16,979,900

Maximus, Inc. (a)

120,900

4,846,881

McKesson HBOC, Inc.

237,300

8,808,576

Patterson Dental Co. (a)

1,183,400

40,827,300

Professional Detailing, Inc. (a)

9,500

854,905

Tenet Healthcare Corp. (a)

1,071,700

55,289,003

UnitedHealth Group, Inc.

703,300

43,428,775

349,602,930

Pharmaceuticals - 5.2%

Adolor Corp.

12,000

258,600

Allergan, Inc.

30,400

2,599,200

American Home Products Corp.

724,800

42,357,312

AstraZeneca PLC sponsored ADR

493,900

23,089,825

CIMA Labs, Inc. (a)

17,000

1,290,470

Elan Corp. PLC sponsored ADR (a)

1,322,700

80,684,700

Forest Laboratories, Inc. (a)

72,500

5,147,500

IVAX Corp. (a)

166,100

6,477,900

King Pharmaceuticals, Inc. (a)

185,600

9,976,000

Novartis AG sponsored ADR

1,486,600

53,740,590

Pfizer, Inc.

4,629,965

185,430,098

Sanofi-Synthelabo SA

179,089

11,791,936

Schering-Plough Corp.

704,500

25,531,080

Teva Pharmaceutical Industries Ltd. sponsored ADR

140,900

8,763,980

457,139,191

TOTAL HEALTH CARE

970,182,916

INDUSTRIALS - 13.0%

Aerospace & Defense - 1.6%

Alliant Techsystems, Inc. (a)

3,300

296,670

Boeing Co.

27,300

1,517,880

Bombardier, Inc. Class B (sub. vtg.)

321,700

4,844,624

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

89,200

3,483,260

Shares

Value (Note 1)

Lockheed Martin Corp.

2,287,140

$ 84,738,537

United Technologies Corp.

615,801

45,113,581

139,994,552

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

406,150

24,827,950

Airlines - 1.1%

British Airways PLC

1,006,102

4,898,513

Continental Airlines, Inc. Class B (a)

170,900

8,416,825

Ryanair Holdings PLC sponsored ADR (a)

705,210

36,395,888

Southwest Airlines Co.

2,442,530

45,162,380

94,873,606

Building Products - 0.3%

American Standard Companies, Inc. (a)

318,800

19,159,880

Masco Corp.

168,100

4,195,776

York International Corp.

100,400

3,516,008

26,871,664

Commercial Services & Supplies - 3.9%

Apollo Group, Inc. Class A (a)

4,000

167,480

Automatic Data Processing, Inc.

2,115,000

105,115,500

Avery Dennison Corp.

22,100

1,128,205

Brambles Industries Ltd.

201,276

4,930,618

Career Education Corp. (a)

118,000

7,044,600

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,056,270

Cendant Corp. (a)

1,226,200

23,910,900

Cintas Corp.

455,200

21,371,640

Concord EFS, Inc. (a)

251,300

13,957,202

Corinthian Colleges, Inc. (a)

225,200

10,582,148

CSG Systems International, Inc. (a)

198,900

11,786,814

Dun & Bradstreet Corp. (a)

70,000

1,974,000

Ecolab, Inc.

444,400

18,207,068

Exult, Inc.

213,600

3,545,760

First Data Corp.

1,001,800

64,365,650

Fiserv, Inc. (a)

85,000

5,270,000

IMS Health, Inc.

336,100

9,578,850

Modis Professional Services, Inc. (a)

179,300

1,237,170

Paychex, Inc.

48,600

2,002,320

Robert Half International, Inc. (a)

298,800

7,437,132

Sabre Holdings Corp. Class A

53,000

2,650,000

The BISYS Group, Inc. (a)

431,200

25,828,880

Waste Management, Inc.

10,100

311,282

343,459,489

Construction & Engineering - 0.3%

Fluor Corp.

454,980

20,542,347

Jacobs Engineering Group, Inc. (a)

30,100

1,963,423

22,505,770

Electrical Equipment - 0.1%

Cooper Industries, Inc.

122,000

4,829,980

Industrial Conglomerates - 2.0%

Minnesota Mining & Manufacturing Co.

1,474,910

168,287,231

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - continued

Textron, Inc.

70,261

$ 3,867,165

Tyco International Ltd.

128,300

6,992,350

179,146,746

Machinery - 1.3%

Danaher Corp.

399,722

22,384,432

Graco, Inc.

30,700

1,013,100

Illinois Tool Works, Inc.

198,100

12,539,730

Ingersoll-Rand Co.

199,100

8,202,920

Roper Industries, Inc.

203,000

8,475,250

SPX Corp. (a)

488,931

61,204,383

Stewart & Stevenson Services, Inc.

58,200

1,940,970

115,760,785

Road & Rail - 2.0%

C.H. Robinson Worldwide, Inc.

913,500

25,568,865

Canadian National Railway Co.

892,400

36,202,911

Canadian Pacific Ltd.

990,600

38,367,757

CSX Corp.

782,330

28,351,639

GATX Corp.

253,100

10,149,310

Landstar System, Inc. (a)

50,000

3,405,000

M.S. Carriers, Inc. (a)

125,010

4,067,825

Norfolk Southern Corp.

250,300

5,181,210

Swift Transportation Co., Inc. (a)

1,049,000

20,067,370

171,361,887

Trading Companies & Distributors - 0.1%

Fastenal Co.

214,400

13,196,320

TOTAL INDUSTRIALS

1,136,828,749

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.1%

CIENA Corp. (a)

40,500

1,541,835

Cisco Systems, Inc. (a)

19,178

371,478

Nokia AB sponsored ADR

20,000

440,800

Scientific-Atlanta, Inc.

163,200

6,625,920

8,980,033

Computers & Peripherals - 0.1%

NCR Corp. (a)

139,300

6,547,100

Sun Microsystems, Inc. (a)

72,200

1,169,640

7,716,740

Electronic Equipment & Instruments - 0.5%

Garmin Ltd.

12,800

293,120

Mettler-Toledo International, Inc. (a)

133,600

5,778,200

Symbol Technologies, Inc.

569,940

12,652,668

Thermo Electron Corp. (a)

1,272,132

28,012,347

46,736,335

Internet Software & Services - 0.3%

Homestore.com, Inc. (a)

16,900

586,092

Keynote Systems, Inc. (a)

520,000

5,803,200

Shares

Value (Note 1)

Netegrity, Inc. (a)

20,100

$ 642,195

RealNetworks, Inc. (a)

58,600

675,658

SmartForce PLC sponsored ADR (a)

226,900

7,998,225

Yahoo!, Inc. (a)

323,800

6,327,052

22,032,422

IT Consulting & Services - 0.7%

Affiliated Computer Services, Inc.
Class A (a)

287,500

20,674,125

Electronic Data Systems Corp.

60,500

3,781,250

SunGard Data Systems, Inc. (a)

1,343,600

40,321,436

64,776,811

Semiconductor Equipment & Products - 0.4%

Analog Devices, Inc. (a)

8,000

346,000

Cabot Microelectronics Corp. (a)

125,000

7,813,750

Intel Corp.

477,800

14,568,122

Intersil Corp. Class A (a)

137,300

4,695,660

KLA-Tencor Corp. (a)

20,000

1,174,000

LAM Research Corp. (a)

54,400

1,634,720

Marvell Technology Group Ltd.

50,400

1,360,800

Texas Instruments, Inc.

100,900

3,178,350

34,771,402

Software - 1.9%

Adobe Systems, Inc.

136,880

6,426,516

BEA Systems, Inc. (a)

3,800

126,236

Cerner Corp. (a)

122,700

5,257,695

Electronic Arts, Inc. (a)

333,300

19,161,417

Fair, Isaac & Co., Inc.

2,600

160,732

Inktomi Corp. (a)

117,800

1,076,692

Intuit, Inc. (a)

85,700

3,325,160

Jack Henry & Associates, Inc.

259,800

7,884,930

Legato Systems, Inc. (a)

10,000

158,900

Manugistics Group, Inc. (a)

335,900

8,797,221

Microsoft Corp. (a)

1,251,900

90,149,319

Networks Associates, Inc. (a)

540,500

6,691,390

Nuance Communications, Inc. (a)

357,200

6,251,000

NVIDIA Corp. (a)

16,230

1,494,296

PeopleSoft, Inc. (a)

185,256

8,947,865

Take-Two Interactive Software, Inc. (a)

175,200

3,256,968

169,166,337

TOTAL INFORMATION TECHNOLOGY

354,180,080

MATERIALS - 3.6%

Chemicals - 0.7%

Air Products & Chemicals, Inc.

324,900

14,864,175

Engelhard Corp.

143,200

3,693,128

OM Group, Inc.

141,500

7,959,375

Praxair, Inc.

655,200

30,794,400

Sigma Aldrich Corp.

48,200

1,952,100

59,263,178

Construction Materials - 0.1%

Vulcan Materials Co.

93,500

5,025,625

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Containers & Packaging - 0.0%

Pactiv Corp. (a)

280,400

$ 3,757,360

Metals & Mining - 2.4%

Agnico-Eagle Mines Ltd.

166,700

1,431,374

Alcoa, Inc.

867,900

34,195,260

Anglo American PLC

490,800

7,398,063

Barrick Gold Corp.

359,440

5,484,190

BHP Billiton PLC

3,646,363

18,282,417

BHP Ltd.

1,759,700

9,330,873

BHP Ltd. (a)

1,874,255

10,187,002

Compania de Minas Buenaventura SA sponsored ADR

266,600

4,916,104

Dofasco, Inc.

1,000

16,116

Franco Nevada Mining Corp. Ltd.

2,285,064

29,385,863

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

952,700

10,527,335

Gold Fields Ltd.

997,200

4,491,166

Goldcorp, Inc.

1,725,780

18,466,074

Impala Platinum Holdings Ltd.

97,600

4,894,066

Lonmin PLC

11,100

161,031

Massey Energy Corp.

652,300

12,889,448

Meridian Gold, Inc. (a)

244,800

1,920,888

Newmont Mining Corp.

578,010

10,756,766

Normandy Mining Ltd.

3,190,883

2,019,299

Placer Dome, Inc.

467,100

4,566,103

Rio Tinto PLC (Reg. D)

1,031,400

18,422,575

Stillwater Mining Co. (a)

165,870

4,851,698

214,593,711

Paper & Forest Products - 0.4%

Boise Cascade Corp.

45,200

1,589,683

International Paper Co.

181,200

6,468,840

Sappi Ltd.

665,600

5,863,115

Weyerhaeuser Co.

363,500

19,981,595

33,903,233

TOTAL MATERIALS

316,543,107

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.0%

KPNQwest NV Class C (NY Shares) (a)

356,300

3,135,440

Wireless Telecommunication Services - 1.0%

American Tower Corp. Class A (a)

2,640,470

54,578,515

AT&T Corp. - Wireless Group (a)

12,100

197,835

Shares

Value (Note 1)

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

117,600

$ 3,150,504

NTT DoCoMo, Inc.

948

16,494,227

Sprint Corp. - PCS Group Series 1 (a)

201,800

4,873,470

Triton PCS Holdings, Inc. Class A (a)

22,500

905,625

Vodafone Group PLC sponsored ADR

402,600

8,998,110

89,198,286

TOTAL TELECOMMUNICATION SERVICES

92,333,726

UTILITIES - 0.6%

Electric Utilities - 0.4%

American Electric Power Co., Inc.

348,040

16,069,007

Southern Co.

926,410

21,539,033

37,608,040

Gas Utilities - 0.1%

NiSource, Inc.

149,300

4,080,369

Southern Union Co.

83,700

1,707,480

5,787,849

Multi-Utilities - 0.1%

MDU Resources Group, Inc.

153,500

4,856,740

TOTAL UTILITIES

48,252,629

TOTAL COMMON STOCKS

(Cost $7,046,752,473)

7,854,677,577

Convertible Bonds - 0.0%

Moody's Ratings
(unaudited)

Principal
Amount (e)

FINANCIALS - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S)
(Cost $798,761)

-

GBP

704,573

880,044

U.S. Treasury Obligations - 1.5%

U.S. Treasury Bills, yield at date of purchase 3.51% to 3.99% 7/12/01 to 8/16/01

-

3,850,000

3,839,073

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

21,308,175

6.125% 11/15/27

Aaa

31,000,000

31,910,470

6.5% 11/15/26

Aaa

17,300,000

18,629,851

6.75% 8/15/26

Aaa

9,900,000

10,978,110

6.875% 8/15/25

Aaa

29,800,000

33,408,482

7.625% 2/15/25

Aaa

9,500,000

11,566,250

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $125,173,996)

131,640,411

Cash Equivalents - 10.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (b)

860,109,938

$ 860,109,938

Fidelity Securities Lending Cash Central Fund, 4.02% (b)

53,844,100

53,844,100

TOTAL CASH EQUIVALENTS

(Cost $913,954,038)

913,954,038

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $8,086,679,268)

8,901,152,070

NET OTHER ASSETS - (1.5)%

(135,298,773)

NET ASSETS - 100%

$ 8,765,853,297

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

PJ America, Inc.

$ -

$ -

$ -

$4,921,182

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 6,367,500

(e) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $6,671,570,592 and $6,496,849,360, respectively, of which long-term U.S. Government and government obligations aggregated $0 and $114,946,461, respectively.

The market value of futures contracts opened and closed during the period amounted to $252,016,213 and $308,939,483, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $357,899 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,876,900 or 0.1% of net assets.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

83.2%

Canada

4.8

United Kingdom

4.2

Japan

2.7

Ireland

1.5

Switzerland

1.1

Others (individually less than 1%)

2.5

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,142,506,249. Net unrealized appreciation aggregated $758,645,821, of which $1,098,922,003 related to appreciated investment securities and $340,276,182 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities
loaned of $52,434,636)
(cost $8,086,679,268) -
See accompanying schedule

$ 8,901,152,070

Cash

295,828

Foreign currency held at value
(cost $415,029)

415,350

Receivable for investments sold

113,675,839

Receivable for fund shares sold

5,868,200

Dividends receivable

7,880,322

Interest receivable

4,282,457

Receivable for daily variation on futures contracts

643,666

Other receivables

157,124

Total assets

9,034,370,856

Liabilities

Payable for investments purchased

$ 204,479,653

Payable for fund shares redeemed

5,786,464

Accrued management fee

4,277,563

Distribution fees payable

128,664

Other payables and
accrued expenses

1,115

Collateral on securities loaned,
at value

53,844,100

Total liabilities

268,517,559

Net Assets

$ 8,765,853,297

Net Assets consist of:

Paid in capital

$ 8,372,695,812

Undistributed net investment income

38,667,528

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(459,958,695)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

814,448,652

Net Assets

$ 8,765,853,297

Initial Class:
Net Asset Value, offering price
and redemption price per share
($7,414,130,344 ÷
358,901,184 shares)

$20.66

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,218,873,358 ÷
59,161,957 shares)

$20.60

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($132,849,595 ÷
6,464,830 shares)

$20.55

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 44,382,785

Interest

24,586,781

Security lending

639,803

Total income

69,609,369

Expenses

Management fee

$ 25,829,139

Transfer agent fees

2,925,377

Distribution fees

718,013

Accounting and security lending fees

426,601

Non-interested trustees' compensation

15,450

Custodian fees and expenses

265,926

Audit

23,855

Legal

23,997

Reports to Shareholders

522,905

Miscellaneous

3,133

Total expenses before reductions

30,754,396

Expense reductions

(2,456,099)

28,298,297

Net investment income

41,311,072

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(335,333,895)

Foreign currency transactions

(159,394)

Futures contracts

(2,609,168)

(338,102,457)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(689,901,566)

Assets and liabilities in
foreign currencies

8,843

Futures contracts

458,688

(689,434,035)

Net gain (loss)

(1,027,536,492)

Net increase (decrease) in net assets resulting from operations

$ (986,225,420)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001

(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 41,311,072

$ 68,317,627

Net realized gain (loss)

(338,102,457)

204,849,547

Change in net unrealized appreciation (depreciation)

(689,434,035)

(962,270,276)

Net increase (decrease) in net assets resulting from operations

(986,225,420)

(689,103,102)

Distributions to shareholders
From net investment income

(69,399,585)

(35,814,293)

From net realized gain

(126,732,911)

(1,235,476,968)

In excess of net realized gain

(122,112,435)

-

Total distributions

(318,244,931)

(1,271,291,261)

Share transactions - net increase (decrease)

226,688,178

2,023,685,153

Total increase (decrease) in net assets

(1,077,782,173)

63,290,790

Net Assets

Beginning of period

9,843,635,470

9,780,344,680

End of period (including undistributed net investment income of $38,667,528 and $67,012,238, respectively)

$ 8,765,853,297

$ 9,843,635,470

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

22,321,475

$ 469,906,251

53,448,851

$ 1,355,965,735

Reinvested

12,488,712

275,251,203

45,653,334

1,161,877,344

Redeemed

(34,568,380)

(723,005,324)

(49,325,329)

(1,240,820,402)

Net increase (decrease)

241,807

$ 22,152,130

49,776,856

$ 1,277,022,677

Service Class
Sold

7,872,293

$ 166,292,711

24,126,050

$ 612,579,539

Reinvested

1,820,820

40,039,821

4,305,875

109,369,237

Redeemed

(3,129,439)

(64,911,413)

(2,471,479)

(61,156,455)

Net increase (decrease)

6,563,674

$ 141,421,119

25,960,446

$ 660,792,321

Service Class 2 A
Sold

3,166,277

$ 66,436,551

3,591,561

$ 88,871,209

Reinvested

134,574

2,953,910

1,759

44,679

Redeemed

(302,124)

(6,275,532)

(127,217)

(3,045,733)

Net increase (decrease)

2,998,727

$ 63,114,929

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 60,769,746

$ 32,731,929

Service Class

8,007,964

3,081,105

Service Class 2 A

621,875

1,259

Total

$ 69,399,585

$ 35,814,293

From net realized gain
Initial Class

$ 109,231,938

$ 1,129,145,416

Service Class

16,313,306

106,288,132

Service Class 2 A

1,187,667

43,420

Total

$ 126,732,911

$ 1,235,476,968

$ 1,271,291,261

In excess of net realized gain
Initial Class

$ 105,249,519

$ -

Service Class

15,718,550

-

Service Class 2 A

1,144,366

-

Total

$ 122,112,435

$ -

$ 318,244,931

$ -

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.10 D

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(2.42)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(2.32)

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.17)

(.11)

(.12)

(.14)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

(.37)

(.13)

In excess of net realized gain

(.29)

-

-

-

-

-

Total distributions

(.77)

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 20.66

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(9.97)%

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 7,414,130

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.68% A

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after
all expense reductions

.62% A, F

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.95% A

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

158% A

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.09

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(2.41)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(2.32)

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.15)

(.11)

(.12)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

-

In excess of net realized gain

(.29)

-

-

-

-

Total distributions

(.75)

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 20.60

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(10.00)%

(6.71)%

24.15%

29.94%

(.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,218,873

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.78% A

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after all expense reductions

.72% A, F

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.85% A

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

158% A

177%

172%

201%

142%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 23.64

$ 28.20

Income from Investment Operations

Net investment income D

.07

.10

Net realized and unrealized gain (loss)

(2.40)

(.93)

Total from investment operations

(2.33)

(.83)

Less Distributions

From net investment income

(.16)

(.11)

From net realized gain

(.31)

(3.62)

In excess of net realized gain

(.29)

-

Total distributions

(.76)

(3.73)

Net asset value, end of period

$ 20.55

$ 23.64

Total Return B, C

(10.06)%

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 132,850

$ 81,950

Ratio of expenses to average net assets

.93% A

.92% A

Ratio of expenses to average net assets after all expense reductions

.88% A, F

.90% A, F

Ratio of net investment income to average net assets

.69% A

.43% A

Portfolio turnover rate

158% A

177%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class shares will appear once the fund is a year old.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class on September 25, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $6,868 - a 31.32% decrease on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,586 - a 14.14% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Philip Morris Companies, Inc.

7.0

RJ Reynolds Tobacco Holdings, Inc.

6.9

EchoStar Communications Corp. Class A

4.8

HomeBase, Inc.

3.9

Irish Continental Group PLC

2.3

24.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

33.5

Consumer Discretionary

27.4

Consumer Staples

19.5

Health Care

6.7

Industrials

5.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.3%

Short-Term Investments and Net Other Assets

1.7%



* Foreign investments 9.0%

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. For the six-month period that ended June 30, 2001, the fund's return fell short of the Standard & Poor's 500 Index, which returned -6.70%. The fund also lagged the variable annuity capital appreciation funds average tracked by Lipper Inc., which fell 10.68%. Since its inception on September 25, 2000, through June 30, 2001, the fund lagged the -14.14% return of the S&P 500® index. Lipper does not calculate a life of fund return.

Q. What factors caused the fund to underperform both its index and peer group during the six-month period?

A. Continued weakness in high-growth stocks, particularly in the information technology (IT) and biotechnology sectors that I emphasized, caused the bulk of the fund's poor performance relative to its benchmarks. Our collective holdings in both the software and the hardware and equipment industries hurt the fund's relative return the most. In the software area, the fund's overweighted position in Veritas Software, which fell more than 24%, coupled with my decision to not own Microsoft, which rose nearly 67%, proved detrimental to absolute and relative performance. Similarly, maintaining large positions in networking stocks, such as Juniper Networks and Redback Networks, both of which fell more than 50% during the period, also held back returns. Elsewhere, the equity market's penchant for stocks with strong current earnings growth hurt our overweighting in drug discovery stocks. Specifically, investors weren't willing to reward the future growth prospects of Medimmune.

Q. Did you employ any new strategies during the period?

A. Not really. My overall strategy has been largely the same. I maintained the fund's overweighting in the food, beverage and tobacco industries, which was a very beneficial decision. I believed stocks such as RJ Reynolds and Philip Morris remained the best risk-versus-return stocks in the market as a result of their low price-to-earnings ratios, enormous cash flows and huge dividends. Largely due to these two stocks, our holdings in this sector collectively outperformed those held by the S&P 500 index by more than 28 percentage points. However, my decision to keep the fund overweighted in information technology stocks more than offset our strong gains in the food, beverage and tobacco industries.

Q. What was your attraction to tech stocks?

A. Despite the weakness in this sector, I believed that technology still offered the best potential for long-term unit growth in the market. That said, I did reduce some of the fund's tech exposure - such as networking and semiconductor stocks - during short-term rallies, but decided to hold on to what I believed were the best names in certain cutting-edge industries. Specifically, the fund maintained positions in BEA Systems (software) and Ciena (communications equipment). I held these stocks because history has shown that when technology comes back in favor, industry leaders have shown the ability to drastically outperform their peers.

Q. What specific stocks performed well? What stocks disappointed?

A. RJ Reynolds, a major holding and the fund's top contributor, appreciated roughly 15%. EchoStar Communications, a satellite-TV operator, jumped 38% on narrower-than-expected first-quarter 2001 losses and a higher-than-expected number of new customers. On the down side, computer storage network switch maker Brocade Communications experienced weaker-than-expected first-quarter earnings results. Immunex, another detractor, was hurt by slower-than-expected sales growth due to manufacturing capacity constraints.

Q. What's your outlook?

A. I'm generally positive, but I believe the factors leading to market success are changing. For some time now, it's been very important for funds to be overweighted in the right sector to perform well. I think some of that emphasis on sector importance has been eradicated from the market, and I now believe finding the right stocks with good valuations across many sectors will drive relative performance going forward. Turning to the fund, I believe that its relatively small size affords me two advantages. First, having a fund with fewer assets gives me the opportunity to build bigger positions in a larger universe of stocks, particularly smaller-capitalization stocks that wouldn't have the same impact on a much larger-sized portfolio. Secondly, a smaller fund is more nimble, giving me the opportunity to move more quickly in and out of different stocks as I see fit.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of June 30, 2001, more than $4 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 27.4%

Automobiles - 2.4%

Monaco Coach Corp. (a)

1,100

$ 36,520

Winnebago Industries, Inc.

2,000

61,500

98,020

Hotels, Restaurants & Leisure - 0.2%

Celtic PLC (a)

5,170

8,634

Household Durables - 1.1%

Black & Decker Corp.

100

3,946

Fleetwood Enterprises, Inc.

3,100

43,648

47,594

Leisure Equipment & Products - 3.0%

Hasbro, Inc.

2,900

41,905

Mattel, Inc.

4,500

85,140

127,045

Media - 7.0%

EchoStar Communications Corp.
Class A (a)

6,390

200,454

Gemstar-TV Guide International, Inc. (a)

1,600

67,216

Omnicom Group, Inc.

300

25,800

293,470

Multiline Retail - 2.0%

JCPenney Co., Inc.

1,800

47,448

Kmart Corp. (a)

3,300

37,851

85,299

Specialty Retail - 11.7%

Abercrombie & Fitch Co. Class A (a)

300

13,350

AnnTaylor Stores Corp. (a)

1,500

53,700

Best Buy Co., Inc. (a)

700

44,464

HomeBase, Inc. (a)

47,600

164,220

Lowe's Companies, Inc.

500

36,275

Office Depot, Inc. (a)

8,500

88,230

Pier 1 Imports, Inc.

4,000

46,000

Staples, Inc. (a)

2,900

43,558

489,797

TOTAL CONSUMER DISCRETIONARY

1,149,859

CONSUMER STAPLES - 19.5%

Beverages - 1.6%

The Coca-Cola Co.

1,500

67,500

Food & Drug Retailing - 0.7%

Rite Aid Corp. (a)

1,100

9,900

Rite Aid Corp. (a)(c)

1,000

8,100

Walgreen Co.

300

10,245

28,245

Personal Products - 1.2%

Perrigo Co. (a)

3,000

50,250

Shares

Value (Note 1)

Tobacco - 16.0%

DIMON, Inc.

8,800

$ 88,000

Philip Morris Companies, Inc.

5,770

292,828

RJ Reynolds Tobacco Holdings, Inc.

5,280

288,288

669,116

TOTAL CONSUMER STAPLES

815,111

FINANCIALS - 4.8%

Diversified Financials - 4.3%

American Express Co.

500

19,400

Charles Schwab Corp.

1,600

24,480

E*TRADE Group, Inc. (a)

4,000

25,800

Instinet Group, Inc.

2,500

46,250

Lehman Brothers Holdings, Inc.

300

23,325

Merrill Lynch & Co., Inc.

300

17,775

SEI Investments Co.

500

23,625

180,655

Insurance - 0.5%

American General Corp.

400

18,580

TOTAL FINANCIALS

199,235

HEALTH CARE - 6.7%

Health Care Equipment & Supplies - 1.3%

Becton, Dickinson & Co.

800

28,632

BioLase Technology, Inc. (a)

5,000

26,300

54,932

Health Care Providers & Services - 0.6%

Owens & Minor, Inc.

1,200

22,800

Pharmaceuticals - 4.8%

Allergan, Inc.

300

25,650

Alpharma, Inc. Class A

1,200

32,700

Barr Laboratories, Inc. (a)

1,200

84,492

Bristol-Myers Squibb Co.

900

47,070

Elan Corp. PLC sponsored ADR (a)

200

12,200

202,112

TOTAL HEALTH CARE

279,844

INDUSTRIALS - 5.9%

Aerospace & Defense - 0.6%

Honeywell International, Inc.

700

24,493

Airlines - 0.3%

Ryanair Holdings PLC sponsored ADR (a)

300

15,483

Commercial Services & Supplies - 0.6%

First Data Corp.

400

25,700

Construction & Engineering - 0.8%

Foster Wheeler Ltd.

3,700

33,485

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.6%

Rayovac Corp. (a)

1,000

$ 21,300

Vishay Intertechnology, Inc. (a)

200

4,600

25,900

Industrial Conglomerates - 0.7%

Minnesota Mining & Manufacturing Co.

250

28,525

Marine - 2.3%

Irish Continental Group PLC

20,000

95,155

TOTAL INDUSTRIALS

248,741

INFORMATION TECHNOLOGY - 33.5%

Communications Equipment - 10.5%

CIENA Corp. (a)

2,080

79,186

Finisar Corp. (a)

2,400

44,664

Juniper Networks, Inc. (a)

500

15,523

Nokia AB sponsored ADR

4,100

90,364

ONI Systems Corp.

500

13,450

Research in Motion Ltd. (a)

900

29,110

Scientific-Atlanta, Inc.

1,200

48,720

Sonus Networks, Inc. (a)

3,300

74,811

Tellium, Inc.

2,700

45,954

441,782

Computers & Peripherals - 0.9%

EMC Corp. (a)

700

20,335

StorageNetworks, Inc.

1,000

16,940

37,275

Electronic Equipment & Instruments - 4.4%

Amphenol Corp. Class A (a)

200

8,010

AVX Corp.

200

4,200

Flextronics International Ltd. (a)

1,400

37,184

KEMET Corp. (a)

200

3,962

Millipore Corp.

600

37,188

PerkinElmer, Inc.

1,500

41,295

Sanmina Corp. (a)

2,100

50,610

182,449

Internet Software & Services - 0.6%

Digital Insight Corp. (a)

1,300

26,130

IT Consulting & Services - 0.9%

Affiliated Computer Services, Inc.
Class A (a)

300

21,573

KPMG Consulting, Inc.

1,100

16,632

38,205

Semiconductor Equipment & Products - 12.8%

ASML Holding NV (NY Shares) (a)

100

2,255

Atmel Corp. (a)

5,300

68,635

Cymer, Inc. (a)

500

13,390

Cypress Semiconductor Corp. (a)

1,600

38,160

Electroglas, Inc. (a)

3,400

59,670

Helix Technology, Inc.

900

27,432

Shares

Value (Note 1)

Integrated Circuit Systems, Inc. (a)

1,100

$ 21,010

Kulicke & Soffa Industries, Inc. (a)

4,900

83,300

Lattice Semiconductor Corp. (a)

300

7,413

Micron Technology, Inc. (a)

1,300

53,430

Monolithic System Technology, Inc.

500

5,500

PRI Automation, Inc. (a)

1,000

17,940

Sage, Inc. (a)

300

4,380

Semtech Corp. (a)

700

22,358

STMicroelectronics NV (NY Shares)

500

17,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000

15,190

Texas Instruments, Inc.

700

22,050

Vitesse Semiconductor Corp. (a)

2,700

57,051

536,164

Software - 3.4%

BEA Systems, Inc. (a)

2,400

79,728

Computer Associates International, Inc.

1,500

54,000

PeopleSoft, Inc. (a)

200

9,660

143,388

TOTAL INFORMATION TECHNOLOGY

1,405,393

TELECOMMUNICATION SERVICES - 0.5%

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC sponsored ADR

1,000

22,350

TOTAL COMMON STOCKS

(Cost $3,932,724)

4,120,533

Cash Equivalents - 2.8%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $117,577)

117,577

117,577

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $4,050,301)

4,238,110

NET OTHER ASSETS - (1.1)%

(47,476)

NET ASSETS - 100%

$ 4,190,634

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 7,500

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $11,448,878 and $9,312,709, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $204 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,100 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $4,103,818. Net unrealized appreciation aggregated $134,292, of which $429,731 related to appreciated investment securities and $295,439 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $4,050,301) -
See accompanying schedule

$ 4,238,110

Cash

10

Receivable for investments sold

163,394

Receivable for fund shares sold

15,805

Dividends receivable

7,970

Interest receivable

734

Receivable from investment adviser for expense reductions

5,843

Total assets

4,431,866

Liabilities

Payable for investments purchased

$ 213,833

Payable for fund shares redeemed

115

Distribution fees payable

617

Other payables and
accrued expenses

26,667

Total liabilities

241,232

Net Assets

$ 4,190,634

Net Assets consist of:

Paid in capital

$ 5,092,440

Distributions in excess of net investment income

(1,260)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,088,324)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

187,778

Net Assets

$ 4,190,634

Initial Class:
Net Asset Value, offering price and
redemption price per share
($338,051 ÷ 49,186 shares)

$6.87

Service Class:
Net Asset Value, offering price and
redemption price per share
($1,018,729 ÷ 148,593 shares)

$6.86

Service Class 2:
Net Asset Value, offering price and
redemption price per share
($2,833,854 ÷ 413,479 shares)

$6.85

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,010

Interest

3,894

Total income

26,904

Expenses

Management fee

$ 9,284

Transfer agent fees

1,224

Distribution fees

3,084

Accounting fees and expenses

30,000

Non-interested trustees' compensation

5

Custodian fees and expenses

13,436

Audit

14,449

Legal

9

Miscellaneous

50

Total expenses before reductions

71,541

Expense reductions

(45,796)

25,745

Net investment income

1,159

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(913,067)

Foreign currency transactions

(431)

(913,498)

Change in net unrealized appreciation (depreciation) on:

Investment securities

293,439

Assets and liabilities in
foreign currencies

(31)

293,408

Net gain (loss)

(620,090)

Net increase (decrease) in net assets resulting from operations

$ (618,931)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

September 25, 2000
(commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 1,159

$ 1,390

Net realized gain (loss)

(913,498)

(174,950)

Change in net unrealized appreciation (depreciation)

293,408

(105,630)

Net increase (decrease) in net assets resulting from operations

(618,931)

(279,190)

Distributions to shareholders
From net investment income

(2,421)

-

In excess of net investment income

(1,262)

-

Total distributions

(3,683)

-

Share transactions - net increase (decrease)

2,206,589

2,885,849

Total increase (decrease) in net assets

1,583,975

2,606,659

Net Assets

Beginning of period

2,606,659

-

End of period (including under (over) distribution of net investment income of $(1,260) and
$1,264, respectively)

$ 4,190,634

$ 2,606,659

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

19,182

$ 138,936

30,001

$ 300,008

Reinvested

36

300

-

-

Redeemed

(33)

(226)

-

-

Net increase (decrease)

19,185

$ 139,010

30,001

$ 300,008

Service Class
Sold

173,369

$ 1,238,586

157,395

$ 1,497,499

Reinvested

118

992

-

-

Redeemed

(119,025)

(858,175)

(63,264)

(583,157)

Net increase (decrease)

54,462

$ 381,403

94,131

$ 914,342

Service Class 2
Sold

249,147

$ 1,797,020

182,014

$ 1,673,653

Reinvested

285

2,391

-

-

Redeemed

(17,731)

(113,235)

(236)

(2,154)

Net increase (decrease)

231,701

$ 1,686,176

181,778

$ 1,671,499

Distributions
From net investment income
Initial Class

$ 197

$ -

Service Class

653

-

Service Class 2

1,573

-

Total

$ 2,423

$ -

In excess of net investment income
Initial Class

$ 103

$ -

Service Class

339

-

Service Class 2

818

-

Total

$ 1,260

$ -

$ 3,683

$ -

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capitial Appreciation Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.65)

(1.49)

Total from investment operations

(1.64)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.87

$ 8.52

Total Return B, C

(19.27)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 338

$ 256

Ratio of expenses to average net assets before expense reductions

4.28% A

10.18% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.42% A, F

1.50% A

Ratio of net investment income to average net assets

.26% A

.47% A

Portfolio turnover rate

611% A

295% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.66)

(1.49)

Total from investment operations

(1.65)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.86

$ 8.52

Total Return B, C

(19.39)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,019

$ 802

Ratio of expenses to average net assets before expense reductions

4.39% A

10.30% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.52% A, F

1.60% A

Ratio of net investment income to average net assets

.16% A

.36% A

Portfolio turnover rate

611% A

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 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, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.00

.00

Net realized and unrealized gain (loss)

(1.66)

(1.48)

Total from investment operations

(1.66)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.85

$ 8.52

Total Return B, C

(19.50)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,834

$ 1,549

Ratio of expenses to average net assets before expense reductions

4.54% A

10.49% A, G

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.67% A, F

1.75% A

Ratio of net investment income to average net assets

.02% A

.21% A

Portfolio turnover rate

611% A

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 per share.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class

10.23%

11.93%

15.39%

Russell 3000 Value

11.64%

14.71%

15.72%

Variable Annuity Equity
Income Funds Average

6.79%

12.82%

14.15%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 50 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $41,842 - a 318.42% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $43,060 - a 330.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

Citigroup, Inc.

3.8

Fannie Mae

3.7

Exxon Mobil Corp.

3.6

General Electric Co.

2.6

TotalFinaElf SA

2.0

15.7

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

28.3

Industrials

14.6

Energy

12.4

Consumer Discretionary

11.9

Telecommunication Services

6.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

96.5%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.8%



* Foreign investments 7.4%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2001, the fund slightly underperformed the Russell 3000® Value Index, which returned -0.34%, but beat the -1.79% return of the Lipper Inc. variable annuity equity income funds average. For the 12-month period that ended June 30, 2001, the fund slightly underperformed the Russell index's return of 11.64% and topped the Lipper peer group's 6.79% return.

Q. What was the investing environment like during the six-month period?

A. It was a tough environment for diversified equity funds, with very few places to hide from the effects of a weakening economy. Though more insulated from economic woes than the growth side of the market, larger-cap value stocks had rather flat performance during the period due to a continuing cycle of downward revisions for corporate earnings. Throughout the period, it became more apparent that the economy was in worse shape than previously anticipated. A key issue was the broad-based impact of the weakening economy on virtually every sector, compared to last year's rather narrow hit on technology issues. Within this environment, the fund's value orientation helped relative to the peer group, but stock selection in pharmaceuticals and the fund's higher weighting in energy stocks held back performance compared to the Russell index.

Q. Pharmaceutical companies appeared to have had a particularly difficult time. What accounted for their poor performance?

A. HMOs, consumers and even the government have become more adversarial toward pharmaceutical companies. The Food and Drug Administration's switch to a more discerning posture in new drug application approvals has made new drug introductions slower than expected. Meanwhile, old patents are expiring, changing the outlook for this industry, with the assumption that future growth will probably be slower than in the past. Fund holdings Bristol-Myers Squibb, Merck, Schering-Plough and Eli Lily all were negatively affected by these changes. I sold off a portion of the fund's pharmaceutical holdings to take profits late last year, and the fund now holds a more moderate weighting in these stocks.

Q. Which stocks helped the fund's performance during the period?

A. During the past few months, I became more interested in technology issues, a number of which began to look attractively valued. Microsoft and IBM were two examples of larger-cap technology stocks that bucked the down trend and performed well during the period. Microsoft benefited from recent favorable court rulings and anticipation of the company's new releases of software for small businesses. Meanwhile, IBM continued to meet earnings expectations and delivered better relative stock performance than many of its competitors.

Q. Financial stocks accounted for the portfolio's largest weighting. How did they do?

A. It was a mixed bag. Good performers included Bank of America, a long-term fund holding, which successfully integrated its merger with NationsBank and realized benefits in savings through cost consolidation. Household International, a consumer financing company, benefited from positive demand trends that produced better-than-expected earnings growth. Interest-rate cuts also gave the company an immediate positive impact on its borrowing costs. On the down side, American Express, Bank of New York and Wells Fargo all had disappointing performance. American Express' credit card business suffered from lower-than-expected growth in business travel and entertainment expenditures, and its investment arm was hurt by a weaker stock market. Bank of New York's custody and processing business was affected by slowing growth in assets from its mutual fund and investment management clients. Along with most of its counterparts, Wells Fargo's venture capital business lost money and the company had to take write-downs.

Q. What's your outlook, Steve?

A. I believe that, over time, lower interest rates should eventually have a positive effect on the economy and on business trends, though we may be in for more bad news during the next several months. Because value stocks generally held their value during the first half of the year - even though earnings expectations were down dramatically across the board - it's an indication that the environment for these stocks was not as negative as many thought. These factors make me optimistic about the long-term prospects for value stocks, and I have positioned the fund with an eye to the economy's eventual recovery.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2001, more than $10.8 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 10.7%

Auto Components - 0.7%

Johnson Controls, Inc.

284,700

$ 20,632,209

Snap-On, Inc.

1,102,000

26,624,320

TRW, Inc.

801,700

32,869,700

80,126,229

Automobiles - 0.2%

Ford Motor Co.

854,200

20,970,610

Hotels Restaurants & Leisure - 1.7%

Mandalay Resort Group (a)

793,600

21,744,640

McDonald's Corp.

1,594,000

43,133,640

MGM Mirage, Inc. (a)

1,249,270

37,428,129

Park Place Entertainment Corp. (a)

1,302,900

15,765,090

Six Flags, Inc. (a)

1,086,356

22,856,930

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

37,927,964

178,856,393

Household Durables - 0.8%

Black & Decker Corp.

595,500

23,498,430

Fortune Brands, Inc.

676,000

25,931,360

Maytag Corp.

991,520

29,011,875

Whirlpool Corp.

182,300

11,393,750

89,835,415

Media - 3.7%

Clear Channel Communications, Inc. (a)

813,500

51,006,450

Fox Entertainment Group, Inc.
Class A (a)

1,251,600

34,919,640

Gannett Co., Inc.

136,400

8,988,760

News Corp. Ltd. sponsored ADR

729,701

25,665,024

Reader's Digest Association, Inc.
Class A (non-vtg.)

1,357,303

39,022,461

Tribune Co.

710,500

28,427,105

Viacom, Inc. Class B (non-vtg.) (a)

3,344,218

173,063,282

Walt Disney Co.

1,342,900

38,796,381

399,889,103

Multiline Retail - 1.8%

Big Lots, Inc. (a)

2,020,156

27,635,738

Costco Wholesale Corp. (a)

459,290

19,258,030

Dillards, Inc. Class A

432,800

6,608,856

Federated Department Stores, Inc. (a)

953,000

40,502,500

JCPenney Co., Inc.

232,600

6,131,336

Kmart Corp. (a)

454,800

5,216,556

Sears, Roebuck & Co.

285,200

12,066,812

Target Corp.

1,166,100

40,347,060

Wal-Mart Stores, Inc.

629,300

30,709,840

188,476,728

Specialty Retail - 1.7%

AutoNation, Inc.

689,800

8,001,680

Charming Shoppes, Inc. (a)

612,800

3,744,208

Gap, Inc.

1,713,600

49,694,400

Shares

Value (Note 1)

Office Depot, Inc. (a)

2,062,900

$ 21,412,902

Pep Boys-Manny, Moe & Jack

450,800

5,062,484

Staples, Inc. (a)

3,626,562

54,470,961

The Limited, Inc.

2,635,400

43,536,808

185,923,443

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

14,156,604

TOTAL CONSUMER DISCRETIONARY

1,158,234,525

CONSUMER STAPLES - 5.2%

Beverages - 0.1%

PepsiCo, Inc.

352,800

15,593,760

Food & Drug Retailing - 0.0%

Rite Aid Corp. warrants 6/27/06 (a)(g)

25,358

126,790

Food Products - 0.8%

ConAgra Foods, Inc.

906,700

17,961,727

H.J. Heinz Co.

454,600

18,588,594

Kellogg Co.

68,400

1,983,600

Kraft Foods, Inc. Class A

412,700

12,793,700

Tyson Foods, Inc. Class A

339,900

3,130,479

Unilever PLC

3,307,614

28,445,501

82,903,601

Household Products - 1.4%

Kimberly-Clark Corp.

1,042,700

58,286,930

Procter & Gamble Co.

1,236,800

78,907,840

The Dial Corp.

712,800

10,157,400

147,352,170

Personal Products - 1.2%

Avon Products, Inc.

915,600

42,373,968

Gillette Co.

3,178,120

92,133,699

134,507,667

Tobacco - 1.7%

Philip Morris Companies, Inc.

3,559,700

180,654,775

TOTAL CONSUMER STAPLES

561,138,763

ENERGY - 12.4%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

1,658,000

55,543,000

Halliburton Co.

2,896,500

103,115,400

Schlumberger Ltd. (NY Shares)

984,000

51,807,600

210,466,000

Oil & Gas - 10.4%

BP PLC sponsored ADR

3,305,342

164,771,299

Burlington Resources, Inc.

238,900

9,544,055

Chevron Corp.

976,471

88,370,626

CNOOC Ltd. sponsored ADR

258,900

4,906,155

Conoco, Inc.:

Class A

788,400

22,232,880

Class B

2,354,415

68,042,594

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Devon Energy Corp.

293,965

$ 15,433,145

Exxon Mobil Corp.

4,402,718

384,577,417

Royal Dutch Petroleum Co.
(NY Shares)

1,840,400

107,240,108

TotalFinaElf SA:

Series B

448,000

62,746,880

sponsored ADR

2,183,396

153,274,399

USX - Marathon Group

1,621,100

47,838,661

1,128,978,219

TOTAL ENERGY

1,339,444,219

FINANCIALS - 27.6%

Banks - 9.5%

Bank of America Corp.

2,438,190

146,364,546

Bank of New York Co., Inc.

3,077,800

147,734,400

Bank One Corp.

2,266,538

81,142,060

Comerica, Inc.

1,601,800

92,263,680

First Union Corp.

1,753,222

61,257,577

FleetBoston Financial Corp.

1,786,800

70,489,260

Mellon Financial Corp.

2,266,900

104,277,400

PNC Financial Services Group, Inc.

504,800

33,210,792

U.S. Bancorp

4,855,638

110,659,990

Washington Mutual, Inc.

333,900

12,537,945

Wells Fargo & Co.

3,612,000

167,705,160

1,027,642,810

Diversified Financials - 14.0%

American Express Co.

2,728,816

105,878,061

Brascan Corp. Class A (ltd. vtg.)

2,213,200

38,036,634

Charles Schwab Corp.

1,432,400

21,915,720

Citigroup, Inc.

7,879,120

416,332,675

Fannie Mae

4,762,300

405,509,845

Freddie Mac

851,500

59,605,000

Household International, Inc.

2,289,547

152,712,785

J.P. Morgan Chase & Co.

3,879,950

173,045,770

Merrill Lynch & Co., Inc.

108,400

6,422,700

Morgan Stanley Dean Witter & Co.

1,384,000

88,894,320

Nomura Securities Co. Ltd.

1,622,000

31,082,263

Washington Mutual Capital Trust unit (a)(e)

339,000

18,136,500

1,517,572,273

Insurance - 3.2%

ACE Ltd.

1,474,100

57,622,569

Allstate Corp.

666,500

29,319,335

American International Group, Inc.

590,950

50,821,700

Conseco, Inc.

1,497,300

20,438,145

Hartford Financial Services
Group, Inc.

1,490,300

101,936,520

Highlands Insurance Group, Inc. (a)

371,100

1,799,835

Shares

Value (Note 1)

Marsh & McLennan Companies, Inc.

192,300

$ 19,422,300

The Chubb Corp.

314,100

24,320,763

The St. Paul Companies, Inc.

323,500

16,398,215

UnumProvident Corp.

682,100

21,909,052

343,988,434

Real Estate - 0.9%

Crescent Real Estate Equities Co.

810,400

19,911,528

Duke-Weeks Realty Corp.

434,622

10,800,357

Equity Office Properties Trust

524,500

16,589,935

Equity Residential Properties Trust (SBI)

649,500

36,729,225

Public Storage, Inc.

609,700

18,077,605

102,108,650

TOTAL FINANCIALS

2,991,312,167

HEALTH CARE - 5.7%

Health Care Equipment & Supplies - 0.5%

Becton, Dickinson & Co.

680,800

24,365,832

Guidant Corp. (a)

865,680

31,164,480

55,530,312

Health Care Providers & Services - 0.6%

HCA - The Healthcare Co.

671,450

30,342,826

McKesson HBOC, Inc.

943,200

35,011,584

65,354,410

Pharmaceuticals - 4.6%

American Home Products Corp.

648,000

37,869,120

Bristol-Myers Squibb Co.

2,674,200

139,860,660

Eli Lilly & Co.

1,789,700

132,437,800

Merck & Co., Inc.

1,583,100

101,175,921

Sanofi-Synthelabo SA

91,800

6,044,479

Schering-Plough Corp.

2,129,530

77,174,167

494,562,147

TOTAL HEALTH CARE

615,446,869

INDUSTRIALS - 14.4%

Aerospace & Defense - 2.4%

Boeing Co.

465,400

25,876,240

General Dynamics Corp.

505,700

39,348,517

Honeywell International, Inc.

1,758,825

61,541,287

Lockheed Martin Corp.

767,900

28,450,695

Raytheon Co.

576,500

15,306,075

United Technologies Corp.

1,195,400

87,575,004

258,097,818

Building Products - 0.3%

Masco Corp.

1,265,800

31,594,368

Commercial Services & Supplies - 1.7%

Avery Dennison Corp.

410,900

20,976,445

IMS Health, Inc.

1,368,800

39,010,800

New England Business Service, Inc.

207,200

3,978,240

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Per-Se Technologies, Inc. (a)

9,540

$ 77,751

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Pitney Bowes, Inc.

1,582,000

66,633,840

R.R. Donnelley & Sons Co.

535,300

15,898,410

Republic Services, Inc. (a)

826,400

16,404,040

Viad Corp.

775,800

20,481,120

183,460,646

Electrical Equipment - 0.2%

Rockwell International Corp.

485,000

18,488,200

Industrial Conglomerates - 5.3%

General Electric Co.

5,731,040

279,388,200

Minnesota Mining &
Manufacturing Co.

326,300

37,230,830

Textron, Inc.

1,527,400

84,068,096

Tyco International Ltd.

3,126,846

170,413,107

571,100,233

Machinery - 2.9%

Briggs & Stratton Corp.

49,700

2,092,370

Caterpillar, Inc.

1,367,900

68,463,395

CNH Global NV

60,800

360,544

Deere & Co.

1,467,850

55,558,123

Eaton Corp.

428,300

30,023,830

Illinois Tool Works, Inc.

514,400

32,561,520

Ingersoll-Rand Co.

1,074,144

44,254,733

Kennametal, Inc.

513,334

18,942,025

Navistar International Corp. (a)

387,600

10,903,188

Parker-Hannifin Corp.

1,047,700

44,464,388

Pentair, Inc.

300,200

10,146,760

317,770,876

Road & Rail - 1.6%

Burlington Northern Santa Fe Corp.

2,998,700

90,470,779

CSX Corp.

660,400

23,932,896

Norfolk Southern Corp.

410,900

8,505,630

Union Pacific Corp.

1,015,900

55,783,069

178,692,374

TOTAL INDUSTRIALS

1,559,204,515

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.3%

Motorola, Inc.

1,890,400

31,305,024

Computers & Peripherals - 2.4%

Compaq Computer Corp.

2,255,200

34,933,048

Dell Computer Corp. (a)

2,266,600

61,424,860

Hewlett-Packard Co.

1,766,500

50,521,900

Shares

Value (Note 1)

International Business Machines Corp.

806,600

$ 91,145,800

NCR Corp. (a)

412,200

19,373,400

257,399,008

Electronic Equipment & Instruments - 0.5%

Arrow Electronics, Inc. (a)

357,200

8,676,388

Avnet, Inc.

851,730

19,095,787

Thermo Electron Corp. (a)

1,295,400

28,524,708

56,296,883

IT Consulting & Services - 0.5%

Computer Sciences Corp. (a)

702,000

24,289,200

Unisys Corp. (a)

1,820,017

26,772,450

51,061,650

Semiconductor Equipment & Products - 0.6%

Intel Corp.

1,948,400

59,406,716

National Semiconductor Corp. (a)

408,000

11,880,960

71,287,676

Software - 0.8%

Computer Associates
International, Inc.

838,900

30,200,400

Microsoft Corp. (a)

786,400

56,628,664

86,829,064

TOTAL INFORMATION TECHNOLOGY

554,179,305

MATERIALS - 5.8%

Chemicals - 2.6%

Arch Chemicals, Inc.

352,800

7,701,624

Crompton Corp.

783,351

8,538,526

Dow Chemical Co.

1,112,300

36,983,975

E.I. du Pont de Nemours and Co.

1,072,649

51,744,588

Great Lakes Chemical Corp.

1,060,100

32,704,085

Hercules Trust II unit (a)

15,700

6,515,500

Hercules, Inc.

649,700

7,341,610

IMC Global, Inc.

1,119,500

11,418,900

Millennium Chemicals, Inc.

853,650

12,847,433

Olin Corp.

712,700

12,108,773

PolyOne Corp.

979,200

10,193,472

Praxair, Inc.

1,203,612

56,569,764

Solutia, Inc.

1,862,800

23,750,700

278,418,950

Containers & Packaging - 0.3%

Ball Corp.

254,479

12,103,021

Smurfit-Stone Container Corp. (a)

1,134,900

17,738,487

29,841,508

Metals & Mining - 1.7%

Alcoa, Inc.

2,163,016

85,222,830

Allegheny Technologies, Inc.

459,450

8,311,451

Dofasco, Inc.

926,300

14,928,481

Newmont Mining Corp.

446,300

8,305,643

Nucor Corp.

540,900

26,444,601

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Pechiney SA Series A

351,311

$ 17,908,430

Phelps Dodge Corp.

556,500

23,094,750

184,216,186

Paper & Forest Products - 1.2%

Bowater, Inc.

798,600

35,729,364

Georgia-Pacific Group

1,454,500

49,234,825

International Paper Co.

542,500

19,367,250

Weyerhaeuser Co.

469,900

25,830,403

130,161,842

TOTAL MATERIALS

622,638,486

TELECOMMUNICATION SERVICES - 6.0%

Diversified Telecommunication Services - 6.0%

AT&T Corp.

3,251,121

71,524,662

BellSouth Corp.

4,583,199

184,565,424

British Telecommunications PLC sponsored ADR

113,700

7,350,705

Korea Telecom sponsored ADR

103,000

2,263,940

Qwest Communications
International, Inc.

965,260

30,762,836

SBC Communications, Inc.

5,353,193

214,448,912

Verizon Communications

2,592,502

138,698,857

649,615,336

UTILITIES - 2.3%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

997,100

46,036,107

Cinergy Corp.

415,000

14,504,250

DPL, Inc.

99,554

2,883,084

Entergy Corp.

2,434,600

93,464,294

Niagara Mohawk Holdings, Inc. (a)

1,682,100

29,756,349

Northeast Utilities

491,200

10,192,400

Southern Co.

1,054,600

24,519,450

221,355,934

Gas Utilities - 0.1%

Kinder Morgan Management LLC

113,600

7,781,600

Multi-Utilities - 0.2%

SCANA Corp.

722,500

20,519,000

TOTAL UTILITIES

249,656,534

TOTAL COMMON STOCKS

(Cost $7,879,050,126)

10,300,870,719

Preferred Stocks - 1.3%

Shares

Value (Note 1)

Convertible Preferred Stocks - 1.2%

CONSUMER DISCRETIONARY - 0.4%

Hotels Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

388,400

$ 11,846,200

Media - 0.3%

Cox Communications, Inc. $6.858 PRIZES

154,200

8,812,530

MediaOne Group, Inc.
(Vodafone Group PLC):

$3.04 PIES

317,100

8,442,788

$3.63 PIES

213,500

12,302,938

29,558,256

TOTAL CONSUMER DISCRETIONARY

41,404,456

FINANCIALS - 0.2%

Insurance - 0.2%

ACE Ltd. $4.125 PRIDES

225,800

17,680,140

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Raytheon Co. $4.12

177,700

8,640,663

Airlines - 0.0%

Continental Airlines Capital Trust $3.00 (e)

111,200

5,636,450

TOTAL INDUSTRIALS

14,277,113

INFORMATION TECHNOLOGY - 0.1%

IT Consulting & Services - 0.1%

Electronic Data Systems Corp. $3.00

227,800

12,005,060

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

11,816,442

UTILITIES - 0.3%

Electric Utilities - 0.2%

TXU Corp. $1.6575 PRIDES

398,400

17,928,000

Gas Utilities - 0.1%

NiSource, Inc. $3.875 PIES

299,300

14,815,350

TOTAL UTILITIES

32,743,350

TOTAL CONVERTIBLE PREFERRED STOCKS

129,926,561

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

25,523

$ 2,718,200

TOTAL PREFERRED STOCKS

(Cost $136,749,036)

132,644,761

Corporate Bonds - 1.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 1.3%

CONSUMER DISCRETIONARY - 0.5%

Hotels Restaurants & Leisure - 0.0%

Royal Caribbean Cruises Ltd. 0% 2/2/21

Baa3

$ 15,369,000

5,575,720

Media - 0.4%

Adelphia Communications Corp. 6% 2/15/06

B3

9,440,000

9,102,048

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

26,600,000

11,048,842

Liberty Media Corp.3.5% 1/15/31 (e)

Baa3

11,400,000

8,892,000

News America, Inc. liquid yield option note 0% 2/28/21 (e)

Baa3

22,670,000

11,391,675

40,434,565

Specialty Retail - 0.1%

Lowe's Companies, Inc. liquid yield option note 0% 2/16/21 (e)

A3

7,800,000

5,511,012

Venator Group, Inc. 5.5% 6/1/08 (e)

B2

2,850,000

3,313,125

8,824,137

TOTAL CONSUMER DISCRETIONARY

54,834,422

FINANCIALS - 0.5%

Diversified Financials - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (e)

-

3,680,000

3,836,400

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,545,675

Real Estate - 0.4%

Liberty Property LP 8.3% 7/6/01

Baa3

27,685,000

40,420,100

TOTAL FINANCIALS

48,802,175

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.1%

Machinery - 0.1%

Briggs & Stratton Corp. 5% 5/15/06 (e)

Ba1

$ 1,370,000

$ 1,448,775

SPX Corp. liquid yield option note 0% 2/6/21 (e)

Ba3

19,570,000

13,180,395

14,629,170

INFORMATION TECHNOLOGY - 0.1%

Computers & Peripherals - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

6,362,795

Semiconductor Equipment & Products - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

6,720,000

5,409,600

TOTAL INFORMATION TECHNOLOGY

11,772,395

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (e)

B1

13,390,000

8,167,900

5.25% 1/15/10

B1

6,710,000

4,093,100

12,261,000

TOTAL CONVERTIBLE BONDS

142,299,162

Nonconvertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

570,000

347,700

Hotels Restaurants & Leisure - 0.1%

Domino's, Inc. 10.375% 1/15/09

B3

840,000

858,900

Extended Stay America, Inc. 9.875% 6/15/11 (e)

B2

800,000

794,000

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

900,000

909,000

Park Place Entertainment Corp. 8.125% 5/15/11 (e)

Ba2

1,115,000

1,106,638

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

940,000

958,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

1,175,000

1,257,250

5,884,588

Household Durables - 0.0%

American Greetings Corp. 11.75% 7/15/08 (e)

Ba3

60,000

58,050

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 0.1%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

$ 1,005,000

$ 934,650

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 0% 1/15/10 (d)

B2

2,475,000

1,658,250

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

3,760,000

2,105,600

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

240,000

240,000

Quebecor Media, Inc. 11.125% 7/15/11 (e)

B2

800,000

798,000

Radio One, Inc. 8.875% 7/1/11 (e)

B3

1,190,000

1,190,000

Telemundo Holdings, Inc. 0% 8/15/08 (d)

B3

15,000

11,550

Telewest PLC yankee 11% 10/1/07

B2

2,905,000

2,411,150

UIH Australia/Pacific, Inc. 14% 5/15/06

Caa2

1,115,000

334,500

United Pan-Europe Communications NV yankee 0% 2/1/10 (d)

Caa1

1,335,000

220,275

9,903,975

Multiline Retail - 0.0%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

110,000

91,300

6.9% 8/15/26

Ba2

240,000

230,400

7.375% 6/15/04

Ba2

110,000

105,050

7.375% 8/15/08

Ba2

130,000

115,700

7.4% 4/1/37

Ba2

115,000

105,800

648,250

TOTAL CONSUMER DISCRETIONARY

16,842,563

CONSUMER STAPLES - 0.0%

Food & Drug Retailing - 0.0%

Rite Aid Corp. 12.5% 9/15/06 (e)

-

1,285,000

1,387,800

ENERGY - 0.0%

Oil & Gas - 0.0%

Chesapeake Energy Corp. 8.125% 4/1/11 (e)

B2

1,885,000

1,762,475

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - 0.0%

Diversified Financials - 0.0%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

$ 1,055,000

$ 1,076,100

CanWest Media, Inc. 10.625% 5/15/11 (e)

B2

785,000

794,813

1,870,913

Real Estate - 0.0%

Meditrust Corp. 7.82% 9/10/26

Ba3

735,000

705,600

TOTAL FINANCIALS

2,576,513

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

DaVita, Inc. 9.25% 4/15/11 (e)

B2

640,000

656,000

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,195,000

1,224,875

1,880,875

INDUSTRIALS - 0.0%

Building Products - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

1,005,000

1,005,000

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

1,125,000

1,068,750

MATERIALS - 0.0%

Chemicals - 0.0%

IMC Global, Inc. 10.875% 6/1/08 (e)

Ba1

735,000

727,650

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

840,000

840,000

1,567,650

Containers & Packaging - 0.0%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11 (e)

B2

110,000

110,550

Metals & Mining - 0.0%

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

680,000

670,820

TOTAL MATERIALS

2,349,020

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

835,000

642,950

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Triton PCS, Inc. 0% 5/1/08 (d)

B3

$ 1,625,000

$ 1,283,750

1,926,700

Wireless Telecommunication Services - 0.1%

American Tower Corp. 9.375% 2/1/09 (e)

B3

985,000

920,975

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,965,000

1,955,175

Nextel Communications, Inc. 0% 10/31/07 (d)

B1

2,535,000

1,673,100

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

2,010,000

462,300

5,011,550

TOTAL TELECOMMUNICATION SERVICES

6,938,250

UTILITIES - 0.1%

Electric Utilities - 0.1%

AES Corp.:

8% 12/31/08

Ba1

1,295,000

1,223,775

9.375% 9/15/10

Ba1

1,100,000

1,100,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

915,000

823,500

6.25% 3/1/04

B3

375,000

326,250

6.75% 10/1/23

B3

1,120,000

884,800

4,358,325

Multi-Utilities - 0.0%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (e)

Baa2

875,000

875,000

TOTAL UTILITIES

5,233,325

TOTAL NONCONVERTIBLE BONDS

41,044,571

TOTAL CORPORATE BONDS

(Cost $186,978,655)

183,343,733

Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Tenneco Automotive, Inc.:

Tranche B term loan 8.09% 12/30/07 (f)

B2

550,000

473,000

Tranche C term loan 8.34% 6/30/08 (f)

B2

550,000

473,000

946,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (f)

Ba3

$ 846,483

$ 840,134

Tranche C term loan 6.9399% 7/21/07 (f)

Ba3

1,015,779

1,008,161

1,848,295

TOTAL FLOATING RATE LOANS

(Cost $2,639,811)

2,794,295

Cash Equivalents - 1.8%

Shares

Fidelity Cash Central Fund, 4.09% (c)

161,485,669

161,485,669

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

33,305,019

33,305,019

TOTAL CASH EQUIVALENTS

(Cost $194,790,688)

194,790,688

TOTAL INVESTMENT
PORTFOLIO - 100.0%

(Cost $8,400,208,316)

10,814,444,196

NET OTHER ASSETS - 0.0%

3,641,659

NET ASSETS - 100%

$ 10,818,085,855

Security Type Abbreviations

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIERS

-

Preferred Income Equity Redeemable Security

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $96,105,783 or 0.9% of net assets.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 126,790

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,452,929,488 and $1,184,533,055.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $91,060 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $126,790 or 0.0% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $7,040,000. The weighted average interest rate was 5.24%. Interest expense includes $1,024 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loans were outstanding amounted to $4,526,000. The weighted average interest rate was 5.31%. Interest expense includes $2,669 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $2,794,295 or 0.0% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,404,424,411. Net unrealized appreciation aggregated $2,410,019,785, of which $2,981,360,293 related to appreciated investment securities and $571,340,508 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $31,998,816) (cost $8,400,208,316) - See accompanying schedule

$ 10,814,444,196

Receivable for investments sold

24,291,668

Receivable for fund shares sold

18,905,919

Dividends receivable

13,086,351

Interest receivable

3,724,665

Other receivables

34,744

Total assets

10,874,487,543

Liabilities

Payable for investments purchased

$ 12,626,037

Payable for fund shares redeemed

5,354,650

Accrued management fee

4,343,235

Distribution fees payable

87,182

Other payables and
accrued expenses

685,565

Collateral on securities loaned,
at value

33,305,019

Total liabilities

56,401,688

Net Assets

$ 10,818,085,855

Net Assets consist of:

Paid in capital

$ 8,134,172,386

Undistributed net investment income

76,429,853

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

193,310,334

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

2,414,173,282

Net Assets

$ 10,818,085,855

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($9,933,097,284 ÷
418,816,835 shares)

$23.72

Service Class:
Net Asset Value, offering price
and redemption price per
share ($759,757,518 ÷
32,121,573 shares)

$23.65

Service Class 2:
Net Asset Value, offering price
and redemption price per
share ($125,231,053 ÷
5,309,462 shares)

$23.59

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 99,021,916

Interest

8,468,944

Security lending

187,200

107,678,060

Less foreign taxes withheld

(1,931,040)

Total income

105,747,020

Expenses

Management fee

$ 25,312,029

Transfer agent fees

3,499,175

Distribution fees

434,255

Accounting and security lending fees

447,524

Non-interested trustees' compensation

5,454

Custodian fees and expenses

92,466

Registration fees

4,929

Audit

33,536

Legal

27,406

Interest

3,693

Reports to shareholders

952,176

Miscellaneous

3,532

Total expenses before reductions

30,816,175

Expense reductions

(757,519)

30,058,656

Net investment income

75,688,364

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

198,780,684

Foreign currency transactions

(100,930)

198,679,754

Change in net unrealized appreciation (depreciation) on:

Investment securities

(381,248,460)

Assets and liabilities in
foreign currencies

(35,598)

(381,284,058)

Net gain (loss)

(182,604,304)

Net increase (decrease) in net assets resulting from operations

$ (106,915,940)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 75,688,364

$ 172,079,690

Net realized gain (loss)

198,679,754

500,168,037

Change in net unrealized appreciation (depreciation)

(381,284,058)

94,926,588

Net increase (decrease) in net assets resulting from operations

(106,915,940)

767,174,315

Distributions to shareholders
From net investment income

(175,168,717)

(187,986,087)

From net realized gain

(493,630,239)

(694,753,499)

Total distributions

(668,798,956)

(882,739,586)

Share transactions - net increase (decrease)

949,906,874

(692,163,922)

Total increase (decrease) in net assets

174,191,978

(807,729,193)

Net Assets

Beginning of period

10,643,893,877

11,451,623,070

End of period (including undistributed net investment income of $76,429,853 and
$170,138,206, respectively)

$ 10,818,085,855

$ 10,643,893,877

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

49,070,831

$ 1,173,373,633

45,973,673

$ 1,098,402,964

Reinvested

25,863,824

625,387,254

38,143,296

847,544,035

Redeemed

(46,687,585)

(1,109,454,422)

(121,903,326)

(2,861,778,639)

Net increase (decrease)

28,247,070

$ 689,306,465

(37,786,357)

$ (915,831,640)

Service Class
Sold

6,895,101

$ 164,018,051

9,905,652

$ 235,854,814

Reinvested

1,673,998

40,376,818

1,585,963

35,176,653

Redeemed

(1,392,544)

(32,407,189)

(3,590,373)

(84,741,881)

Net increase (decrease)

7,176,555

$ 171,987,680

7,901,242

$ 186,289,586

Service Class 2 A
Sold

3,908,816

$ 92,463,010

1,666,464

$ 39,694,526

Reinvested

126,086

3,034,884

852

18,898

Redeemed

(295,865)

(6,885,165)

(96,891)

(2,335,292)

Net increase (decrease)

3,739,037

$ 88,612,729

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 164,164,158

$ 180,623,926

Service Class

10,221,979

7,358,208

Service Class 2 A

782,580

3,953

Total

$ 175,168,717

$ 187,986,087

From net realized gain
Initial Class

$ 461,223,096

$ 666,920,109

Service Class

30,154,839

27,818,445

Service Class 2 A

2,252,304

14,945

Total

$ 493,630,239

$ 694,753,499

$ 668,798,956

$ 882,739,586

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.17 D

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

(.37)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

(.20)

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.42)

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(1.60)

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 23.72

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

(.90)%

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,933,097

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.58% A

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after all
expense reductions

.56% A, F

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.45% A

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

23% A

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.16

.37

.38

.36

.05

Net realized and unrealized gain (loss)

(.38)

1.46

1.11

2.31

.78

Total from investment operations

(.22)

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.40)

(.43) G

(.38)

(.34)

-

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

-

Total distributions

(1.58)

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 23.65

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(.99)%

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 759,758

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.68% A

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after all expense reductions

.66% A, F

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.35% A

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

23% A

22%

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 25.41

$ 25.18

Income from Investment Operations

Net investment income D

.14

.32

Net realized and unrealized gain (loss)

(.37)

1.95

Total from investment operations

(.23)

2.27

Less Distributions

From net investment income

(.41)

(.43) G

From net realized gain

(1.18)

(1.61) G

Total distributions

(1.59)

(2.04)

Net asset value, end of period

$ 23.59

$ 25.41

Total Return B, C

(1.03)%

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 125,231

$ 39,911

Ratio of expenses to average net assets

.84% A

.83% A

Ratio of expenses to average net assets after all expense reductions

.82% A, F

.82% A, F

Ratio of net investment income to average net assets

1.19% A

1.41% A

Portfolio turnover rate

23% A

22%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class

-23.53%

14.47%

17.17%

Russell 3000 Growth Index

-35.31%

11.24%

13.38%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

14.51%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $48,772 - a 387.72% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,105 - a 251.05% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Microsoft Corp.

6.3

Intel Corp.

4.3

Pfizer, Inc.

4.1

General Electric Co.

3.8

AOL Time Warner, Inc.

2.9

21.4

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

31.0

Health Care

17.5

Consumer Discretionary

16.8

Financials

12.5

Industrials

8.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.7%

Short-Term Investments and Net Other Assets

1.3%



* Foreign investments 5.5%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the six months that ended June 30, 2001, the fund outperformed both the Russell 3000 ® Growth Index - which returned -13.25% - and the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund topped the -35.31% return of the Russell index, but trailed its Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. The past six months were an unusually tough environment for growth stocks, as many of the excesses of the Internet bubble evaporated. In addition to a slowing economy and restricted corporate budgets, we saw a particularly high degree of volatility in growth industries such as technology and telecommunications. The fund's underweightings in these two groups during the period helped its performance. Overall, mid-cap, cyclical and value stocks had the upper hand over large-cap growth stocks during the period.

Q. How did you navigate the technology sector during the period?

A. Rich valuations continued to concern me, and several tech groups suffered from overcapacity and weak demand. That being said, the fund did have close to one-third of its investments in technology at the end of the period. A good portion of that was allotted to personal computer-related stocks such as Microsoft, Dell and Intel. I liked the new product cycles for both Microsoft and Intel, and Dell continued to capture share as the leading low-cost provider of PCs. Also, while these stocks were affected by the slowing economy, they weren't as vulnerable to overcapacity caused by the Internet craze as several other technology groups were. Microsoft was the fund's single best performer during the period, and Dell also contributed positively. Intel disappointed, but I felt the stock remained a good long-term investment.

Q. The fund's energy stocks performed well during the period, as did its finance-related investments. Why?

A. Over the long run, it is becoming incrementally harder to find oil and natural gas as easily exploitable reserves are becoming depleted. This mega-trend benefits companies that supply equipment and services for drilling. We saw a strong period for these companies as high oil and gas prices stimulated drilling activity. Weatherford International and Smith International were two stocks that performed well. However, I expect to see volatile shorter-term cycles within this longer-term trend as increased supply temporarily depresses prices and drilling activity declines. Hence, I don't regard energy services as a buy-and-hold group. In terms of the fund's finance holdings, lower interest rates helped bank stocks such as Bank One and Bank of America, as well as government mortgage lenders Fannie Mae and Freddie Mac.

Q. Stable-growth stocks such as pharmaceuticals typically perform well in times of volatility, but drug stocks stumbled during this period. Why?

A. Delayed product approvals, heightened government scrutiny and a peak year for patent expirations all conspired to work against the big drug companies. Schering-Plough - which makes the popular allergy drug Claritin - and Bristol-Myers Squibb, which makes the diabetes drug Glucophage, each faced patent issues and experienced difficulty getting new drugs approved during the period. Their stock performance suffered as a result.

Q. Which other stocks performed well during the period? Which holdings proved disappointing?

A. IBM was a good stock during the period, as it benefited from a new mainframe-related product release. I was a little late to the retail stock rally, but Home Depot also performed well. Other disappointments included Internet infrastructure stocks Cisco and Sun Microsystems, as well as EMC, which specializes in data storage.

Q. What's your outlook?

A. I'll be looking to position the fund more aggressively during the next few months. We're in a falling interest-rate environment - with no signs of inflation - and I think the Federal Reserve Board ultimately will be successful at stimulating the economy. That said, I'm optimistic about companies that are economically sensitive, including technology, and will look to increase the fund's cyclical exposure as evidence of a recovery becomes more apparent.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2001, more than $15.2 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.8%

Hotels, Restaurants & Leisure - 2.0%

Brinker International, Inc. (a)

1,970,550

$ 50,938,718

Darden Restaurants, Inc.

802,100

22,378,590

Harrah's Entertainment, Inc. (a)

1,177,200

41,555,160

McDonald's Corp.

2,833,100

76,663,686

Outback Steakhouse, Inc. (a)

873,910

25,168,608

Tricon Global Restaurants, Inc. (a)

1,726,850

75,808,715

Wendy's International, Inc.

553,200

14,128,728

306,642,205

Household Durables - 1.4%

Black & Decker Corp.

616,140

24,312,884

Centex Corp.

268,400

10,937,300

D.R. Horton, Inc.

822,600

18,673,020

Lennar Corp.

393,700

16,417,290

Maytag Corp.

817,300

23,914,198

Nintendo Co. Ltd.

94,200

17,145,125

Pulte Homes, Inc.

680,000

28,988,400

Sony Corp.

1,270,900

83,625,218

224,013,435

Leisure Equipment & Products - 0.8%

Hasbro, Inc.

2,178,300

31,476,435

Mattel, Inc.

4,868,300

92,108,236

123,584,671

Media - 5.6%

AOL Time Warner, Inc. (a)

8,481,052

449,495,756

AT&T Corp. - Liberty Media Group
Class A (a)

2,907,780

50,857,072

Clear Channel Communications, Inc. (a)

1,372,000

86,024,400

Comcast Corp. Class A (special) (a)

804,600

34,959,870

Cox Communications, Inc. Class A (a)

1,367,800

60,593,540

Fox Entertainment Group, Inc. Class A (a)

347,600

9,698,040

United Pan-Europe Communications
NV sponsored ADR (a)

2,089,700

5,307,838

UnitedGlobalCom, Inc. Class A (a)

928,200

8,019,648

Viacom, Inc. Class B (non-vtg.) (a)

2,884,125

149,253,469

854,209,633

Multiline Retail - 2.8%

Costco Wholesale Corp. (a)

745,000

31,237,850

Dillards, Inc. Class A

1,254,130

19,150,565

Family Dollar Stores, Inc.

534,300

13,694,109

Federated Department Stores, Inc. (a)

576,300

24,492,750

JCPenney Co., Inc.

1,048,800

27,646,368

Kmart Corp. (a)

5,336,600

61,210,802

Sears, Roebuck & Co.

985,480

41,695,659

Wal-Mart Stores, Inc.

4,184,800

204,218,240

423,346,343

Specialty Retail - 4.2%

Abercrombie & Fitch Co. Class A (a)

1,355,400

60,315,300

AutoZone, Inc. (a)

1,671,300

62,673,750

Best Buy Co., Inc. (a)

1,139,500

72,381,040

Gap, Inc.

2,774,300

80,454,700

Shares

Value (Note 1)

Home Depot, Inc.

4,886,700

$ 227,475,885

Lowe's Companies, Inc.

726,700

52,722,085

O'Reilly Automotive, Inc. (a)

1,209,600

34,292,160

Toys 'R' Us, Inc. (a)

1,993,480

49,338,630

639,653,550

TOTAL CONSUMER DISCRETIONARY

2,571,449,837

CONSUMER STAPLES - 6.2%

Beverages - 1.7%

Pepsi Bottling Group, Inc.

1,168,200

46,844,820

PepsiAmericas, Inc.

1,031,800

13,722,940

PepsiCo, Inc.

841,600

37,198,720

The Coca-Cola Co.

3,686,700

165,901,500

263,667,980

Food & Drug Retailing - 1.3%

CVS Corp.

1,110,400

42,861,440

Rite Aid Corp. (a)

5,999,590

53,996,310

Rite Aid Corp. (a)(d)

1,450,000

11,745,000

Walgreen Co.

2,666,260

91,052,779

199,655,529

Food Products - 0.6%

Kraft Foods, Inc. Class A

1,482,900

45,969,900

Quaker Oats Co.

392,600

35,824,750

81,794,650

Household Products - 0.7%

Kimberly-Clark Corp.

940,900

52,596,310

Procter & Gamble Co.

723,460

46,156,748

98,753,058

Personal Products - 1.0%

Gillette Co.

5,347,000

155,009,530

Tobacco - 0.9%

Philip Morris Companies, Inc.

2,746,600

139,389,950

TOTAL CONSUMER STAPLES

938,270,697

ENERGY - 2.9%

Energy Equipment & Services - 2.9%

Baker Hughes, Inc.

1,557,570

52,178,595

BJ Services Co. (a)

1,834,260

52,056,299

Coflexip SA sponsored ADR

776,900

50,226,585

Global Industries Ltd. (a)

1,904,900

24,992,288

Halliburton Co.

1,236,900

44,033,640

National-Oilwell, Inc. (a)

1,567,500

42,009,000

Smith International, Inc. (a)

765,750

45,868,425

Stolt Offshore SA (a)

1,796,600

22,935,237

Transocean Sedco Forex, Inc.

780,000

32,175,000

Varco International, Inc. (a)

1,421,000

26,444,810

Weatherford International, Inc. (a)

1,068,640

51,294,720

444,214,599

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - 12.5%

Banks - 2.8%

Bank of America Corp.

1,169,200

$ 70,187,076

Bank of New York Co., Inc.

355,100

17,044,800

Bank One Corp.

5,752,890

205,953,462

FleetBoston Financial Corp.

2,391,452

94,342,781

Mellon Financial Corp.

934,200

42,973,200

430,501,319

Diversified Financials - 6.6%

American Express Co.

3,415,300

132,513,640

Capital One Financial Corp.

821,600

49,296,000

Charles Schwab Corp.

3,252,950

49,770,135

Citigroup, Inc.

3,152,710

166,589,196

Daiwa Securities Group, Inc.

6,397,000

66,934,612

Fannie Mae

918,500

78,210,275

Freddie Mac

942,600

65,982,000

Goldman Sachs Group, Inc.

265,800

22,805,640

J.P. Morgan Chase & Co.

833,800

37,187,480

MBNA Corp.

505,900

16,669,405

Merrill Lynch & Co., Inc.

918,500

54,421,125

Moody's Corp.

438,900

14,703,150

Morgan Stanley Dean Witter & Co.

812,000

52,154,760

Nikko Securities Co. Ltd.

9,697,000

77,672,408

Nomura Securities Co. Ltd.

4,062,000

77,839,799

State Street Corp.

756,200

37,424,338

1,000,173,963

Insurance - 3.1%

ACE Ltd.

495,500

19,369,095

AFLAC, Inc.

2,002,420

63,056,206

Allstate Corp.

253,400

11,147,066

American General Corp.

1,794,800

83,368,460

American International Group, Inc.

1,836,946

157,977,356

Marsh & McLennan Companies, Inc.

438,600

44,298,600

MBIA, Inc.

1,098,900

61,186,752

Xl Capital Ltd. Class A

376,510

30,911,471

471,315,006

TOTAL FINANCIALS

1,901,990,288

HEALTH CARE - 17.5%

Biotechnology - 4.0%

Abgenix, Inc. (a)

1,300,642

56,903,088

Alkermes, Inc. (a)

1,152,700

40,263,811

Amgen, Inc. (a)

2,820,500

175,012,025

Genentech, Inc. (a)

1,096,800

60,433,680

Geneva Proteomics (a)(d)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

1,270,500

75,823,440

Medarex, Inc. (a)

1,687,600

39,709,228

Millennium Pharmaceuticals, Inc. (a)

2,537,680

86,027,352

Shares

Value (Note 1)

Protein Design Labs, Inc. (a)

775,200

$ 65,194,320

QLT, Inc. (a)

389,100

7,710,040

611,619,984

Health Care Equipment & Supplies - 1.3%

Bausch & Lomb, Inc.

337,400

12,227,376

Guidant Corp. (a)

806,400

29,030,400

Medtronic, Inc.

3,269,800

150,443,498

191,701,274

Health Care Providers & Services - 1.8%

Cardinal Health, Inc.

800,800

55,255,200

Health Management Associates, Inc. Class A (a)

88,600

1,864,144

McKesson HBOC, Inc.

3,290,300

122,135,936

Tenet Healthcare Corp. (a)

1,827,700

94,291,043

273,546,323

Pharmaceuticals - 10.4%

American Home Products Corp.

2,649,200

154,819,248

Bristol-Myers Squibb Co.

2,785,400

145,676,420

Cambridge Antibody Technology
Group PLC (a)

1,018,375

29,864,918

Elan Corp. PLC sponsored ADR (a)

1,553,350

94,754,350

Eli Lilly & Co.

2,824,500

209,013,000

Johnson & Johnson

2,166,500

108,325,000

Merck & Co., Inc.

2,154,160

137,672,366

Pfizer, Inc.

15,758,235

631,117,312

Pharmacia Corp.

1,448,100

66,540,195

Watson Pharmaceuticals, Inc. (a)

302,900

18,670,756

1,596,453,565

TOTAL HEALTH CARE

2,673,321,146

INDUSTRIALS - 8.1%

Aerospace & Defense - 0.0%

Goodrich Corp.

124,290

4,720,534

Airlines - 1.1%

AMR Corp. (a)

1,272,780

45,985,541

Continental Airlines, Inc. Class B (a)

834,300

41,089,275

Delta Air Lines, Inc.

989,200

43,603,936

Northwest Airlines Corp. (a)

1,447,500

34,233,375

164,912,127

Commercial Services & Supplies - 0.6%

Automatic Data Processing, Inc.

812,000

40,356,400

Concord EFS, Inc. (a)

632,400

35,123,496

DST Systems, Inc. (a)

264,900

13,960,230

89,440,126

Construction & Engineering - 0.5%

Fluor Corp.

1,536,310

69,364,397

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.3%

Mitsubishi Electric Corp.

9,393,000

$ 46,543,248

Molex, Inc. Class A (non-vtg.)

26,600

783,370

47,326,618

Industrial Conglomerates - 4.3%

General Electric Co.

11,994,200

584,717,250

Minnesota Mining & Manufacturing Co.

623,880

71,184,708

655,901,958

Machinery - 0.1%

Illinois Tool Works, Inc.

313,900

19,869,870

Road & Rail - 1.2%

Burlington Northern Santa Fe Corp.

1,812,800

54,692,176

Canadian National Railway Co.

1,527,210

61,955,904

Union Pacific Corp.

1,292,150

70,951,957

187,600,037

TOTAL INDUSTRIALS

1,239,135,667

INFORMATION TECHNOLOGY - 31.0%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

14,866,620

287,966,429

Comverse Technology, Inc. (a)

868,200

50,017,002

McDATA Corp.:

Class A (a)

1,219,500

24,329,025

Class B

317,400

7,204,980

Nortel Networks Corp.

1,716,500

15,602,985

QUALCOMM, Inc. (a)

1,979,300

112,721,135

Tellium, Inc.

22,500

382,950

498,224,506

Computers & Peripherals - 6.8%

Apple Computer, Inc. (a)

1,538,800

37,223,572

Compaq Computer Corp.

5,173,700

80,140,613

Dell Computer Corp. (a)

9,521,700

258,038,070

EMC Corp. (a)

3,004,740

87,287,697

Gateway, Inc. (a)

1,499,100

24,660,195

Hewlett-Packard Co.

2,696,400

77,117,040

International Business Machines Corp.

2,343,100

264,770,300

Lexmark International, Inc. Class A (a)

1,228,700

82,630,075

StorageNetworks, Inc.

1,365,700

23,134,958

Sun Microsystems, Inc. (a)

6,752,300

109,387,260

1,044,389,780

Electronic Equipment & Instruments - 1.1%

Agilent Technologies, Inc. (a)

1,067,760

34,702,200

Avnet, Inc.

1,353,800

30,352,196

Sanmina Corp. (a)

1,487,700

35,853,570

SCI Systems, Inc. (a)

2,727,200

69,543,600

170,451,566

Shares

Value (Note 1)

Internet Software & Services - 0.4%

Jupiter Media Metrix, Inc. (a)

769,800

$ 985,344

Openwave Systems, Inc.

689,200

22,385,216

VeriSign, Inc. (a)

621,807

36,176,731

59,547,291

Semiconductor Equipment & Products - 10.2%

Altera Corp. (a)

1,899,050

56,325,823

Analog Devices, Inc. (a)

911,600

39,426,700

Applied Materials, Inc. (a)

2,204,500

113,377,435

ASML Holding NV (NY Shares) (a)

527,600

11,897,380

Cabot Microelectronics Corp. (a)

312,000

19,503,120

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

1,531,700

38,736,693

Integrated Circuit Systems, Inc. (a)

863,200

16,487,120

Integrated Device Technology, Inc. (a)

528,900

15,909,312

Intel Corp.

21,640,100

659,806,649

KLA-Tencor Corp. (a)

1,166,000

68,444,200

LAM Research Corp. (a)

1,716,600

51,583,830

Lattice Semiconductor Corp. (a)

570,500

14,097,055

Micron Technology, Inc. (a)

2,509,300

103,132,230

National Semiconductor Corp. (a)

527,700

15,366,624

QLogic Corp. (a)

117,137

7,544,794

Semtech Corp. (a)

278,500

8,895,290

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

3,662,120

55,627,603

Teradyne, Inc. (a)

1,770,300

58,596,930

Texas Instruments, Inc.

5,052,200

159,144,300

Xilinx, Inc. (a)

1,130,000

47,516,500

1,561,419,588

Software - 9.2%

Adobe Systems, Inc.

1,548,400

72,697,380

BEA Systems, Inc. (a)

263,500

8,753,470

Compuware Corp. (a)

1,265,000

17,279,900

Electronic Arts, Inc. (a)

1,393,800

80,129,562

Inktomi Corp. (a)

1,435,800

13,123,212

Intuit, Inc. (a)

13,300

516,040

Microsoft Corp. (a)

13,315,923

958,879,614

Oracle Corp. (a)

3,365,870

66,173,004

PeopleSoft, Inc. (a)

2,183,800

105,477,540

VERITAS Software Corp. (a)

1,144,598

77,741,096

1,400,770,818

TOTAL INFORMATION TECHNOLOGY

4,734,803,549

MATERIALS - 0.3%

Chemicals - 0.3%

Dow Chemical Co.

592,700

19,707,275

Lyondell Chemical Co.

2,101,500

32,321,070

52,028,345

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 1.6%

AT&T Corp.

3,689,400

$ 81,166,800

BellSouth Corp.

1,253,400

50,474,418

SBC Communications, Inc.

2,810,023

112,569,521

TeraBeam Networks (d)

60,800

60,800

244,271,539

Wireless Telecommunication Services - 1.1%

Nextel Communications, Inc. Class A (a)

3,108,570

53,840,432

Sprint Corp. - PCS Group Series 1 (a)

1,674,780

40,445,937

Vodafone Group PLC

33,837,911

75,627,506

169,913,875

TOTAL TELECOMMUNICATION SERVICES

414,185,414

UTILITIES - 0.7%

Electric Utilities - 0.4%

AES Corp. (a)

1,385,100

59,628,555

Multi-Utilities - 0.3%

Enron Corp.

869,400

42,600,600

TOTAL UTILITIES

102,229,155

TOTAL COMMON STOCKS

(Cost $13,180,210,937)

15,071,628,697

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (d)
(Cost $1,528,257)

88,646

150,698

U.S. Government Agency Obligations - 0.0%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Fannie Mae 5.5% 5/2/06 (Cost $3,592,346)

AA-

$ 3,605,000

3,568,950

Cash Equivalents - 1.7%

Shares

Fidelity Cash Central Fund, 4.09% (c)

150,356,676

150,356,676

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

114,404,700

114,404,700

TOTAL CASH EQUIVALENTS

(Cost $264,761,376)

264,761,376

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $13,450,092,916)

15,340,109,721

NET OTHER ASSETS - (0.4)%

(68,167,020)

NET ASSETS - 100%

$ 15,271,942,701

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

Rite Aid Corp.

6/27/01

$ 10,875,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $9,321,978,439 and $8,719,063,613, respectively, of which long-term U.S. government and government agency obligations aggregated $3,592,346 and $0, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $565,765 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $16,499,498 or 0.1% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $12,935,500. The weighted average interest rate was 4.94%. At period end there were no interfund loans outstanding.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $13,586,203,933. Net unrealized appreciation aggregated $1,753,905,788, of which $2,853,694,129 related to appreciated investment securities and $1,099,788,341 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities loaned of $107,022,945)
(cost $13,450,092,916) -
See accompanying schedule

$ 15,340,109,721

Receivable for investments sold

153,738,092

Receivable for fund shares sold

6,830,618

Dividends receivable

12,322,608

Interest receivable

619,920

Other receivables

278,359

Total assets

15,513,899,318

Liabilities

Payable to custodian bank

$ 10,280

Payable for investments purchased

110,545,539

Payable for fund shares redeemed

9,351,904

Accrued management fee

7,426,895

Distribution fees payable

172,162

Other payables and
accrued expenses

45,137

Collateral on securities loaned,
at value

114,404,700

Total liabilities

241,956,617

Net Assets

$ 15,271,942,701

Net Assets consist of:

Paid in capital

$ 14,313,888,157

Undistributed net
investment income

17,677,687

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(949,610,316)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

1,889,987,173

Net Assets

$ 15,271,942,701

Initial Class:
Net Asset Value, offering price
and redemption price per share
($13,371,788,843 ÷
362,531,300 shares)

$36.88

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,786,692,791 ÷
48,605,584 shares)

$36.76

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($113,461,067 ÷

3,097,125 shares)

$36.63

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 54,605,054

Interest

13,062,680

Security lending

693,431

Total income

68,361,165

Expenses

Management fee

$ 45,636,564

Transfer agent fees

5,134,794

Distribution fees

989,544

Accounting and security lending fees

565,123

Custodian fees and expenses

243,373

Registration fees

52,869

Audit

46,986

Legal

41,620

Interest

3,553

Reports to shareholders

1,311,082

Miscellaneous

5,495

Total expenses before reductions

54,031,003

Expense reductions

(3,114,210)

50,916,793

Net investment income

17,444,372

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(785,064,504)

Foreign currency transactions

(325,425)

(785,389,929)

Change in net unrealized
appreciation (depreciation) on:
Investment securities

Change in net unrealized
appreciation (depreciation) on:
Investment securities

(927,614,409)

Assets and liabilities in
foreign currencies

(47,213)

(927,661,622)

Net gain (loss)

(1,713,051,551)

Net increase (decrease) in net assets resulting from operations

$ (1,695,607,179)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,444,372

$ 11,145,934

Net realized gain (loss)

(785,389,929)

1,012,598,310

Change in net unrealized appreciation (depreciation)

(927,661,622)

(3,219,390,093)

Net increase (decrease) in net assets resulting from operations

(1,695,607,179)

(2,195,645,849)

Distributions to shareholders
From net investment income

(10,651,148)

(20,008,543)

From net realized gain

(960,548,930)

(2,010,393,014)

In excess of net realized gain

(163,985,157)

-

Total distributions

(1,135,185,235)

(2,030,401,557)

Share transactions - net increase (decrease)

681,319,116

3,588,722,111

Total increase (decrease) in net assets

(2,149,473,298)

(637,325,295)

Net Assets

Beginning of period

17,421,415,999

18,058,741,294

End of period (including undistributed net investment income of $17,677,687 and $10,649,233, respectively)

$ 15,271,942,701

$ 17,421,415,999

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

18,466,905

$ 708,653,046

60,790,422

$ 3,083,045,212

Reinvested

24,560,455

1,006,978,664

38,128,847

1,912,161,690

Redeemed

(35,931,376)

(1,350,612,480)

(55,558,216)

(2,766,549,803)

Net increase (decrease)

7,095,984

$ 365,019,230

43,361,053

$ 2,228,657,099

Service Class
Sold

7,673,568

$ 293,233,615

25,312,442

$ 1,274,031,890

Reinvested

3,016,784

123,326,141

2,363,626

118,228,594

Redeemed

(4,537,204)

(168,989,344)

(1,943,579)

(95,706,253)

Net increase (decrease)

6,153,148

$ 247,570,412

25,732,489

$ 1,296,554,231

Service Class 2 A
Sold

1,774,037

$ 67,885,955

1,360,003

$ 65,671,999

Reinvested

119,736

4,880,430

225

11,273

Redeemed

(111,199)

(4,036,911)

(45,677)

(2,172,491)

Net increase (decrease)

1,782,574

$ 68,729,474

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 10,599,775

$ 19,026,484

Service Class

-

981,965

Service Class 2 A

51,373

94

Total

$ 10,651,148

$ 20,008,543

From net realized gain
Initial Class

$ 851,081,961

$ 1,893,135,205

Service Class

105,342,109

117,246,629

Service Class 2 A

4,124,860

11,180

Total

$ 960,548,930

$ 2,010,393,014

In excess of net realized gain
Initial Class

$ 145,296,928

$ -

Service Class

17,984,032

-

Service Class 2 A

704,197

-

Total

$ 163,985,157

$ -

$ 1,135,185,235

$ 2,030,401,557

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.04 D

.03 D

.07 D

.08 D

.20 D

.22

Net realized and unrealized gain (loss)

(3.97)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(3.93)

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.03)

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

In excess of net realized gain

(.41)

-

-

-

-

-

Total distributions

(2.85)

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 36.88

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(9.66)%

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,371,789

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.68% A

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after all
expense reductions

.64% A, F

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.24% A

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

114% A

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

.03

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(3.96)

(5.25)

15.07

12.83

.14

Total from investment operations

(3.93)

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

-

(.05)

(.08)

(.19)

-

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

-

In excess of net realized gain

(.41)

-

-

-

-

Total distributions

(2.82)

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 36.76

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(9.69)%

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,786,693

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.78% A

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after all expense reductions

.74% A, F

.74% F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

.13% A

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

114% A

103%

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 43.43

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.00)

(.09)

Net realized and unrealized gain (loss)

(3.95)

(3.86)

Total from investment operations

(3.95)

(3.95)

Less Distributions

From net investment income

(.03)

(.05)

From net realized gain

(2.41)

(5.97)

In excess of net realized gain

(.41)

-

Total distributions

(2.85)

(6.02)

Net asset value, end of period

$ 36.63

$ 43.43

Total Return B, C

(9.76)%

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 113,461

$ 57,095

Ratio of expenses to average net assets

.93% A

.91% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.90% A, F

Ratio of net investment income (loss) to average net assets

(.02)% A

(.19)% A

Portfolio turnover rate

114% A

103%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class

-6.93%

11.79%

S&P 500

-14.83%

12.95%

Variable Annuity Growth & Income
Funds Average

0.72%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity growth & income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 247 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class on December 31, 1996, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $16,511 - a 65.11% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $17,298 - a 72.98% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

5.2

Freddie Mac

4.8

Microsoft Corp.

4.5

Philip Morris Companies, Inc.

4.3

General Electric Co.

4.0

22.8

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.4

Consumer Discretionary

18.0

Consumer Staples

11.0

Industrials

8.9

Information Technology

8.8

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks and
Equity Futures

85.5%

Bonds

1.7%

Short-Term
Investments and
Net Other Assets

12.8%



* Foreign investments 1.1%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six months ending June 30, 2001, the fund edged the -6.70% return of the Standard & Poor's 500 Index, while trailing the -2.59% return of the Lipper Inc. variable annuity growth & income funds average. For the 12 months that ended June 30, 2001, the fund's returns again fell in between its benchmarks, beating the -14.83% return of the S&P 500®, but lagging the 0.72% mark posted by the Lipper average.

Q. Why did the fund outperform the index but trail the Lipper average during the six-month period?

A. Relative to the S&P 500, the fund benefited from a lighter emphasis on technology and telecommunications stocks. In addition, I overweighted defensive sectors such as financial services and consumer staples for their reliable earnings growth, which worked out well. Financial stocks were particularly helped by rapidly falling interest rates, as the Federal Reserve Board lowered short-term rates six times during the period. Conversely, I underweighted health care, especially drug stocks. This was a timely move, as large-cap drug stocks pulled back sharply near the end of the period. There are lots of popular drugs with expiring patents, and in many cases there appears to be nothing in the product pipeline to replace them. On the negative side, I trimmed the fund's positions in its two largest financial holdings early in the period and invested most of the proceeds in investment brokerage stocks, which turned out to be premature. I reasoned that brokers would benefit if rates dropped further. Moreover, if companies tried to cut costs through mergers and acquisitions, that would likely benefit brokerage stocks, too. By the end of the period, however, these expected benefits had not materialized to any significant degree, which hurt performance relative to the Lipper average. Additionally, the typical fund in the Lipper average is tilted more heavily in favor of value stocks, to which investors turned as growth stocks fell and the economy slowed.

Q. You carried a relatively high level of cash throughout the first half of 2001. Why was that?

A. It was hard to find good buying opportunities. For example, many investors had been relying on the energy sector as a relatively safe haven while growth stocks were declining, but after two years of high energy prices we were beginning to see more production coming on line. I thought we might be entering a period of softer energy prices, and we saw some indication that the tightness in supply could be easing toward the end of the period. These conditions made energy stocks less attractive investments.

Q. What stocks did well for the fund?

A. Fannie Mae and Freddie Mac, mentioned favorably in the shareholder report six months ago, repeated as strong performers. Falling interest rates helped to boost Fannie's and Freddie's already healthy profit margins. Another stock that aided performance was Philip Morris. The stock's improving fortunes were traceable to lessening investor concern over smoking-related lawsuits and renewed respect for the value of the company's core cigarette business as a result of plans to spin off its Kraft food division.

Q. What stocks detracted from performance?

A. The list of detractors was populated with tech and telecommunications stocks, including Cisco Systems, Sun Microsystems, Nextel Communications, Pegasus Communications and Vodafone Group. With the exception of Cisco, these were stocks I underweighted compared to the index. Nevertheless, they posted negative returns that hurt the fund's absolute performance. The fund no longer owned Vodafone Group at the end of the period.

Q. What's your outlook, Louis?

A. My main concern is with corporate earnings, which continue to come in below drastically scaled-back estimates in many cases. Related concerns are the levels of consumer spending and capital spending, both of which need to improve in order for the economy to return to a reasonably healthy rate of growth. Lower interest rates should certainly help to stimulate consumer spending - and, to a much lesser extent, capital spending - but time is of the essence. The longer it takes for the economy to recover, the greater the danger of things getting worse before they improve.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2001, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.3%

Automobiles - 0.4%

Ford Motor Co.

208,900

$ 5,128,495

Hotels, Restaurants & Leisure - 0.6%

Brinker International, Inc. (a)

179,500

4,640,075

McDonald's Corp.

119,100

3,222,846

7,862,921

Media - 11.4%

Comcast Corp. Class A (special) (a)

136,900

5,948,305

EchoStar Communications Corp.
Class A (a)

952,000

29,864,240

Gannett Co., Inc.

137,700

9,074,430

Gemstar-TV Guide International, Inc. (a)

102,100

4,289,221

General Motors Corp. Class H

667,600

13,518,900

Knight-Ridder, Inc.

140,800

8,349,440

McGraw-Hill Companies, Inc.

212,700

14,070,105

Omnicom Group, Inc.

309,400

26,608,400

Pegasus Communications Corp. (a)

809,900

13,954,577

The New York Times Co. Class A

190,300

7,992,600

Viacom, Inc. Class B (non-vtg.) (a)

132,292

6,846,132

140,516,350

Multiline Retail - 2.8%

Kohls Corp. (a)

112,200

7,038,306

Wal-Mart Stores, Inc.

562,500

27,450,000

34,488,306

Specialty Retail - 1.1%

Home Depot, Inc.

274,900

12,796,595

TOTAL CONSUMER DISCRETIONARY

200,792,667

CONSUMER STAPLES - 11.0%

Beverages - 1.0%

The Coca-Cola Co.

288,500

12,982,500

Food & Drug Retailing - 1.4%

Kroger Co. (a)

181,800

4,545,000

Walgreen Co.

359,700

12,283,755

16,828,755

Food Products - 0.6%

Unilever NV (NY Shares)

117,600

7,005,432

Household Products - 1.8%

Colgate-Palmolive Co.

193,400

11,408,666

Kimberly-Clark Corp.

186,400

10,419,760

21,828,426

Personal Products - 1.9%

Gillette Co.

814,500

23,612,355

Tobacco - 4.3%

Philip Morris Companies, Inc.

1,050,760

53,326,070

TOTAL CONSUMER STAPLES

135,583,538

Shares

Value (Note 1)

ENERGY - 5.2%

Oil & Gas - 5.2%

Exxon Mobil Corp.

738,328

$ 64,492,951

FINANCIALS - 20.4%

Banks - 2.5%

Bank One Corp.

314,100

11,244,780

PNC Financial Services Group, Inc.

138,500

9,111,915

Wells Fargo & Co.

224,300

10,414,249

30,770,944

Diversified Financials - 14.4%

Capital One Financial Corp.

179,500

10,770,000

Fannie Mae

508,900

43,332,835

Freddie Mac

838,032

58,662,240

Merrill Lynch & Co., Inc.

461,000

27,314,250

Morgan Stanley Dean Witter & Co.

584,800

37,561,704

177,641,029

Insurance - 1.9%

American International Group, Inc.

271,806

23,375,273

Real Estate - 1.6%

Equity Office Properties Trust

294,000

9,299,220

Equity Residential Properties Trust (SBI)

177,400

10,031,970

19,331,190

TOTAL FINANCIALS

251,118,436

HEALTH CARE - 8.0%

Biotechnology - 2.2%

Amgen, Inc. (a)

430,900

26,737,345

Pharmaceuticals - 5.8%

Abbott Laboratories

135,400

6,500,554

Allergan, Inc.

101,300

8,661,150

American Home Products Corp.

48,000

2,805,120

Bristol-Myers Squibb Co.

192,200

10,052,060

Eli Lilly & Co.

119,100

8,813,400

Merck & Co., Inc.

78,600

5,023,326

Pfizer, Inc.

549,200

21,995,460

Schering-Plough Corp.

47,200

1,710,528

Teva Pharmaceutical Industries Ltd. sponsored ADR

89,700

5,579,340

71,140,938

TOTAL HEALTH CARE

97,878,283

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.7%

Boeing Co.

102,900

5,721,240

United Technologies Corp.

48,000

3,516,480

9,237,720

Airlines - 0.3%

Mesaba Holdings, Inc. (a)

378,900

3,364,632

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Building Products - 0.4%

Masco Corp.

201,900

$ 5,039,424

Commercial Services & Supplies - 1.4%

Avery Dennison Corp.

224,700

11,470,935

IMS Health, Inc.

199,900

5,697,150

17,168,085

Industrial Conglomerates - 4.0%

General Electric Co.

1,022,800

49,861,500

Machinery - 0.4%

Eaton Corp.

65,000

4,556,500

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

357,400

10,782,758

Union Pacific Corp.

183,300

10,065,003

20,847,761

TOTAL INDUSTRIALS

110,075,622

INFORMATION TECHNOLOGY - 8.8%

Communications Equipment - 0.8%

Cisco Systems, Inc. (a)

492,000

9,530,040

Computers & Peripherals - 2.0%

Dell Computer Corp. (a)

436,300

11,823,730

EMC Corp. (a)

106,600

3,096,730

Sun Microsystems, Inc. (a)

613,400

9,937,080

24,857,540

Semiconductor Equipment & Products - 0.2%

LSI Logic Corp. (a)

101,300

1,904,440

Software - 5.8%

Adobe Systems, Inc.

300,900

14,127,255

Microsoft Corp. (a)

761,200

54,814,012

Oracle Corp. (a)

144,700

2,844,802

71,786,069

TOTAL INFORMATION TECHNOLOGY

108,078,089

MATERIALS - 1.0%

Chemicals - 0.6%

E.I. du Pont de Nemours and Co.

140,800

6,792,192

Containers & Packaging - 0.0%

Ball Corp.

3

143

Paper & Forest Products - 0.4%

Mead Corp.

190,300

5,164,742

TOTAL MATERIALS

11,957,077

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 2.3%

BellSouth Corp.

182,000

7,329,140

Qwest Communications International, Inc.

187,200

5,966,064

Shares

Value (Note 1)

SBC Communications, Inc.

334,830

$ 13,413,290

Sprint Corp. - FON Group

95,100

2,031,336

28,739,830

Wireless Telecommunication Services - 1.7%

Nextel Communications, Inc. Class A (a)

1,211,400

20,981,448

TOTAL TELECOMMUNICATION SERVICES

49,721,278

UTILITIES - 0.5%

Electric Utilities - 0.5%

AES Corp. (a)

154,321

6,643,519

TOTAL COMMON STOCKS

(Cost $999,489,094)

1,036,341,460

Convertible Bonds - 1.7%

Moody's Ratings (unaudited)

Principal
Amount

CONSUMER DISCRETIONARY - 1.7%

Media - 1.7%

EchoStar Communications Corp. 5.75% 5/15/08 (c)
(Cost $20,315,224)

Caa1

$ 21,240,000

20,496,600

U.S. Treasury Obligations - 0.3%

U.S. Treasury Bills, yield at date of purchase 3.99% 7/12/01 (d)
(Cost $3,595,254)

-

3,600,000

3,596,720

Cash Equivalents - 13.6%

Shares

Fidelity Cash Central Fund, 4.09% (b)
(Cost $167,940,674)

167,940,674

167,940,674

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,191,340,246)

1,228,375,454

NET OTHER ASSETS - 0.3%

4,257,646

NET ASSETS - 100%

$ 1,232,633,100

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

58 S&P 500 Stock Index Contracts

Sept. 2001

$ 17,859,650

$ (878,081)

The face value of futures purchased as a percentage of net assets - 1.4%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $20,496,600 or 1.7% of net assets.

(d) 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 $1,348,770.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $450,564,942 and $370,272,931, respectively.

The market value of futures contracts opened and closed during the period amounted to $82,378,849 and $122,495,430, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,192 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,195,363,183. Net unrealized appreciation aggregated $33,012,271, of which $142,274,598 related to appreciated investment securities and $109,262,327 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (cost $1,191,340,246) -
See accompanying schedule

$ 1,228,375,454

Receivable for investments sold

2,558,428

Receivable for fund shares sold

1,420,070

Dividends receivable

1,121,748

Interest receivable

679,934

Receivable for daily variation on futures contracts

66,150

Other receivables

329

Total assets

1,234,222,113

Liabilities

Payable for investments purchased

$ 694,168

Payable for fund shares redeemed

305,240

Accrued management fee

486,963

Distribution fees payable

26,083

Other payables and
accrued expenses

76,559

Total liabilities

1,589,013

Net Assets

$ 1,232,633,100

Net Assets consist of:

Paid in capital

$ 1,222,705,513

Undistributed net investment income

8,079,954

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(34,309,494)

Net unrealized appreciation (depreciation) on investments

36,157,127

Net Assets

$ 1,232,633,100

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($949,934,785 ÷
69,566,243 shares)

$13.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($255,086,063 ÷
18,775,879 shares)

$13.59

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($27,612,252 ÷

2,038,756 shares)

$13.54

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,406,866

Interest

5,217,249

Security lending

4,668

Total income

11,628,783

Expenses

Management fee

$ 2,875,774

Transfer agent fees

395,529

Distribution fees

137,030

Accounting and security lending fees

147,214

Non-interested trustees' compensation

2,097

Custodian fees and expenses

9,538

Audit

11,403

Legal

4,459

Miscellaneous

15,497

Total expenses before reductions

3,598,541

Expense reductions

(116,708)

3,481,833

Net investment income

8,146,950

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(28,918,591)

Foreign currency transactions

12

Futures contracts

(5,106,718)

(34,025,297)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(45,812,225)

Assets and liabilities in
foreign currencies

(78)

Futures contracts

1,337,199

(44,475,104)

Net gain (loss)

(78,500,401)

Net increase (decrease) in net assets resulting from operations

$ (70,353,451)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 8,146,950

$ 15,412,988

Net realized gain (loss)

(34,025,297)

51,522,057

Change in net unrealized appreciation (depreciation)

(44,475,104)

(117,592,479)

Net increase (decrease) in net assets resulting from operations

(70,353,451)

(50,657,434)

Distributions to shareholders
From net investment income

(15,500,793)

(14,244,192)

From net realized gain

(50,237,278)

(92,962,107)

Total distributions

(65,738,071)

(107,206,299)

Share transactions - net increase (decrease)

131,312,801

40,278,821

Total increase (decrease) in net assets

(4,778,721)

(117,584,912)

Net Assets

Beginning of period

1,237,411,821

1,354,996,733

End of period (including undistributed net investment income of $8,079,954 and $15,511,227, respectively)

$ 1,232,633,100

$ 1,237,411,821

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,899,736

$ 68,366,881

8,109,723

$ 126,150,301

Reinvested

3,712,724

53,277,595

6,348,551

97,958,146

Redeemed

(5,306,806)

(72,823,917)

(20,994,145)

(328,655,829)

Net increase (decrease)

3,305,654

$ 48,820,559

(6,535,871)

$ (104,547,382)

Service Class
Sold

4,466,721

$ 61,684,493

8,415,703

$ 130,655,851

Reinvested

812,592

11,603,819

601,152

9,239,713

Redeemed

(527,055)

(7,131,450)

(538,927)

(8,390,790)

Net increase (decrease)

4,752,258

$ 66,156,862

8,477,928

$ 131,504,774

Service Class 2 A
Sold

1,148,455

$ 15,865,878

904,808

$ 14,041,948

Reinvested

60,116

856,657

550

8,442

Redeemed

(28,597)

(387,155)

(46,576)

(728,961)

Net increase (decrease)

1,179,974

$ 16,335,380

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 12,653,429

$ 13,015,416

Service Class

2,643,908

1,227,654

Service Class 2 A

203,456

1,122

Total

$ 15,500,793

$ 14,244,192

From net realized gain

Initial Class

$ 40,624,166

$ 84,942,728

Service Class

8,959,911

8,012,059

Service Class 2 A

653,201

7,320

Total

$ 50,237,278

$ 92,962,107

$ 65,738,071

$ 107,206,299

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996 F

Net asset value, beginning of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.10 D

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.90)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.80)

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.19)

(.10)

-

(.08)

-

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(.80)

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 13.66

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(5.49)%

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 949,935

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets before
expense reductions

.58% A

.58%

.60%

.61%

.70%

196.29% A, H

Ratio of expenses to average net assets after
voluntary waivers

.58% A

.58%

.60%

.61%

.70%

1.00% A

Ratio of expenses to average net assets after all
expense reductions

.56% A, G

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.39% A

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.09

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.90)

(.80)

1.27

3.50

.49

Total from investment operations

(.81)

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.18)

(.19)

(.10)

-

(.08)

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

Total distributions

(.79)

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 13.59

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(5.58)%

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 255,086

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after all expense reductions

.66% A, G

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.29% A

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F For the period December 31, 1996 (commencement of operations of Initial Class shares).

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 15.17

$ 16.94

Income from Investment Operations

Net investment income D

.08

.15

Net realized and unrealized gain (loss)

(.91)

(.49)

Total from investment operations

(.83)

(.34)

Less Distributions

From net investment income

(.19)

(.19)

From net realized gain

(.61)

(1.24)

Total distributions

(.80)

(1.43)

Net asset value, end of period

$ 13.54

$ 15.17

Total Return B, C

(5.73)%

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,612

$ 13,025

Ratio of expenses to average net assets

.83% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.84% A, F

Ratio of net investment income to average net assets

1.13% A

1.00% A

Portfolio turnover rate

73% A

72%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class

-21.54%

7.31%

11.23%

S&P 500

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of com-mon stocks. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,961 - a 99.61% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

5.7

Microsoft Corp.

4.0

Citigroup, Inc.

3.9

Fannie Mae

2.8

Pfizer, Inc.

2.7

19.1

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.7

Information Technology

16.9

Consumer Discretionary

13.6

Industrials

12.4

Health Care

11.7

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

93.6%

Bonds

0.1%

Short-Term Investments and Net Other Assets

6.3%



* Foreign investments 1.8%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform, Bettina?

A. For the six-month period that ended June 30, 2001, the fund trailed the -6.70% return of the Standard & Poor's 500 Index, but outperformed the variable annuity growth funds average tracked by Lipper Inc., which fell 10.51%. For the 12 months ending June 30, 2001, the fund underperformed the S&P 500's return of -14.83% and marginally lagged the Lipper average return of -20.67%.

Q. What factors influenced the fund's return during the past six months?

A. Triggered by the six recent interest-rate cuts by the Federal Reserve Board, the market rotated to small- and mid-cap, economically sensitive stocks as investors looked beyond the current downturn toward what they wanted to own going forward. This rotation hurt the fund's performance. My focus was more defensive, with an emphasis on larger-cap, historically consistent growers. While I had some exposure to credit-sensitive and market-sensitive financials and industrials, it wasn't enough to fully benefit from the rotation.

Q. Why did the fund underperform the S&P 500?

A. Stock selection in pharmaceuticals and biotechnology was the biggest relative detractor to performance. Overweighting large-cap drug makers Schering-Plough, Eli Lilly and Bristol-Myers Squibb, and out-of-benchmark positions in biotech firms Immunex and Sepracor, were especially disappointing. These stocks suffered as concerns rose about international patent rights, and several of them encountered unexpected delays in new product releases and/or faced impending launches of competitive generic equivalents, which dimmed their prospects for growth.

Q. What strategies worked well?

A. Reflecting ongoing concerns about valuations and corporate capital spending in the technology sector, I had less exposure to the sector than did the benchmark, which was a plus on a relative basis, but a negative in absolute terms. I also had more exposure to the handful of tech stocks that performed well, including Microsoft and PeopleSoft, the top two contributors to the fund's return. In the end, my tech strategy was a big contributor to relative performance. In fact, this positioning helped the fund outpace both the index and the growth funds average in the final three months of the period.

Q. What else helped the fund outperform its growth fund peers?

A. Having greater exposure to the media industry was probably the fund's best contributor relative to the Lipper average - particularly some of the advertising-sensitive businesses that I owned as plays on an economic recovery. Fox Entertainment, AOL Time Warner and Viacom each had a strong six months, as did Univision Communications, a Spanish-language broadcasting company that targets a fast-growing market in the U.S.

Q. What were some of the other winners and losers during the past six months?

A. Praxair, a well-positioned industrial gas company that's very diversified globally, was a beneficiary of the rotation to economically cyclical names. Halliburton, the No. 1 provider of oil field services, was another strong contributor, boosted by the higher prices and increased exploration activity for oil and gas. Blue-chip technology companies highlighted the list of disappointments, including Cisco, Sun, EMC and Nortel, the last of which the fund no longer owned at the end of the period. A well-known old economy name, Coca-Cola, also had a difficult six months, caught in the rotation away from consistent growers. However, I think the company's new management is on the right track in its efforts to grow the business.

Q. What's your outlook, Bettina?

A. With the Fed's recent rate cuts, I'm hopeful that economic activity will stabilize and improve as we exit this calendar year. Still, I'm concerned that consumer spending could come under pressure as people feel the impact of recent layoff announcements. Against this backdrop, I feel the fund is well diversified with a mix of companies positioned to deliver their earnings and that appear reasonably valued. Given the recent rallies in technology and economically sensitive stocks - those that tend to quickly rise and fall in line with the economy - valuations in these sectors are no longer that compelling. As such, I expect that a lot more value is going to come from individual stock selection than from asset rotation or industry selection. I view this as a positive for how I manage the fund.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth

Start date: January 3, 1995

Size: as of June 30, 2001, more than $1.1 billion

Manager: Bettina Doulton, since 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Automobiles - 0.1%

Ford Motor Co.

42,600

$ 1,045,830

Hotels Restaurants & Leisure - 0.1%

MGM Mirage, Inc. (a)

42,700

1,279,292

Household Durables - 0.3%

Black & Decker Corp.

83,670

3,301,618

Media - 9.1%

AOL Time Warner, Inc. (a)

446,600

23,669,800

Charter Communications, Inc. Class A (a)

155,300

3,626,255

Clear Channel Communications, Inc. (a)

154,900

9,712,230

Fox Entertainment Group, Inc. Class A (a)

367,100

10,242,090

General Motors Corp. Class H

51,100

1,034,775

McGraw-Hill Companies, Inc.

79,700

5,272,155

Omnicom Group, Inc.

159,800

13,742,800

Univision Communications, Inc.
Class A (a)

272,200

11,644,716

Viacom, Inc. Class B (non-vtg.) (a)

365,620

18,920,835

Walt Disney Co.

141,000

4,073,490

101,939,146

Multiline Retail - 1.9%

Costco Wholesale Corp. (a)

45,700

1,916,201

Federated Department Stores, Inc. (a)

108,300

4,602,750

JCPenney Co., Inc.

178,900

4,715,804

Target Corp.

32,100

1,110,660

Wal-Mart Stores, Inc.

190,200

9,281,760

21,627,175

Specialty Retail - 2.1%

Abercrombie & Fitch Co. Class A (a)

41,900

1,864,550

Gap, Inc.

84,500

2,450,500

Home Depot, Inc.

185,000

8,611,750

Lowe's Companies, Inc.

118,000

8,560,900

Staples, Inc. (a)

133,700

2,008,174

23,495,874

TOTAL CONSUMER DISCRETIONARY

152,688,935

CONSUMER STAPLES - 6.6%

Beverages - 1.5%

PepsiCo, Inc.

21,000

928,200

The Coca-Cola Co.

369,100

16,609,500

17,537,700

Food & Drug Retailing - 0.2%

CVS Corp.

18,200

702,520

Rite Aid Corp. (a)

45,600

410,400

Rite Aid Corp. (a)(d)

108,000

874,800

1,987,720

Food Products - 0.1%

Kraft Foods, Inc. Class A

37,200

1,153,200

Household Products - 1.4%

Colgate-Palmolive Co.

58,400

3,445,016

Shares

Value (Note 1)

Kimberly-Clark Corp.

107,600

$ 6,014,840

Procter & Gamble Co.

95,220

6,075,036

15,534,892

Personal Products - 1.9%

Avon Products, Inc.

51,100

2,364,908

Gillette Co.

646,670

18,746,963

21,111,871

Tobacco - 1.5%

Philip Morris Companies, Inc.

328,420

16,667,315

TOTAL CONSUMER STAPLES

73,992,698

ENERGY - 5.7%

Energy Equipment & Services - 1.7%

Baker Hughes, Inc.

34,300

1,149,050

Cooper Cameron Corp. (a)

64,500

3,599,100

Halliburton Co.

264,800

9,426,880

Schlumberger Ltd. (NY Shares)

72,900

3,838,185

Transocean Sedco Forex, Inc.

23,600

973,500

18,986,715

Oil & Gas - 4.0%

BP PLC sponsored ADR

165,590

8,254,662

Chevron Corp.

71,000

6,425,500

Conoco, Inc. Class B

110,700

3,199,230

Exxon Mobil Corp.

263,700

23,034,195

TotalFinaElf SA:

Series B

6,153

861,789

sponsored ADR

40,105

2,815,371

44,590,747

TOTAL ENERGY

63,577,462

FINANCIALS - 21.7%

Banks - 3.4%

Bank of America Corp.

260,400

15,631,812

Bank One Corp.

63,800

2,284,040

FleetBoston Financial Corp.

290,400

11,456,280

Mellon Financial Corp.

14,600

671,600

PNC Financial Services Group, Inc.

50,300

3,309,237

Wells Fargo & Co.

115,900

5,381,237

38,734,206

Diversified Financials - 14.7%

American Express Co.

59,900

2,324,120

Citigroup, Inc.

835,500

44,147,820

Fannie Mae

364,800

31,062,720

Freddie Mac

392,500

27,475,000

J.P. Morgan Chase & Co.

461,400

20,578,440

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

175,700

11,285,211

Stilwell Financial, Inc.

21,400

718,184

USA Education, Inc.

76,900

5,613,700

164,511,495

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

Allstate Corp.

153,000

$ 6,730,470

American International Group, Inc.

353,062

30,363,332

Hartford Financial Services Group, Inc.

45,600

3,119,040

40,212,842

TOTAL FINANCIALS

243,458,543

HEALTH CARE - 11.7%

Biotechnology - 0.9%

Amgen, Inc. (a)

98,700

6,124,335

Immunex Corp. (a)

85,790

1,462,720

Sepracor, Inc. (a)

63,200

2,510,304

10,097,359

Health Care Equipment & Supplies - 0.7%

Guidant Corp. (a)

209,100

7,527,600

Health Care Providers & Services - 1.1%

AmeriSource Health Corp. Class A (a)

16,497

912,284

Cardinal Health, Inc.

128,705

8,880,645

McKesson HBOC, Inc.

70,300

2,609,536

12,402,465

Pharmaceuticals - 9.0%

American Home Products Corp.

270,100

15,784,644

Bristol-Myers Squibb Co.

410,300

21,458,690

Eli Lilly & Co.

149,200

11,040,800

Forest Laboratories, Inc. (a)

59,800

4,245,800

Merck & Co., Inc.

68,200

4,358,662

Pfizer, Inc.

768,593

30,782,150

Pharmacia Corp.

68,300

3,138,385

Schering-Plough Corp.

290,200

10,516,848

101,325,979

TOTAL HEALTH CARE

131,353,403

INDUSTRIALS - 12.4%

Air Freight & Couriers - 0.3%

United Parcel Service, Inc. Class B

52,300

3,022,940

Airlines - 0.4%

AMR Corp. (a)

105,400

3,808,102

Southwest Airlines Co.

47,250

873,653

4,681,755

Building Products - 0.2%

Masco Corp.

109,200

2,725,632

Commercial Services & Supplies - 0.4%

Automatic Data Processing, Inc.

25,100

1,247,470

Avery Dennison Corp.

31,000

1,582,550

Dun & Bradstreet Corp. (a)

21,450

604,890

Robert Half International, Inc. (a)

23,300

579,937

4,014,847

Shares

Value (Note 1)

Industrial Conglomerates - 8.7%

General Electric Co.

1,319,650

$ 64,332,937

Minnesota Mining & Manufacturing Co.

47,800

5,453,980

Textron, Inc.

138,900

7,645,056

Tyco International Ltd.

369,200

20,121,400

97,553,373

Machinery - 1.5%

Danaher Corp.

112,600

6,305,600

Deere & Co.

55,000

2,081,750

Eaton Corp.

49,500

3,469,950

Illinois Tool Works, Inc.

21,900

1,386,270

Ingersoll-Rand Co.

77,400

3,188,880

16,432,450

Road & Rail - 0.9%

Burlington Northern Santa Fe Corp.

6,200

187,054

CSX Corp.

134,190

4,863,046

Union Pacific Corp.

96,740

5,311,993

10,362,093

TOTAL INDUSTRIALS

138,793,090

INFORMATION TECHNOLOGY - 16.8%

Communications Equipment - 1.3%

Brocade Communications System, Inc. (a)

11,600

503,092

CIENA Corp. (a)

31,700

1,206,819

Cisco Systems, Inc. (a)

379,060

7,342,392

Nokia AB sponsored ADR

141,710

3,123,288

QUALCOMM, Inc. (a)

51,200

2,915,840

15,091,431

Computers & Peripherals - 2.6%

Compaq Computer Corp.

56,400

873,636

Dell Computer Corp. (a)

304,200

8,243,820

EMC Corp. (a)

214,556

6,232,852

Gateway, Inc. (a)

56,300

926,135

Hewlett-Packard Co.

31,100

889,460

International Business Machines Corp.

35,700

4,034,100

Sun Microsystems, Inc. (a)

462,700

7,495,740

28,695,743

Internet Software & Services - 0.2%

Check Point Software
Technologies Ltd. (a)

25,600

1,297,152

VeriSign, Inc. (a)

10,200

593,436

1,890,588

IT Consulting & Services - 0.4%

Electronic Data Systems Corp.

71,600

4,475,000

Semiconductor Equipment & Products - 5.9%

Analog Devices, Inc. (a)

100,400

4,342,300

Applied Materials, Inc. (a)

46,100

2,370,923

Atmel Corp. (a)

55,400

717,430

Intel Corp.

693,010

21,129,875

KLA-Tencor Corp. (a)

86,400

5,071,680

LAM Research Corp. (a)

121,400

3,648,070

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Micron Technology, Inc. (a)

188,800

$ 7,759,680

National Semiconductor Corp. (a)

209,200

6,091,904

Teradyne, Inc. (a)

108,400

3,588,040

Texas Instruments, Inc.

174,400

5,493,600

Xilinx, Inc. (a)

130,400

5,483,320

65,696,822

Software - 6.4%

Adobe Systems, Inc.

53,900

2,530,605

BEA Systems, Inc. (a)

32,100

1,066,362

BMC Software, Inc. (a)

21,900

493,626

Computer Associates International, Inc.

172,500

6,210,000

i2 Technologies, Inc. (a)

42,300

828,657

Microsoft Corp. (a)

614,400

44,242,944

Oracle Corp. (a)

138,900

2,730,774

PeopleSoft, Inc. (a)

255,400

12,335,820

VERITAS Software Corp. (a)

23,200

1,575,744

72,014,532

TOTAL INFORMATION TECHNOLOGY

187,864,116

MATERIALS - 2.3%

Chemicals - 1.1%

Dow Chemical Co.

154,300

5,130,475

Praxair, Inc.

152,700

7,176,900

12,307,375

Metals & Mining - 0.4%

Alcoa, Inc.

94,000

3,703,600

Phelps Dodge Corp.

18,200

755,300

4,458,900

Paper & Forest Products - 0.8%

Georgia-Pacific Group

110,900

3,753,965

International Paper Co.

40,200

1,435,140

Mead Corp.

14,400

390,816

Weyerhaeuser Co.

54,800

3,012,356

8,592,277

TOTAL MATERIALS

25,358,552

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.3%

ALLTEL Corp.

34,200

2,095,092

AT&T Corp.

143,700

3,161,400

BellSouth Corp.

228,700

9,209,749

SBC Communications, Inc.

212,060

8,495,124

Verizon Communications

47,900

2,562,650

25,524,015

Shares

Value (Note 1)

Wireless Telecommunication Services - 0.5%

Nextel Communications, Inc. Class A (a)

333,900

$ 5,783,148

Vodafone Group PLC

122,991

274,884

6,058,032

TOTAL TELECOMMUNICATION SERVICES

31,582,047

TOTAL COMMON STOCKS

(Cost $960,659,068)

1,048,668,846

Corporate Bonds - 0.1%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.1%

Software - 0.1%

Cyras Systems, Inc. 4.5% 8/15/05 (c)

-

$ 380,000

431,300

Nonconvertible Bonds - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

TeleCorp PCS, Inc.
10.625% 7/15/10

B3

275,000

255,750

TOTAL CORPORATE BONDS

(Cost $663,250)

687,050

Cash Equivalents - 5.4%

Shares

Fidelity Cash Central Fund, 4.09% (b) (Cost $60,327,102)

60,327,102

60,327,102

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $1,021,649,420)

1,109,682,998

NET OTHER ASSETS - 0.9%

10,119,262

TOTAL NET ASSETS - 100%

$ 1,119,802,260

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $431,300 or 0.1% of net assets.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 810,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $626,063,960 and $634,768,058, respectively.

The market value of futures contracts opened and closed during the period amounted to $62,337,043 and $120,943,171, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $38,879 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $874,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,035,666,263. Net unrealized appreciation aggregated $74,016,735, of which $156,384,902 related to appreciated investment securities and $82,368,167 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,021,649,420) -
See accompanying schedule

$ 1,109,682,998

Receivable for investments sold

17,629,941

Receivable for fund shares sold

506,898

Dividends receivable

687,815

Interest receivable

267,566

Other receivables

65

Total assets

1,128,775,283

Liabilities

Payable for investments purchased

$ 7,521,998

Payable for fund shares redeemed

807,427

Accrued management fee

545,724

Distribution fees payable

34,416

Other payables and
accrued expenses

63,458

Total liabilities

8,973,023

Net Assets

$ 1,119,802,260

Net Assets consist of:

Paid in capital

$ 1,155,472,723

Undistributed net investment income

4,767,753

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(128,464,709)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

88,026,493

Net Assets

$ 1,119,802,260

Initial Class:
Net Asset Value, offering price
and redemption price per share
($768,377,982 ÷ 47,635,262
shares)

$16.13

Service Class:
Net Asset Value, offering price
and redemption price per share
($310,701,099 ÷
19,284,536
shares)

$16.11

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($40,723,179 ÷
2,536,577
shares)

$16.05

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 5,943,061

Interest

2,926,671

Security lending

39,792

Total income

8,909,524

Expenses

Management fee

$ 3,405,054

Transfer agent fees

386,231

Distribution fees

198,903

Accounting and security lending fees

145,019

Non-interested trustees' compensation

2,109

Custodian fees and expenses

33,486

Registration fees

369

Audit

24,691

Legal

4,514

Miscellaneous

29,240

Total expenses before reductions

4,229,616

Expense reductions

(206,105)

4,023,511

Net investment income

4,886,013

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(78,936,950)

Foreign currency transactions

(9,347)

Futures contracts

(12,018,735)

(90,965,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,256,671)

Assets and liabilities in
foreign currencies

(26,284)

Futures contracts

2,539,863

(29,743,092)

Net gain (loss)

(120,708,124)

Net increase (decrease) in net assets resulting from operations

$ (115,822,111)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,886,013

$ 4,525,883

Net realized gain (loss)

(90,965,032)

(32,475,684)

Change in net unrealized appreciation (depreciation)

(29,743,092)

(259,144,628)

Net increase (decrease) in net assets resulting from operations

(115,822,111)

(287,094,429)

Distributions to shareholders
From net investment income

(4,056,791)

(22,196,821)

From net realized gain

-

(110,899,964)

Total distributions

(4,056,791)

(133,096,785)

Share transactions - net increase (decrease)

(83,980,640)

(142,511,511)

Total increase (decrease) in net assets

(203,859,542)

(562,702,725)

Net Assets

Beginning of period

1,323,661,802

1,886,364,527

End of period (including undistributed net investment income of $4,767,753 and $3,904,996, respectively)

$ 1,119,802,260

$ 1,323,661,802

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

5,735,837

$ 93,430,486

13,001,624

$ 264,392,501

Reinvested

181,161

3,172,127

5,190,172

107,280,841

Redeemed

(11,943,676)

(194,304,041)

(31,115,720)

(637,099,314)

Net increase (decrease)

(6,026,678)

$ (97,701,428)

(12,923,924)

$ (265,425,972)

Service Class
Sold

1,860,974

$ 30,166,463

6,103,794

$ 124,023,915

Reinvested

44,864

785,129

1,249,806

25,808,497

Redeemed

(2,160,184)

(34,838,579)

(2,725,190)

(55,547,216)

Net increase (decrease)

(254,346)

$ (3,886,987)

4,628,410

$ 94,285,196

Service Class 2 A
Sold

1,217,337

$ 19,863,661

1,534,357

$ 30,073,097

Reinvested

5,704

99,535

361

7,444

Redeemed

(147,349)

(2,355,421)

(73,833)

(1,451,276)

Net increase (decrease)

1,075,692

$ 17,607,775

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 3,172,127

$ 17,993,920

Service Class

785,129

4,201,689

Service Class 2 A

99,535

1,212

Total

$ 4,056,791

$ 22,196,821

From net realized gain
Initial Class

$ -

$ 89,286,924

Service Class

-

21,606,808

Service Class 2 A

-

6,232

Total

$ -

$ 110,899,964

$ 4,056,791

$ 133,096,785

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.07 D

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(1.62)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(1.55)

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.06)

(.29)

(.23)

(.21)

(.25)

-

From net realized gain

-

(1.41)

(.43)

(.73)

(.35)

(.05)

Total distributions

(.06)

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 16.13

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(8.76)%

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 768,378

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.69% A

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after all
expense reductions

.65% A, F

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.87% A

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117% A

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.06

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(1.62)

(3.76)

.66

4.30

.73

Total from investment operations

(1.56)

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.04)

(.28)

(.22)

(.21)

-

From net realized gain

-

(1.41)

(.43)

(.73)

-

Total distributions

(.04)

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 16.11

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(8.83)%

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 310,701

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79% A

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after all expense reductions

.76% A, F

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.77% A

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117% A

117%

42%

29%

26%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 17.68

$ 22.70

Income from Investment Operations

Net investment income D

.05

.01

Net realized and unrealized gain (loss)

(1.62)

(3.34)

Total from investment operations

(1.57)

(3.33)

Less Distributions

From net investment income

(.06)

(.28)

From net realized gain

-

(1.41)

Total distributions

(.06)

(1.69)

Net asset value, end of period

$ 16.05

$ 17.68

Total Return B, C

(8.91)%

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 40,723

$ 25,827

Ratio of expenses to average net assets

.95% A

.95% A

Ratio of expenses to average net assets after all expense reductions

.92% A, F

.93% A, F

Ratio of net investment income to average net assets

.61% A

.04% A

Portfolio turnover rate

117% A

117%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class

-24.44%

-1.50%

7.04%

ML High Yield Master II

-0.92%

4.86%

9.15%

Variable Annuity High Current
Yield Funds Average

-4.96%

3.54%

7.97%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 83 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,746 - a 97.46% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $23,999 - a 139.99% increase.

Investment Summary

Top Five Holdings as of June 30, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

3.9

EchoStar Communications Corp.

3.3

CSC Holdings, Inc.

2.6

Intermedia Communications, Inc.

2.0

Satelites Mexicanos Sa De Cv

1.7

13.5

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Telecommunications

20.3

Cable TV

11.3

Chemicals

5.8

Broadcasting

5.4

Electric Utilities

4.2

Effective with this report, industry classifications follow Merrill Lynch industry sector classifications. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

3.2

Ba

14.5

B

44.0

Caa, Ca, C

17.4

Not Rated

1.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2001 account for 1.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. Not well at all. For the six-month period that ended June 30, 2001, the fund significantly lagged its competitors, as the variable annuity high current yield funds average tracked by Lipper Inc. returned 1.10%. The fund also lagged the 3.38% return of the Merrill Lynch High Yield Master II Index, which tracks the types of securities in which the fund invests. For the 12-month period that ended June 30, 2001, the results were similar. The fund's performance trailed the -4.96% return of the variable annuity high current yield funds average and the -0.92% return of the Merrill Lynch index.

Q. What caused the fund to underperform its peers and the Merrill Lynch index during the past six months?

A. The fund has been overweighted in the telecommunications sector for a number of years, and during the past year this has proven to be a very poor decision. Capital dried up and many management teams were not equipped to deal with a rapidly changing competitive environment. These factors and others led to a number of telecommunications company bankruptcies and negatively affected the securities of virtually every issuer in this sector. I pared back the fund's telecom holdings, but it continued to be the largest sector weighting in the fund. In particular, the fund was hurt the most by its holdings in competitive local exchange carriers Winstar, which filed for bankruptcy, and XO Communications (formerly known as NEXTLINK). The fund's largest holding, leading national mobile wireless provider Nextel Communications, also performed poorly when it missed its first quarter numbers due to the economic slowdown, which is affecting its business-oriented customer base. The fund's holdings in international cable companies NTL and UnitedGlobalCom's subsidiaries United Pan Europe and United International Holdings Australia/Pacific - also detracted from performance. These companies had taken on significant debt to build out advanced video and broadband networks and will need additional capital in the next 24 months, creating skepticism in this negative market environment.

Q. Despite all the gloom that hovered over the telecom sector, other parts of the high-yield market perked up a bit during the period. What factors drove that turnaround?

A. The Federal Reserve Board's surprise interest-rate cut on January 3 got things off to a good start. That cut - plus the five that followed later in the period - fueled optimism that the Fed would go to great lengths to help the U.S. economy avert a recession. Furthermore, many types of investors came off the sidelines and poured money into high-yield investments, helping to provide a better overall tone to the market. That was in stark contrast to 2000, when investors yanked money out of high-yield bonds. High-yield mutual funds received growing amounts of net new cash from investors, while pension funds - lured by attractive yields - allocated more money to the market. That said, the increase in demand was more than met by increased supply. New issuance in the first half of 2001 was greater than all of 2000, and this does not include the increase in supply from downgrades of former investment-grade companies such as Xerox and Lucent.

Q. What holdings performed well?

A. The fund's holdings in telecommunications company Intermedia benefited as a result of its impending acquisition by WorldCom. Other positive contributors included Allied Waste, Millicom and AFC Enterprises. In addition, many of the fund's holdings in stocks issued by high-yield companies - including EchoStar, Polymer Group, Fairchild Semiconductors, LNR Property Corp., Six Flags and DaVita - were winners as well.

Q. What changes did you make during the past six months?

A. For starters, I upgraded the fund's overall credit quality by roughly doubling the fund's stake in BB-rated bonds. In terms of specific investments, I emphasized electric power producers AES and CMS, which I felt could benefit from rising electricity rates and the growing need for additional generation capacity. To take advantage of a potential economic rebound, I added more cyclical, higher-quality companies that were trading at depressed prices, such as Phelps Dodge and Navistar.

Q. What's ahead for the high-yield market, and what are your plans for the portfolio?

A. I'm fairly optimistic about the prospects for the high-yield market. The economy appears to be at or near a bottom and spreads are still relatively wide by historical standards. We have been through a very rough period but there still are many healthy high-yield companies with manageable balance sheets that are doing well in this environment. As for the fund, I plan to continue to further diversify its holdings and improve the overall credit quality, while positioning the fund to benefit from an eventual rebound in the economy.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2001, more than $1.5 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 74.4%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 3.5%

Broadcasting - 2.0%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

Caa2

$ 32,665,000

$ 31,440,060

Healthcare - 1.4%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

5,000,000

5,087,500

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

5,370,000

5,088,075

7% 5/15/09

B2

11,120,000

10,536,200

20,711,775

Telecommunications - 0.1%

Covad Communications Group, Inc. 6% 9/15/05 (f)

Caa3

9,000,000

1,215,000

TOTAL CONVERTIBLE BONDS

53,366,835

Nonconvertible Bonds - 70.9%

Air Transportation - 0.6%

Air Canada
10.25% 3/15/11

B1

5,000,000

4,600,000

Northwest Airlines, Inc. 8.875% 6/1/06

Ba2

5,000,000

4,875,000

9,475,000

Auto Parts Distribution - 0.4%

Accuride Corp.
9.25% 2/1/08

B2

10,230,000

6,649,500

Automotive - 1.0%

Hayes Lemmerz International, Inc. 11.875% 6/15/06 (f)

B2

2,280,000

2,240,100

Navistar International Corp. 7% 2/1/03

Ba1

5,000,000

4,850,000

9.375% 6/1/06 (f)

Ba1

7,000,000

7,105,000

Venture Holdings Trust
9.5% 7/1/05

B2

500,000

380,000

14,575,100

Broadcasting - 1.8%

CD Radio, Inc.:

0% 12/1/07 (d)

Caa1

8,500,000

2,890,000

14.5% 5/15/09

Caa1

6,000,000

3,060,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

10,000,000

9,950,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

10,000,000

9,850,000

Radio One, Inc.
8.875% 7/1/11 (f)

B3

2,115,000

2,115,000

27,865,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Cable TV - 8.5%

Adelphia
Communications Corp.:

9.875% 3/1/07

B2

$ 3,540,000

$ 3,495,750

10.5% 7/15/04

B2

2,000,000

2,020,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

3,000,000

2,827,500

10% 5/15/11 (f)

B2

7,000,000

7,070,000

11.125% 1/15/11

B2

5,000,000

5,200,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

19,341,000

10,830,960

11.75% 12/15/05

B2

9,875,000

6,616,250

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (d)

B2

210,000

214,725

International Cabletel, Inc. 11.5% 2/1/06

B2

20,000,000

13,500,000

Mediacom LLC/Mediacom Capital Corp.
9.5% 1/15/13 (f)

B2

7,000,000

6,702,500

NTL Communications Corp. 11.5% 10/1/08

B3

10,000,000

6,600,000

NTL, Inc. 0% 4/1/08 (d)

B3

22,375,000

10,292,500

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

5,245,000

5,297,450

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,252,950

9.75% 12/1/06

B3

1,190,000

1,059,100

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (d)

Caa1

19,665,000

11,405,700

12.375% 8/1/06

B3

1,410,000

1,290,150

Telewest PLC yankee
11% 10/1/07

B2

10,252,000

8,509,160

UIH Australia/Pacific, Inc.:

14% 5/15/06

Caa2

40,240,000

12,072,000

14% 5/15/06

Caa2

5,620,000

1,686,000

United Pan-Europe Communications NV yankee:

10.875% 8/1/09

Caa1

16,408,000

5,742,800

11.25% 2/1/10

B2

6,005,000

2,221,850

11.5% 2/1/10

B2

6,210,000

2,297,700

130,205,045

Capital Goods - 1.2%

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

7,520,000

7,745,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Capital Goods - continued

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

$ 4,705,000

$ 3,905,150

Terex Corp.:

8.875% 4/1/08

B2

2,000,000

1,920,000

10.375% 4/1/11 (f)

B2

4,360,000

4,403,600

17,974,350

Chemicals - 5.3%

Acetex Corp. yankee
9.75% 10/1/03

B3

4,500,000

4,410,000

Applied Extrusion Technologies, Inc.
10.75% 7/1/11 (f)

B2

3,160,000

3,175,800

Avecia Group PLC yankee 11% 7/1/09

B2

12,080,000

12,019,600

Geo Specialty Chemicals, Inc. 10.125% 8/1/08

B3

4,465,000

4,286,400

Huntsman Corp.:

9.5% 7/1/07 (f)

Caa1

28,195,000

17,480,900

9.5% 7/1/07 (f)

Caa1

8,585,000

5,322,700

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

7,200,000

7,128,000

IMC Global, Inc.
11.25% 6/1/11 (f)

Ba1

5,000,000

4,975,000

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

10,420,000

10,420,000

PMD Group, Inc.
11% 2/28/11 (f)

B3

2,100,000

2,131,500

Polymer Group, Inc.:

8.75% 3/1/08

B3

13,940,000

5,157,800

9% 7/1/07

B3

11,710,000

4,332,700

80,840,400

Conglomerates - 0.1%

USI American Holdings, Inc. 7.25% 12/1/06

Ba2

2,000,000

1,320,000

Consumer Products - 1.2%

AKI Holding Corp.
0% 7/1/09 (d)

Caa1

9,120,000

4,651,200

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

8,000,000

7,740,000

Hasbro, Inc.
7.95% 3/15/03

Ba3

7,000,000

6,755,000

19,146,200

Department Stores - 0.6%

Kmart Corp.
8.375% 12/1/04

Baa3

5,000,000

4,900,000

Saks, Inc. 7.25% 12/1/04

Ba1

5,000,000

4,750,000

9,650,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Diversified Financial Services - 1.1%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp.
8.875% 2/15/08

Ba3

$ 4,620,000

$ 4,712,400

Delta Financial Corp.
9.5% 8/1/04

Caa2

1,350,000

553,500

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

10,000,000

10,200,000

Millennium America, Inc. 9.25% 6/15/08 (f)

Ba1

1,750,000

1,763,125

17,229,025

Diversified Media - 0.7%

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,000,000

7,080,000

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

3,580,000

3,580,000

10,660,000

Drug Stores - 1.3%

Rite Aid Corp.:

7.125% 1/15/07

Caa2

4,990,000

4,141,700

7.625% 4/15/05

Caa2

15,060,000

13,102,200

11.25% 7/1/08 (f)

Caa2

2,970,000

2,992,275

20,236,175

Electric Utilities - 4.2%

AES Corp.
9.375% 9/15/10

Ba1

14,770,000

14,770,000

CMS Energy Corp.:

8.5% 4/15/11

Ba3

7,000,000

6,877,500

9.875% 10/15/07

Ba3

10,000,000

10,400,000

Edison Mission Energy 9.875% 4/15/11

Baa3

2,000,000

1,860,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

3,625,000

3,262,500

6.25% 3/1/04

B3

2,875,000

2,501,250

7.875% 3/1/02

B3

8,670,000

7,889,700

8.375% 5/1/25

B3

1,390,000

1,237,100

PG&E National
Energy Group, Inc.
10.375% 5/16/11 (f)

Baa2

15,000,000

15,000,000

63,798,050

Energy - 3.3%

Canadian Forest Oil Ltd. yankee 8.75% 9/15/07

B1

4,420,000

4,508,400

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

5,336,000

5,229,280

8.125% 4/1/11 (f)

B2

7,970,000

7,451,950

Cross Timbers Oil Co. 9.25% 4/1/07

B1

5,225,000

5,381,750

DI Industries, Inc.
8.875% 7/1/07

B1

7,000,000

6,930,000

Nuevo Energy Co.
9.375% 10/1/10

B1

5,000,000

4,950,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Energy - continued

Plains Resources, Inc.:

10.25% 3/15/06

B2

$ 5,860,000

$ 6,035,800

10.25% 3/15/06

B2

4,585,000

4,722,550

10.25% 3/15/06

B2

3,020,000

3,133,250

SESI LLC
8.875% 5/15/11 (f)

B1

2,710,000

2,682,900

51,025,880

Entertainment/Film - 0.9%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,915,000

4,423,500

9.5% 2/1/11

Caa3

5,115,000

4,552,350

Cinemark USA, Inc.:

8.5% 8/1/08

Caa2

5,000,000

4,075,000

9.625% 8/1/08

Caa2

1,730,000

1,487,800

14,538,650

Food/Beverage/Tobacco - 0.1%

Del Monte Corp.
9.25% 5/15/11 (f)

B3

1,955,000

1,974,550

Gaming - 2.5%

Hollywood Casino Corp. 11.25% 5/1/07

B3

8,120,000

8,465,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

7,000,000

7,035,000

MGM Mirage, Inc.:

8.375% 2/1/11

Ba2

7,000,000

7,070,000

9.75% 6/1/07

Ba2

5,000,000

5,337,500

Park Place Entertainment Corp.
8.125% 5/15/11 (f)

Ba2

10,000,000

9,925,000

37,832,600

Healthcare - 2.0%

DaVita, Inc.
9.25% 4/15/11 (f)

B2

8,050,000

8,251,250

Iasis Healthcare Corp.
13% 10/15/09

B3

1,000,000

1,060,000

Mariner Post-Acute Network, Inc.
9.5% 11/1/07 (c)

C

11,630,000

1,163

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (f)

Ba3

13,000,000

12,090,000

Service Corp.
International (SCI):

6% 12/15/05

B1

3,000,000

2,550,000

7.2% 6/1/06

B1

1,000,000

860,000

Triad Hospitals, Inc.
8.75% 5/1/09 (f)

B1

5,460,000

5,582,850

30,395,263

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Homebuilding/Real Estate - 2.0%

LNR Property Corp.:

9.375% 3/15/08

B1

$ 6,090,000

$ 5,876,850

10.5% 1/15/09

B1

10,000,000

10,000,000

Ryland Group, Inc.
9.125% 6/15/11

B1

5,000,000

4,950,000

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

10,000,000

10,425,000

31,251,850

Hotels - 1.3%

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,890,875

Host Marriott LP
8.375% 2/15/06

Ba2

8,200,000

8,036,000

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

5,000,000

5,050,000

La Quinta Inns, Inc.
7.25% 3/15/04

Ba3

4,440,000

4,151,400

20,128,275

Insurance - 0.7%

Conseco, Inc.
8.75% 2/9/04

B1

10,910,000

10,309,950

Leisure - 1.1%

Intrawest Corp. yankee 10.5% 2/1/10

B1

6,000,000

6,120,000

Premier Parks, Inc.
9.25% 4/1/06

B3

10,000,000

10,000,000

16,120,000

Metals/Mining - 3.2%

Better Minerals & Aggregates Co.
13% 9/15/09

B3

4,875,000

4,241,250

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

7,435,000

7,806,750

International Utility Structures, Inc. yankee 10.75% 2/1/08

Caa1

9,200,000

4,600,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

4,995,000

3,046,950

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

14,509,000

15,234,450

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

14,725,000

14,526,213

49,455,613

Miscellaneous - 0.2%

Pinnacle Holdings, Inc.
0% 3/15/08 (d)

B3

7,000,000

3,570,000

Paper - 3.2%

Doman Industries Ltd. yankee 8.75% 3/15/04

Caa1

2,000,000

1,180,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,870,400

9.75% 6/15/07

Caa1

7,285,000

4,589,550

Packaging Corp. of America 9.625% 4/1/09

B1

15,000,000

15,900,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Paper - continued

Potlatch Corp.
10% 7/15/11 (f)

Ba1

$ 7,000,000

$ 7,052,500

Stone Container Corp.:

9.75% 2/1/11 (f)

B2

9,775,000

9,970,500

12.58% 8/1/16 (g)

B2

1,150,000

1,201,750

Tembec Industries, Inc. yankee 8.625% 6/30/09

Ba1

1,000,000

1,015,000

49,779,700

Publishing/Printing - 1.7%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

20,913,200

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

5,620,000

5,690,250

26,603,450

Restaurants - 1.2%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

8,000,000

8,320,000

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

10,000,000

10,200,000

18,520,000

Services - 0.4%

AP Holdings, Inc.
0% 3/15/08 (d)

Ca

2,470,000

172,900

Iron Mountain, Inc.
8.625% 4/1/13

B2

5,130,000

5,130,000

5,302,900

Shipping - 0.3%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

4,980,000

5,054,700

Specialty Retailing - 0.6%

Kmart Corp.
9.875% 6/15/08 (f)

Baa3

5,000,000

4,912,500

Office Depot, Inc.
10% 7/15/08 (f)

Ba1

5,000,000

4,937,950

9,850,450

Steels - 0.2%

WCI Steel, Inc.
10% 12/1/04

B3

3,750,000

2,662,500

Supermarkets - 0.3%

Great Atlantic & Pacific Tea, Inc. 7.7% 1/15/04

B2

5,000,000

4,500,000

Jitney-Jungle Stores of America, Inc.
12% 3/1/06 (c)

-

2,590,000

19,425

4,519,425

Technology - 2.0%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

6,455,000

6,519,550

ChipPAC International Ltd. 12.75% 8/1/09

B3

7,000,000

6,755,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Fairchild Semiconductor Corp. 10.375% 10/1/07

B2

$ 1,000,000

$ 960,000

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,600,000

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

Ca

20,810,000

624,300

12.75% 4/15/09

Ca

8,475,000

762,750

14% 2/15/10

Ca

6,340,000

317,000

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

420,000

399,000

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

3,420,000

3,180,600

Xerox Credit Corp.
6.1% 12/16/03

Ba1

3,490,000

2,722,200

30,840,400

Telecommunications - 15.4%

AirGate PCS, Inc.
0% 10/1/09 (d)

Caa1

12,900,000

7,417,500

Allegiance Telecom, Inc.
0% 2/15/08 (d)

B3

6,000,000

3,360,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

9,750,000

2,145,000

American Tower Corp. 9.375% 2/1/09 (f)

B3

4,000,000

3,740,000

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

10,000,000

7,700,000

AXXENT, Inc.
15% 12/30/04 (h)

-

17,227,552

2,584,133

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

4,083,200

Covad Communications Group, Inc.:

12% 2/15/10

Caa3

17,000,000

2,380,000

12.5% 2/15/09

Caa3

7,684,000

1,229,440

Crown Castle International Corp. 10.75% 8/1/11

B3

5,000,000

4,850,000

Dobson Communications Corp. 10.875% 7/1/10

B3

10,000,000

10,000,000

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

31,865,000

1,593,250

Focal Communications Corp. 11.875% 1/15/10

B3

20,000,000

6,000,000

Globix Corp.
12.5% 2/1/10

B-

38,020,000

11,025,800

Hyperion Telecommunications, Inc. 13% 4/15/03

B3

4,480,000

3,360,000

Intermedia
Communications, Inc.:

0% 7/15/07 (d)

B2

9,235,000

8,149,888

8.6% 6/1/08

B2

4,800,000

4,680,000

Intrawest Corp. yankee 9.75% 8/15/08

B1

3,225,000

3,192,750

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,640,000

1,374,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Telecommunications - continued

KMC Telecom Holdings, Inc.: - continued

13.5% 5/15/09

Caa2

$ 22,500,000

$ 3,825,000

Loral Space & Communications Ltd.
9.5% 1/15/06

B3

3,000,000

2,250,000

McCaw International Ltd.
0% 4/15/07 (d)

Caa1

33,735,000

9,445,800

McLeodUSA, Inc.:

9.25% 7/15/07

B1

360,000

212,400

11.375% 1/1/09

B1

5,240,000

3,301,200

Metrocall, Inc.:

9.75% 11/1/07 (c)

Caa3

8,100,000

405,000

10.375% 10/1/07 (c)

Caa3

13,555,000

677,750

11% 9/15/08 (c)

Caa3

2,280,000

114,000

Microcell Telecommunications, Inc. yankee 0% 6/1/06 (d)

B3

7,205,000

5,187,600

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

29,000,000

25,230,000

Nextel
Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

10,957,500

12% 11/1/08

B1

2,495,000

2,195,600

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

4,939,250

12.75% 8/1/10

Caa1

14,525,000

4,502,750

NEXTLINK
Communications, Inc.:

0% 6/1/09 (d)

B2

695,000

118,150

0% 12/1/09 (d)

B2

20,070,000

3,211,200

9% 3/15/08

B2

20,779,000

5,402,540

10.75% 11/15/08

B3

13,250,000

4,240,000

Orbital Imaging Corp.:

11.625% 3/1/05 (c)

-

7,110,000

639,900

11.625% 3/1/05 (c)

-

3,680,000

331,200

PageMart Nationwide, Inc. 15% 2/1/05

Caa2

33,040,000

7,268,800

Pathnet, Inc.
12.25% 4/15/08 (c)

-

20,255,000

1,417,850

ProNet, Inc.
11.875% 6/15/05 (c)

Caa3

1,180,000

82,600

Satelites Mexicanos SA
de CV:

8.21% 6/30/04 (f)(g)

B1

12,569,000

11,563,480

yankee 10.125% 11/1/04

B3

20,460,000

13,708,200

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

11,000,000

5,060,000

10.75% 3/15/10

B3

7,885,000

6,702,250

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

TeleCorp PCS, Inc.
0% 4/15/09 (d)

B3

$ 3,000,000

$ 1,860,000

US Unwired, Inc.
0% 11/1/09 (d)

Caa1

15,033,000

7,366,170

VoiceStream Wireless Corp. 10.375% 11/15/09

Baa1

5,540,000

6,315,600

237,397,551

Textiles & Apparel - 0.3%

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,750,000

WestPoint Stevens, Inc. 7.875% 6/15/08

Ca

2,000,000

740,000

4,490,000

TOTAL NONCONVERTIBLE BONDS

1,091,247,552

TOTAL CORPORATE BONDS

(Cost $1,480,242,753)

1,144,614,387

Asset-Backed Securities - 0.0%

Airplanes pass thru trust 10.875% 3/15/19
(Cost $1,489,903)

Ba2

1,372,903

782,555

Commercial Mortgage Securities - 1.6%

Commercial Mortgage Asset Trust Series 1999-C1 Class F,
6.25% 11/17/13 (f)

Ba1

4,750,000

3,300,508

LB Multifamily Mortgage Trust Series 1991-4
Class A1,
7.0187% 4/25/21 (g)

Caa1

2,084,310

1,865,457

Meritor Mortgage Security Corp. Series 1987-1
Class B, 9.4% 2/1/10 (f)

-

1,350,000

109,215

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F,
7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,752,719

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,606,328

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30

BB+

2,553,000

1,777,127

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (f)(g)

-

2,200,000

2,082,560

Series 1998-ST1A
Class B1A,
6.8725% 1/15/03 (f)(g)

-

4,000,000

3,825,632

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

BB+

$ 2,600,000

$ 2,260,070

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,741,797

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $23,941,432)

24,321,413

Common Stocks - 5.9%

Shares

Automotive - 0.0%

Insilco Corp. warrants 8/15/07 (a)

7,380

7

Broadcasting - 1.5%

EchoStar Communications Corp.
Class A (a)

625,200

19,612,524

Pegasus Communications Corp. (a)

213,400

3,676,882

23,289,406

Cable TV - 0.0%

CS Wireless Systems, Inc. (a)(f)

1,024

10

UIH Australia/Pacific, Inc.
warrants 5/15/06 (a)

26,805

6,701

6,711

Capital Goods - 0.1%

Tokheim Corp. (a)(e)

182,235

1,649,227

Chemicals - 0.5%

Lyondell Chemical Co.

100,000

1,538,000

Polymer Group, Inc. (e)

3,004,860

6,790,984

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

3

8,328,987

Diversified Financial Services - 0.0%

Delta Financial Corp. warrants 12/21/10 (a)

14,310

143

ECM Corp. LP (f)

3,000

258,750

258,893

Energy - 0.8%

Grey Wolf, Inc. (a)

490,000

1,960,000

Plains Resources, Inc. (a)

430,700

10,336,800

12,296,800

Healthcare - 0.5%

DaVita, Inc. (a)

361,900

7,357,427

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

7,357,459

Homebuilding/Real Estate - 0.5%

LNR Property Corp.

214,700

7,514,500

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

7,514,501

Shares

Value (Note 1)

Hotels - 0.0%

Moa Hospitality, Inc. (a)

3,000

$ 15,000

Leisure - 0.4%

Six Flags, Inc. (a)

250,000

5,260,000

Metals/Mining - 0.0%

International Utility Structures, Inc. warrants 2/1/03 (a)

2,500

0

Paper - 0.6%

Packaging Corp. of America (a)

591,600

9,187,548

Specialty Retailing - 0.1%

Mothers Work, Inc. (a)(e)

284,100

2,096,658

Mothers Work, Inc. (a)(h)

2,952

21,786

2,118,444

Supermarkets - 0.5%

Pathmark Stores, Inc. (a)

298,657

7,108,037

Technology - 0.3%

Fairchild Semiconductor International, Inc. Class A (a)

200,000

4,600,000

Telecommunications - 0.0%

AXXENT, Inc. Class B (a)

448,319

11,845

KMC Telecom Holdings, Inc.
warrants 4/15/08 (a)(f)

12,650

127

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

22,965

warrants 1/15/07 (CV ratio .6) (a)

5,585

2,793

McCaw International Ltd.
warrants 4/16/07 (a)(f)

42,305

42,305

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

10,128

90,163

Textiles & Apparel - 0.1%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

TOTAL COMMON STOCKS

(Cost $93,988,701)

90,303,408

Nonconvertible Preferred Stocks - 9.5%

Broadcasting - 0.1%

Granite Broadcasting Corp.
$127.50 pay-in-kind

5,118

921,240

Cable TV - 2.6%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

198,461

21,185,712

Series M, $11.125 pay-in-kind

184,123

19,609,100

40,794,812

Diversified Financial Services - 0.6%

American Annuity Group Capital
Trust II $88.75

8,910

8,862,936

Healthcare - 0.3%

Fresenius Medical Care Capital
Trust II $7.875

5,000

4,964,530

Homebuilding/Real Estate - 0.7%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

Nonconvertible Preferred Stocks - continued

Shares

Value (Note 1)

Homebuilding/Real Estate - continued

Swerdlow Real Estate Group, Inc.: - continued

mezzanine (h)

79,800

$ 1,039,804

senior (h)

79,800

9,499,254

10,602,228

Metals/Mining - 0.0%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

3,644

728,800

Publishing/Printing - 0.4%

PRIMEDIA, Inc. Series H, $8.625

73,249

5,420,426

Technology - 0.0%

Ampex Corp. 8% non-cumulative

386

602,160

Telecommunications - 4.8%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,391

779,930

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

18,746

18,183,620

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

35,150

21,090,000

Series E, $111.25 pay-in-kind

45,463

25,913,910

XO Communications, Inc.:

$7.00 pay-in-kind

1,099,216

4,396,864

Series B, $135.00 pay-in-kind

27,683

2,768,300

73,132,624

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $256,486,978)

146,029,756

Floating Rate Loans - 2.8%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Automotive - 0.8%

Accuride Corp. Tranche
B term loan 7.3125% 1/23/06 (g)

-

$ 4,617,037

4,247,674

Tenneco Automotive, Inc.:

Tranche B term loan
8.09% 12/30/07 (g)

B2

4,391,667

3,776,833

Tranche C term loan
8.34% 6/30/08 (g)

B2

4,391,667

3,776,833

11,801,340

Cable TV - 0.2%

Charter Communication Operating LLC Tranche
B term loan
6.91% 3/18/08 (g)

Ba3

2,500,000

2,468,750

Capital Goods - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (g)

-

1,960,784

1,823,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Thermadyne
Manufacturing LLC:

Tranche B term loan
6.76% 5/22/05 (g)

B3

$ 3,985,881

$ 3,387,999

Tranche C term loan
7.01% 5/22/06 (g)

B3

3,985,881

3,387,999

8,599,527

Environmental - 1.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (g)

Ba3

7,693,564

7,635,862

Tranche C term loan 6.9399% 7/21/07 (g)

Ba3

9,232,279

9,163,037

16,798,899

Textiles & Apparel - 0.2%

Pillowtex Corp. Tranche
B term loan
7.4239% 1/31/02 (g)

Caa2

3,000,000

1,500,000

Synthetic Industries, Inc. term loan
17% 6/14/08 (g)

-

3,600,000

1,980,000

3,480,000

TOTAL FLOATING RATE LOANS

(Cost $44,280,397)

43,148,516

Cash Equivalents - 3.6%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at:

3.75%, dated 6/29/01
due 7/2/01

$ 9,702,028

9,699,000

3.99%, dated 6/29/01
due 7/2/01

46,302,373

46,287,000

TOTAL CASH EQUIVALENTS

(Cost $55,986,000)

55,986,000

TOTAL INVESTMENT PORTFOLIO - 97.8%

(Cost $1,956,416,164)

1,505,186,035

NET OTHER ASSETS - 2.2%

34,140,900

NET ASSETS - 100%

$ 1,539,326,935

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 208,056

$ -

$ 2,096,658

Polymer Group, Inc.

663,660

1,554,442

-

6,790,984

Tokheim Corp.

-

141,231

-

1,649,227

TOTALS

$ 663,660

$ 1,903,729

$ -

$ 10,536,869

(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 $287,390,466 or 18.7% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,468,192

Micron Technology, Inc. 6.5% 9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc. Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc. Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc. senior

1/15/99

$ 7,618,828

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

3.2%

BBB

3.4%

Ba

13.9%

BB

16.3%

B

43.0%

B

49.8%

Caa

17.2%

CCC

6.7%

Ca, C

0.2%

CC, C

0.0%

D

0.3%

The percentage not rated by Moody's or S&P amounted to 1.6%. FMR has determined that unrated debt securities that are lower quality account for 1.6% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,251,237,359 and $1,157,988,530.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,174 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $21,808,148 or 1.4% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $43,148,516 or 2.8% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $16,393,833. The weighted average interest rate was 4.71%. Interest expense includes $12,892 paid under the interfund lending program.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $9,712,000. The weighted average interest rate was 6.1%. Interest earned from the interfund lending program amounted to $1,647 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $10,089,000. The weighted average interest rate was 5.79%. Interest expense includes $4,868 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

89.3%

Canada

2.9

United Kingdom

2.7

Mexico

1.7

Luxembourg

1.6

Others (individually less than 1%)

1.8

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,942,872,680. Net unrealized depreciation aggregated $437,686,645, of which $49,430,109 related to appreciated investment securities and $487,116,754 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $55,986,000)
(cost $1,956,416,164) -
See accompanying schedule

$ 1,505,186,035

Cash

263

Receivable for investments sold

26,684,356

Receivable for fund shares sold

2,386,662

Dividends receivable

1,648,396

Interest receivable

38,750,057

Total assets

1,574,655,769

Liabilities

Payable for investments purchased

$ 33,850,938

Payable for fund shares redeemed

513,035

Accrued management fee

773,207

Distribution fees payable

22,444

Other payables and
accrued expenses

169,210

Total liabilities

35,328,834

Net Assets

$ 1,539,326,935

Net Assets consist of:

Paid in capital

$ 2,603,874,200

Undistributed net investment income

180,999,768

Accumulated undistributed net realized gain (loss) on investments

(794,316,758)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(451,230,275)

Net Assets

$ 1,539,326,935

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,295,104,466 ÷
192,029,983 shares)

$6.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($233,574,539 ÷
34,732,341 shares)

$6.72

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,647,930 ÷
1,588,896 shares)

$6.70

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,162,490

Interest

105,825,941

Total income

117,988,431

Expenses

Management fee

$ 5,116,373

Transfer agent fees

579,025

Distribution fees

137,394

Accounting fees and expenses

253,711

Non-interested trustees' compensation

2,270

Custodian fees and expenses

28,857

Audit

23,032

Legal

5,166

Interest

17,760

Reports to shareholders

136,933

Total expenses before reductions

6,300,521

Expense reductions

(47,589)

6,252,932

Net investment income

111,735,499

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $1,298,471 on sales of investments in affiliated issuers)

(346,854,131)

Change in net unrealized appreciation (depreciation) on:

Investment securities

115,801,042

Assets and liabilities in
foreign currencies

(146)

115,800,896

Net gain (loss)

(231,053,235)

Net increase (decrease) in net assets resulting from operations

$ (119,317,736)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 111,735,499

$ 241,029,869

Net realized gain (loss)

(346,854,131)

(394,809,674)

Change in net unrealized appreciation (depreciation)

115,800,896

(345,968,584)

Net increase (decrease) in net assets resulting from operations

(119,317,736)

(499,748,389)

Distributions to shareholders from net investment income

(225,311,206)

(160,774,241)

Share transactions - net increase (decrease)

184,414,217

(151,517,210)

Total increase (decrease) in net assets

(160,214,725)

(812,039,840)

Net Assets

Beginning of period

1,699,541,660

2,511,581,500

End of period (including undistributed net investment income of $180,999,768 and $308,860,512, respectively)

$ 1,539,326,935

$ 1,699,541,660

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

78,854,242

$ 613,772,345

68,262,740

$ 656,033,666

Reinvested

24,517,471

193,933,192

13,813,362

144,073,366

Redeemed

(90,722,658)

(686,625,189)

(102,114,895)

(1,010,388,142)

Net increase (decrease)

12,649,055

$ 121,080,348

(20,038,793)

$ (210,281,110)

Service Class
Sold

15,954,749

$ 123,210,246

14,344,038

$ 139,520,383

Reinvested

3,882,761

30,634,983

1,603,673

16,694,232

Redeemed

(13,011,890)

(98,062,929)

(10,538,595)

(102,893,478)

Net increase (decrease)

6,825,620

$ 55,782,300

5,409,116

$ 53,321,137

Service Class 2 A
Sold

963,540

$ 7,185,865

583,490

$ 5,445,535

Reinvested

94,413

743,031

639

6,643

Redeemed

(52,079)

(377,327)

(1,107)

(9,415)

Net increase (decrease)

1,005,874

$ 7,551,569

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 193,933,192

$ 144,073,366

Service Class

30,634,983

16,694,232

Service Class 2 A

743,031

6,643

Total

$ 225,311,206

$ 160,774,241

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

.475 D, G

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(.915) G

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(.440)

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(1.000)

(.750)

(1.075)

(.970)

(.890)

(.920)

From net realized gain

-

-

(.030)

(.600)

(.110)

(.180)

In excess of net realized gain

-

-

(.005)

-

-

-

Total distributions

(1.000)

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 6.740

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B

(7.19)%

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,295,104

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.70% A

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

12.73% A, G

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

143% A

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.467 G

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(.907) G

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(.440)

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.990)

(.740)

(1.075)

(.970)

-

From net realized gain

-

-

(.030)

(.600)

-

In excess of net realized gain

-

-

(.005)

-

-

Total distributions

(.990)

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 6.720

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(7.20)%

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 233,575

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.80% A

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after all expense reductions

.80% A

.78%

.79%

.82%

.80% A,F

Ratio of net investment income to average net assets

12.63% A, G

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

143% A

68%

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.058 for Initial Class and $.057 for Service Class and decrease net realized and unrealized gain (loss) per share by $.058 for Initial Class and $.057 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 11.18% for Initial Class and 11.08% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.130

$ 11.140

Income from Investment Operations

Net investment income D

.445 G

.936

Net realized and unrealized gain (loss)

(.885) G

(3.206)

Total from investment operations

(.440)

(2.270)

Less Distributions

From net investment income

(.990)

(.740)

Net asset value, end of period

$ 6.700

$ 8.130

Total Return B, C

(7.22)%

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,648

$ 4,742

Ratio of expenses to average net assets

.98% A

1.01% A

Ratio of expenses to average net assets after all expense reductions

.97% A, F

1.01% A

Ratio of net investment income to average net assets

12.45% A, G

11.04% A

Portfolio turnover rate

143% A

68%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.055 and decrease net realized and unrealized gain (loss) per share by $.055. Without this change the Ratio of net investment income to average net assets would have been 10.91%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset-based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of Service Class 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Index 500 -
Service Class

-14.89%

14.13%

15.02%

S&P 500

-14.83%

14.48%

15.34%

Variable Annuity S&P 500 Index
Objective Funds Average

-15.04%

14.13%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity S&P 500 index objective funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 52 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

* Not available


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class on August 27, 1992, when the fund started. As the chart shows, by June 30, 2001 the value of the investment would have grown to $34,491 - a 244.91% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,358 - a 253.58% increase.

Investment Summary

Top Ten Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

4.3

Microsoft Corp.

3.5

Exxon Mobil Corp.

2.7

Citigroup, Inc.

2.4

Pfizer, Inc.

2.3

AOL Time Warner, Inc.

2.1

Wal-Mart Stores, Inc.

1.9

Intel Corp.

1.8

American International Group, Inc.

1.8

International Business Machines Corp.

1.8

24.6

Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

18.4

Financials

17.7

Consumer Discretionary

13.1

Health Care

12.7

Industrials

11.2

Consumer Staples

7.5

Energy

6.5

Telecommunication Services

5.5

Utilities

3.6

Materials

2.5

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with James Creighton, who oversees the Index 500 Portfolio's investment management personnel as Managing Director for Deutsche Asset Management Inc. (formerly Bankers Trust), sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the six-month period that ended June 30, 2001, the fund performed in line with the Standard & Poor's 500 Index and the variable annuity S&P 500® index objective funds average tracked by Lipper Inc., which returned -6.70 and -6.86%, respectively. For the 12 months that ended June 30, 2001, fund performance closely tracked the S&P 500 and Lipper average, which returned -14.83% and -15.04%, respectively.

Q. What factors set the tone for market performance during the past six months?

A. Weak economic data and persistent corporate earnings shortfalls fueled the negative momentum for stocks during the first half of 2001. The combined effects of last year's interest-rate hikes, higher energy costs, slowing productivity and rising labor costs spelled trouble for corporate profitability. Deteriorating global demand resulted in a build-up of unwanted inventories in several key sectors, particularly technology, which constrained profit growth. Excess capacity and a tighter supply of available funding caused further contraction in capital spending - the lifeblood of economic growth in recent years - which really squeezed earnings throughout the sector. Aggressive monetary stimulus from the Federal Reserve Board - in the form of six interest-rate cuts, two of which were surprise, inter-meeting moves - did little to revive optimism on Wall Street, as concerns about a more prolonged period of sluggishness in the U.S. economy weighed on investors' psyches. Despite snapbacks in January and April, the S&P 500 finished the period firmly in the red, due in large part to a handful of big-cap tech stocks that languished. The same companies that led the bull run for the past few years - namely Cisco, EMC and Oracle - hit the wall as business conditions soured and they were unable to support once-lofty valuations. Despite some pockets of strength, technology was the worst performing sector during the six-month period, down nearly 17%, and, with its considerable influence over the direction of the market, lured the index into bear territory - about 25% off its peak.

Q. Health stocks seemed to suffer their share of side effects during the period . . .

A. Drug stocks have historically offered a safe place to hang one's hat in a volatile market. The problem was, they failed to act defensively during the period. Firms such as Merck, Bristol-Myers Squibb and Pfizer faced tremendous selling pressure heading into the year, after having performed quite well late in 2000. The group generally suffered from a host of factors, including various operational and procedural issues, slower-than-expected sales of key products, unfavorable foreign exchange rates, lackluster new product pipelines, patent expirations and a potentially more stringent regulatory environment.

Q. What areas of the market seemed to attract investors?

A. Investors seemed unwilling to pay a premium for growth companies offering little-to-no earnings visibility, or growth for that matter. As such, given the thick haze surrounding most areas of technology - particularly communications-related hardware providers - market participants looked elsewhere for more attractive opportunities. Popular locations were stable growth, economically sensitive cyclical and smaller-cap, value-oriented stocks. Small-to-medium sized firms were strongly favored during the period for several reasons, including their lack of exposure to weakness in Europe, higher earnings expectations and lower valuations. Cyclicals got the nod because of their tendency to outperform in anticipation of an improving economy. Some tech stocks fit that bill and presented compelling valuations. Software and semiconductor-related firms, such as PeopleSoft and Advanced Micro Devices, respectively, performed quite nicely during the period. Microsoft, IBM and Dell were among the few heavyweights that also successfully bucked the downturn. Consumer confidence, spending and credit held up surprisingly well in the face of rising unemployment - due largely to falling interest rates - which was good news for the flagging economy, as well as for several bank, media and consumer stocks. Topping the respective lists were Bank of America, AOL Time Warner and Philip Morris.

Q. Jim, what's your outlook?

A. Equity markets must still contend with a weak near-term earnings outlook. Sluggish growth and narrowing profit margins should continue to drag on bottom lines. The Fed is slowing down the easing, aware that there's plenty of stimulus - both monetary and fiscal, the latter in the form of a federal tax cut - already in the pipeline. The financial/monetary building blocks of an economic rebound appear to be falling into place. I expect market conditions to improve when the economy turns, but nothing like the nirvana that propelled equity returns in the late 1990s is apt to re-emerge.

The views expressed in this report reflect those of Deutsche Asset Management Inc. only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of June 30, 2001, more than $3.7 billion

Sub-adviser: Deutsche Asset Management Inc. (formerly Bankers Trust), since 1997

3

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.1%

Auto Components - 0.3%

Cooper Tire & Rubber Co.

23,593

$ 335,021

Dana Corp.

48,608

1,134,511

Delphi Automotive Systems Corp.

185,909

2,961,530

Goodyear Tire & Rubber Co.

54,041

1,513,148

Johnson Controls, Inc.

28,497

2,065,178

Snap-On, Inc.

19,143

462,495

TRW, Inc.

40,327

1,653,407

Visteon Corp.

42,661

784,109

10,909,399

Automobiles - 0.9%

Ford Motor Co.

619,048

15,197,628

General Motors Corp.

183,009

11,776,629

Harley-Davidson, Inc.

101,269

4,767,745

31,742,002

Hotels Restaurants & Leisure - 0.9%

Carnival Corp.

200,540

6,156,578

Darden Restaurants, Inc.

40,251

1,123,003

Harrah's Entertainment, Inc. (a)

39,117

1,380,830

Hilton Hotels Corp.

123,399

1,431,428

Marriott International, Inc. Class A

80,246

3,798,846

McDonald's Corp.

438,425

11,863,781

Starbucks Corp. (a)

126,762

2,790,032

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,585

2,407,729

Tricon Global Restaurants, Inc. (a)

48,926

2,147,851

Wendy's International, Inc.

38,193

975,449

34,075,527

Household Durables - 0.3%

American Greetings Corp. Class A

23,029

253,319

Black & Decker Corp.

27,259

1,075,640

Centex Corp.

20,046

816,875

Fortune Brands, Inc.

51,755

1,985,322

KB HOME

15,098

455,507

Leggett & Platt, Inc.

66,084

1,455,831

Maytag Corp.

26,065

762,662

Newell Rubbermaid, Inc.

89,282

2,240,978

Pulte Homes, Inc.

13,832

589,658

The Stanley Works

28,353

1,187,424

Tupperware Corp.

19,452

455,760

Whirlpool Corp.

22,426

1,401,625

12,680,601

Leisure Equipment & Products - 0.2%

Brunswick Corp.

29,260

703,118

Eastman Kodak Co.

100,335

4,683,638

Hasbro, Inc.

57,674

833,389

Mattel, Inc.

142,712

2,700,111

8,920,256

Media - 5.1%

AOL Time Warner, Inc. (a)

1,469,739

77,896,167

Shares

Value (Note 1)

Clear Channel Communications, Inc. (a)

196,945

$ 12,348,452

Comcast Corp. Class A (special) (a)

316,298

13,743,148

Dow Jones & Co., Inc.

29,207

1,743,950

Gannett Co., Inc.

88,891

5,857,917

Harcourt General, Inc.

23,558

1,370,840

Interpublic Group of Companies, Inc.

122,886

3,606,704

Knight-Ridder, Inc.

24,463

1,450,656

McGraw-Hill Companies, Inc.

65,236

4,315,361

Meredith Corp.

19,254

689,486

Omnicom Group, Inc.

59,479

5,115,194

The New York Times Co. Class A

54,134

2,273,628

TMP Worldwide, Inc. (a)

36,060

2,131,507

Tribune Co.

103,321

4,133,873

Univision Communications, Inc.
Class A (a)

71,176

3,044,909

Viacom, Inc. Class B (non-vtg.) (a)

596,070

30,846,623

Walt Disney Co.

698,417

20,177,267

190,745,682

Multiline Retail - 3.1%

Big Lots, Inc. (a)

37,510

513,137

Costco Wholesale Corp. (a)

149,685

6,276,292

Dillards, Inc. Class A

30,462

465,155

Dollar General Corp.

110,633

2,157,344

Federated Department Stores, Inc. (a)

66,336

2,819,280

JCPenney Co., Inc.

87,461

2,305,472

Kmart Corp. (a)

161,097

1,847,783

Kohls Corp. (a)

110,756

6,947,724

Nordstrom, Inc.

45,181

838,108

Sears, Roebuck & Co.

111,627

4,722,938

Target Corp.

299,294

10,355,572

The May Department Stores Co.

99,417

3,406,026

Wal-Mart Stores, Inc.

1,493,050

72,860,840

115,515,671

Specialty Retail - 2.1%

AutoZone, Inc. (a)

38,058

1,427,175

Bed Bath & Beyond, Inc. (a)

95,586

2,907,726

Best Buy Co., Inc. (a)

69,468

4,412,607

Circuit City Stores, Inc. -
Circuit City Group

68,891

1,240,038

Gap, Inc.

284,039

8,237,131

Home Depot, Inc.

774,166

36,037,427

Lowe's Companies, Inc.

128,001

9,286,473

Office Depot, Inc. (a)

99,833

1,036,267

RadioShack Corp.

62,164

1,896,002

Sherwin-Williams Co.

54,912

1,219,046

Staples, Inc. (a)

151,552

2,276,311

The Limited, Inc.

142,413

2,352,663

Tiffany & Co., Inc.

48,772

1,766,522

TJX Companies, Inc.

93,468

2,978,825

Toys 'R' Us, Inc. (a)

66,041

1,634,515

78,708,728

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

17,100

862,695

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

NIKE, Inc. Class B

89,912

$ 3,775,405

Reebok International Ltd. (a)

18,725

598,264

VF Corp.

37,821

1,375,928

6,612,292

TOTAL CONSUMER DISCRETIONARY

489,910,158

CONSUMER STAPLES - 7.5%

Beverages - 2.1%

Adolph Coors Co. Class B

12,643

634,426

Anheuser-Busch Companies, Inc.

301,860

12,436,632

Brown-Forman Corp. Class B (non-vtg.)

23,103

1,477,206

Coca-Cola Enterprises, Inc.

139,743

2,284,798

Pepsi Bottling Group, Inc.

47,360

1,899,136

PepsiCo, Inc.

482,617

21,331,671

The Coca-Cola Co.

831,444

37,414,980

77,478,849

Food & Drug Retailing - 1.2%

Albertson's, Inc.

136,899

4,105,601

CVS Corp.

130,952

5,054,747

Kroger Co. (a)

273,699

6,842,475

Safeway, Inc. (a)

167,563

8,043,024

SUPERVALU, Inc.

44,344

778,237

Sysco Corp.

226,010

6,136,172

Walgreen Co.

339,631

11,598,399

Winn-Dixie Stores, Inc.

47,005

1,228,241

43,786,896

Food Products - 1.4%

Archer-Daniels-Midland Co.

211,955

2,755,415

Campbell Soup Co.

140,561

3,619,446

ConAgra Foods, Inc.

179,480

3,555,499

General Mills, Inc.

94,912

4,155,247

H.J. Heinz Co.

116,306

4,755,752

Hershey Foods Corp.

45,517

2,808,854

Kellogg Co.

135,677

3,934,633

Quaker Oats Co.

44,084

4,022,665

Ralston Purina Co.

103,498

3,107,010

Sara Lee Corp.

270,808

5,129,104

Unilever NV (NY Shares)

191,071

11,382,099

Wm. Wrigley Jr. Co.

75,552

3,539,611

52,765,335

Household Products - 1.4%

Clorox Co.

79,062

2,684,155

Colgate-Palmolive Co.

191,349

11,287,678

Kimberly-Clark Corp.

178,493

9,977,759

Procter & Gamble Co.

434,536

27,723,397

51,672,989

Personal Products - 0.4%

Alberto-Culver Co. Class B

18,840

792,034

Shares

Value (Note 1)

Avon Products, Inc.

79,617

$ 3,684,675

Gillette Co.

352,208

10,210,510

14,687,219

Tobacco - 1.0%

Philip Morris Companies, Inc.

730,625

37,079,219

UST, Inc.

55,274

1,595,208

38,674,427

TOTAL CONSUMER STAPLES

279,065,715

ENERGY - 6.5%

Energy Equipment & Services - 0.7%

Baker Hughes, Inc.

110,754

3,710,259

Halliburton Co.

147,677

5,257,301

Nabors Industries, Inc. (a)

48,917

1,819,712

Noble Drilling Corp. (a)

44,660

1,462,615

Rowan Companies, Inc. (a)

31,301

691,752

Schlumberger Ltd. (NY Shares)

191,290

10,071,419

Transocean Sedco Forex, Inc.

105,770

4,363,013

27,376,071

Oil & Gas - 5.8%

Amerada Hess Corp.

29,354

2,371,803

Anadarko Petroleum Corp.

82,803

4,473,846

Apache Corp.

40,953

2,078,365

Ashland, Inc.

23,875

957,388

Burlington Resources, Inc.

71,758

2,866,732

Chevron Corp.

206,871

18,721,826

Conoco, Inc. Class B

207,571

5,998,802

Devon Energy Corp.

42,510

2,231,775

EOG Resources, Inc.

38,801

1,379,376

Exxon Mobil Corp.

1,149,885

100,442,455

Kerr-McGee Corp.

31,210

2,068,287

Occidental Petroleum Corp.

122,705

3,262,726

Phillips Petroleum Co.

82,023

4,675,311

Royal Dutch Petroleum Co. (NY Shares)

713,389

41,569,177

Sunoco, Inc.

30,783

1,127,581

Texaco, Inc.

194,921

12,981,739

Tosco Corp.

51,609

2,273,376

Unocal Corp.

80,642

2,753,924

USX - Marathon Group

106,768

3,150,724

215,385,213

TOTAL ENERGY

242,761,284

FINANCIALS - 17.7%

Banks - 5.8%

AmSouth Bancorp.

124,846

2,308,403

Bank of America Corp.

534,098

32,061,903

Bank of New York Co., Inc.

247,232

11,867,136

Bank One Corp.

386,123

13,823,203

BB&T Corp.

133,853

4,912,405

Charter One Financial, Inc.

69,260

2,209,394

Comerica, Inc.

58,913

3,393,389

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp

189,644

$ 11,445,015

First Union Corp.

326,982

11,424,751

FleetBoston Financial Corp.

361,598

14,265,041

Golden West Financial Corp.

53,053

3,408,125

Huntington Bancshares, Inc.

82,803

1,328,160

KeyCorp

141,746

3,692,483

Mellon Financial Corp.

162,826

7,489,996

National City Corp.

203,095

6,251,264

Northern Trust Corp.

73,897

4,773,746

PNC Financial Services Group, Inc.

96,623

6,356,827

Regions Financial Corp.

80,264

2,527,513

SouthTrust Corp.

112,568

2,926,768

SunTrust Banks, Inc.

98,733

6,395,924

Synovus Financial Corp.

95,665

3,001,968

U.S. Bancorp

643,519

14,665,798

Union Planters Corp.

46,061

2,008,260

Wachovia Corp.

69,814

4,967,266

Washington Mutual, Inc.

292,105

10,968,543

Wells Fargo & Co.

571,010

26,511,994

Zions Bancorp

30,600

1,779,696

216,764,971

Diversified Financials - 7.7%

AMBAC Financial Group, Inc.

34,887

2,030,423

American Express Co.

443,713

17,216,064

Bear Stearns Companies, Inc.

36,359

2,144,090

Capital One Financial Corp.

65,250

3,915,000

Charles Schwab Corp.

464,254

7,103,086

Citigroup, Inc.

1,678,548

88,694,476

Countrywide Credit Industries, Inc.

37,970

1,742,064

Fannie Mae

336,331

28,638,585

Franklin Resources, Inc.

89,088

4,077,558

Freddie Mac

231,802

16,226,140

Household International, Inc.

156,788

10,457,760

J.P. Morgan Chase & Co.

661,579

29,506,423

Lehman Brothers Holdings, Inc.

84,036

6,533,799

MBNA Corp.

283,720

9,348,574

Merrill Lynch & Co., Inc.

280,258

16,605,287

Moody's Corp.

55,149

1,847,492

Morgan Stanley Dean Witter & Co.

373,822

24,010,587

Providian Financial Corp.

94,926

5,619,619

State Street Corp.

107,934

5,341,654

Stilwell Financial, Inc.

75,319

2,527,706

T. Rowe Price Group, Inc.

41,380

1,521,129

USA Education, Inc.

54,294

3,963,462

289,070,978

Insurance - 4.2%

AFLAC, Inc.

177,474

5,588,656

Allstate Corp.

243,990

10,733,120

American General Corp.

168,229

7,814,237

Shares

Value (Note 1)

American International Group, Inc.

777,900

$ 66,899,400

Aon Corp.

84,548

2,959,180

Cincinnati Financial Corp.

53,269

2,132,358

Conseco, Inc.

109,141

1,489,775

Hartford Financial Services Group, Inc.

78,753

5,386,705

Jefferson-Pilot Corp.

51,288

2,478,236

John Hancock Financial Services, Inc.

98,467

3,964,281

Lincoln National Corp.

64,164

3,320,487

Loews Corp.

65,645

4,229,507

Marsh & McLennan Companies, Inc.

91,583

9,249,883

MBIA, Inc.

48,916

2,723,643

MetLife, Inc.

255,728

7,922,453

MGIC Investment Corp.

35,367

2,569,059

Progressive Corp.

24,360

3,293,228

SAFECO Corp.

42,876

1,270,845

The Chubb Corp.

58,169

4,504,026

The St. Paul Companies, Inc.

72,390

3,669,449

Torchmark Corp.

42,333

1,702,210

UnumProvident Corp.

80,752

2,593,754

156,494,492

TOTAL FINANCIALS

662,330,441

HEALTH CARE - 12.7%

Biotechnology - 0.8%

Amgen, Inc. (a)

347,868

21,585,209

Biogen, Inc. (a)

49,073

2,651,905

Chiron Corp. (a)

63,619

3,320,276

Medimmune, Inc. (a)

70,384

3,337,609

30,894,999

Health Care Equipment & Supplies - 1.3%

Applera Corp. - Applied
Biosystems Group

69,804

1,867,257

Bausch & Lomb, Inc.

18,627

675,042

Baxter International, Inc.

196,256

9,616,544

Becton, Dickinson & Co.

86,860

3,108,719

Biomet, Inc.

60,592

2,912,052

Boston Scientific Corp. (a)

137,769

2,342,073

C.R. Bard, Inc.

17,672

1,006,420

Guidant Corp. (a)

103,870

3,739,320

Medtronic, Inc.

402,578

18,522,614

St. Jude Medical, Inc. (a)

29,022

1,741,320

Stryker Corp.

66,105

3,625,859

49,157,220

Health Care Providers & Services - 1.3%

Aetna, Inc. (a)

48,365

1,251,203

Cardinal Health, Inc.

148,424

10,241,256

CIGNA Corp.

51,332

4,918,632

HCA - The Healthcare Co.

184,633

8,343,565

HealthSouth Corp. (a)

129,127

2,062,158

Humana, Inc. (a)

56,555

557,067

Manor Care, Inc. (a)

34,319

1,089,628

McKesson HBOC, Inc.

94,619

3,512,257

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - continued

Quintiles Transnational Corp. (a)

39,879

$ 1,016,516

Tenet Healthcare Corp. (a)

107,289

5,535,040

UnitedHealth Group, Inc.

106,915

6,602,001

Wellpoint Health Networks, Inc. (a)

20,935

1,972,914

47,102,237

Pharmaceuticals - 9.3%

Abbott Laboratories

517,798

24,859,482

Allergan, Inc.

43,684

3,734,982

American Home Products Corp.

437,808

25,585,500

Bristol-Myers Squibb Co.

647,572

33,868,016

Eli Lilly & Co.

376,547

27,864,478

Forest Laboratories, Inc. (a)

58,611

4,161,381

Johnson & Johnson

1,006,854

50,342,700

King Pharmaceuticals, Inc. (a)

56,010

3,010,538

Merck & Co., Inc.

764,273

48,844,687

Pfizer, Inc.

2,108,576

84,448,469

Pharmacia Corp.

430,665

19,789,057

Schering-Plough Corp.

488,207

17,692,622

Watson Pharmaceuticals, Inc. (a)

34,014

2,096,623

346,298,535

TOTAL HEALTH CARE

473,452,991

INDUSTRIALS - 11.2%

Aerospace & Defense - 1.5%

Boeing Co.

290,036

16,126,002

General Dynamics Corp.

66,572

5,179,967

Goodrich Corp.

35,918

1,364,166

Honeywell International, Inc.

296,148

10,362,219

Lockheed Martin Corp.

142,635

5,284,627

Northrop Grumman Corp.

27,837

2,229,744

Raytheon Co.

112,132

2,977,105

United Technologies Corp.

157,062

11,506,362

55,030,192

Air Freight & Couriers - 0.1%

FedEx Corp. (a)

99,874

4,014,935

Airlines - 0.2%

AMR Corp. (a)

50,399

1,820,916

Delta Air Lines, Inc.

41,094

1,811,424

Southwest Airlines Co.

253,373

4,684,867

U.S. Airways Group, Inc. (a)

22,492

546,556

8,863,763

Building Products - 0.1%

Crane Co.

20,026

620,806

Masco Corp.

149,603

3,734,091

4,354,897

Commercial Services & Supplies - 1.8%

Allied Waste Industries, Inc. (a)

59,699

1,115,177

Automatic Data Processing, Inc.

212,828

10,577,552

Shares

Value (Note 1)

Avery Dennison Corp.

37,327

$ 1,905,543

Cendant Corp. (a)

281,897

5,496,992

Cintas Corp.

57,465

2,697,982

Concord EFS, Inc. (a)

71,435

3,967,500

Convergys Corp. (a)

58,039

1,755,680

Deluxe Corp.

24,772

715,911

Ecolab, Inc.

42,584

1,744,666

Equifax, Inc.

46,275

1,697,367

First Data Corp.

132,400

8,506,700

Fiserv, Inc. (a)

41,931

2,599,722

H&R Block, Inc.

30,473

1,967,032

IMS Health, Inc.

99,074

2,823,609

Paychex, Inc.

125,355

5,164,626

Pitney Bowes, Inc.

84,528

3,560,319

R.R. Donnelley & Sons Co.

41,109

1,220,937

Robert Half International, Inc. (a)

61,476

1,530,138

Sabre Holdings Corp. Class A

43,834

2,191,700

Waste Management, Inc.

211,759

6,526,412

67,765,565

Construction & Engineering - 0.0%

Fluor Corp.

24,816

1,120,442

McDermott International, Inc.

19,847

231,218

1,351,660

Electrical Equipment - 0.5%

American Power Conversion Corp. (a)

72,931

1,079,379

Cooper Industries, Inc.

34,551

1,367,874

Emerson Electric Co.

145,327

8,792,284

Molex, Inc.

66,850

2,427,992

National Service Industries, Inc.

13,818

311,872

Power-One, Inc. (a)

25,939

428,253

Rockwell International Corp.

63,848

2,433,886

Thomas & Betts Corp.

25,597

564,926

17,406,466

Industrial Conglomerates - 5.7%

General Electric Co.

3,280,418

159,920,364

Minnesota Mining & Manufacturing Co.

132,375

15,103,988

Textron, Inc.

47,088

2,591,724

Tyco International Ltd.

642,430

35,012,435

212,628,511

Machinery - 0.8%

Caterpillar, Inc.

114,479

5,729,674

Cummins, Inc.

16,320

631,584

Danaher Corp.

47,300

2,648,800

Deere & Co.

79,058

2,992,345

Dover Corp.

67,745

2,550,599

Eaton Corp.

22,775

1,596,528

Illinois Tool Works, Inc.

100,673

6,372,601

Ingersoll-Rand Co.

53,187

2,191,304

ITT Industries, Inc.

28,917

1,279,577

Navistar International Corp. (a)

19,402

545,778

PACCAR, Inc.

25,165

1,286,938

Pall Corp.

40,476

952,400

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - continued

Parker-Hannifin Corp.

38,404

$ 1,629,866

Timken Co.

19,834

335,988

30,743,982

Road & Rail - 0.4%

Burlington Northern Santa Fe Corp.

131,310

3,961,623

CSX Corp.

71,307

2,584,166

Norfolk Southern Corp.

128,665

2,663,366

Ryder System, Inc.

23,934

469,106

Union Pacific Corp.

82,849

4,549,239

14,227,500

Trading Companies & Distributors - 0.1%

Genuine Parts Co.

56,978

1,794,807

W.W. Grainger, Inc.

31,113

1,280,611

3,075,418

TOTAL INDUSTRIALS

419,462,889

INFORMATION TECHNOLOGY - 18.4%

Communications Equipment - 3.0%

ADC Telecommunications, Inc. (a)

259,217

1,783,413

Andrew Corp. (a)

26,920

496,943

Avaya, Inc. (a)

95,078

1,302,569

Cabletron Systems, Inc. (a)

62,219

1,421,704

Cisco Systems, Inc. (a)

2,432,918

47,125,622

Comverse Technology, Inc. (a)

55,432

3,193,438

Corning, Inc.

307,159

5,132,627

JDS Uniphase Corp. (a)

436,261

5,749,920

Lucent Technologies, Inc.

1,137,097

7,050,001

Motorola, Inc.

729,824

12,085,885

Nortel Networks Corp.

1,063,246

9,664,906

QUALCOMM, Inc. (a)

251,813

14,340,750

Scientific-Atlanta, Inc.

53,876

2,187,366

Tellabs, Inc. (a)

137,051

2,556,001

114,091,145

Computers & Peripherals - 4.5%

Apple Computer, Inc. (a)

116,116

2,808,846

Compaq Computer Corp.

565,246

8,755,661

Dell Computer Corp. (a)

865,158

23,445,782

EMC Corp. (a)

731,733

21,256,844

Gateway, Inc. (a)

108,560

1,785,812

Hewlett-Packard Co.

646,325

18,484,895

International Business Machines Corp.

579,158

65,444,854

Lexmark International, Inc. Class A (a)

42,662

2,869,020

NCR Corp. (a)

31,852

1,497,044

Network Appliance, Inc. (a)

107,814

1,495,380

Palm, Inc. (a)

190,967

1,161,079

Sun Microsystems, Inc. (a)

1,090,333

17,663,395

166,668,612

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

152,384

4,952,480

Shares

Value (Note 1)

Jabil Circuit, Inc. (a)

63,629

$ 1,963,591

Millipore Corp.

15,435

956,661

PerkinElmer, Inc.

33,200

913,996

Sanmina Corp. (a)

102,199

2,462,996

Solectron Corp. (a)

215,522

3,944,053

Symbol Technologies, Inc.

73,790

1,638,138

Tektronix, Inc. (a)

31,419

853,026

Thermo Electron Corp. (a)

60,007

1,321,354

19,006,295

Internet Software & Services - 0.1%

BroadVision, Inc. (a)

90,495

462,429

Yahoo!, Inc. (a)

183,892

3,593,250

4,055,679

IT Consulting & Services - 0.4%

Computer Sciences Corp. (a)

56,969

1,971,127

Electronic Data Systems Corp.

156,762

9,797,625

Sapient Corp. (a)

40,313

394,261

Unisys Corp. (a)

104,634

1,539,166

13,702,179

Office Electronics - 0.1%

Xerox Corp.

224,063

2,144,283

Semiconductor Equipment & Products - 4.2%

Advanced Micro Devices, Inc. (a)

114,291

3,300,724

Altera Corp. (a)

132,667

3,934,903

Analog Devices, Inc. (a)

120,327

5,204,143

Applied Materials, Inc. (a)

270,625

13,918,244

Applied Micro Circuits Corp. (a)

100,088

1,767,554

Broadcom Corp. Class A (a)

81,840

3,521,575

Conexant Systems, Inc. (a)

81,842

730,031

Intel Corp.

2,249,897

68,599,360

KLA-Tencor Corp. (a)

61,556

3,613,337

Linear Technology Corp.

105,938

4,940,948

LSI Logic Corp. (a)

120,070

2,257,316

Maxim Integrated Products, Inc. (a)

108,107

5,088,596

Micron Technology, Inc. (a)

198,470

8,157,117

National Semiconductor Corp. (a)

58,402

1,700,666

Novellus Systems, Inc. (a)

47,087

2,620,862

QLogic Corp. (a)

30,854

1,987,306

Teradyne, Inc. (a)

58,164

1,925,228

Texas Instruments, Inc.

579,830

18,264,645

Vitesse Semiconductor Corp. (a)

63,671

1,345,368

Xilinx, Inc. (a)

110,452

4,644,507

157,522,430

Software - 5.6%

Adobe Systems, Inc.

80,234

3,766,986

Autodesk, Inc.

18,819

700,067

BMC Software, Inc. (a)

81,054

1,826,957

Citrix Systems, Inc. (a)

61,518

2,131,599

Computer Associates International, Inc.

192,302

6,922,872

Compuware Corp. (a)

122,030

1,666,930

Intuit, Inc. (a)

68,845

2,671,186

Mercury Interactive Corp. (a)

26,902

1,657,432

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Microsoft Corp. (a)

1,794,235

$ 129,202,862

Novell, Inc. (a)

105,647

549,364

Oracle Corp. (a)

1,866,649

36,698,319

Parametric Technology Corp. (a)

88,520

1,140,138

PeopleSoft, Inc. (a)

95,162

4,596,325

Siebel Systems, Inc. (a)

150,757

7,145,882

VERITAS Software Corp. (a)

132,323

8,987,378

209,664,297

TOTAL INFORMATION TECHNOLOGY

686,854,920

MATERIALS - 2.5%

Chemicals - 1.2%

Air Products & Chemicals, Inc.

77,169

3,530,482

Dow Chemical Co.

300,337

9,986,205

E.I. du Pont de Nemours and Co.

349,240

16,847,338

Eastman Chemical Co.

26,213

1,248,525

Engelhard Corp.

43,723

1,127,616

FMC Corp. (a)

10,575

725,022

Great Lakes Chemical Corp.

17,578

542,281

Hercules, Inc.

37,938

428,699

International Flavors & Fragrances, Inc.

32,783

823,837

PPG Industries, Inc.

56,718

2,981,665

Praxair, Inc.

53,590

2,518,730

Rohm & Haas Co.

74,282

2,443,878

Sigma Aldrich Corp.

26,374

1,068,147

44,272,425

Construction Materials - 0.0%

Vulcan Materials Co.

33,989

1,826,909

Containers & Packaging - 0.1%

Ball Corp.

9,511

452,343

Bemis Co., Inc.

17,654

709,161

Pactiv Corp. (a)

52,553

704,210

Sealed Air Corp. (a)

28,665

1,067,771

Temple-Inland, Inc.

16,349

871,238

3,804,723

Metals & Mining - 0.7%

Alcan, Inc.

106,312

4,479,991

Alcoa, Inc.

289,186

11,393,928

Allegheny Technologies, Inc.

26,937

487,290

Barrick Gold Corp.

132,238

2,017,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

50,049

553,041

Homestake Mining Co.

87,513

678,226

Inco Ltd. (a)

60,833

1,052,724

Newmont Mining Corp.

64,126

1,193,385

Nucor Corp.

26,085

1,275,296

Phelps Dodge Corp.

26,359

1,093,899

Placer Dome, Inc.

109,211

1,067,584

Shares

Value (Note 1)

USX - U.S. Steel Group

29,749

$ 599,442

Worthington Industries, Inc.

28,691

390,198

26,282,638

Paper & Forest Products - 0.5%

Boise Cascade Corp.

19,025

669,109

Georgia-Pacific Group

75,318

2,549,514

International Paper Co.

160,814

5,741,060

Louisiana-Pacific Corp.

34,464

404,263

Mead Corp.

33,033

896,516

Potlatch Corp.

9,372

322,491

Westvaco Corp.

33,497

813,642

Weyerhaeuser Co.

72,562

3,988,733

Willamette Industries, Inc.

36,385

1,801,058

17,186,386

TOTAL MATERIALS

93,373,081

TELECOMMUNICATION SERVICES - 5.5%

Diversified Telecommunication Services - 5.2%

ALLTEL Corp.

105,261

6,448,289

AT&T Corp.

1,149,130

25,280,860

BellSouth Corp.

626,690

25,236,806

CenturyTel, Inc.

46,163

1,398,739

Citizens Communications Co. (a)

86,918

1,045,624

Global Crossing Ltd. (a)

294,034

2,540,454

Qwest Communications
International, Inc.

552,929

17,621,847

SBC Communications, Inc.

1,122,270

44,958,136

Sprint Corp. - FON Group

294,341

6,287,124

Verizon Communications

902,819

48,300,817

WorldCom, Inc.

961,056

14,367,787

193,486,483

Wireless Telecommunication Services - 0.3%

Nextel Communications, Inc. Class A (a)

257,776

4,464,680

Sprint Corp. - PCS Group Series 1 (a)

312,996

7,558,853

12,023,533

TOTAL TELECOMMUNICATION SERVICES

205,510,016

UTILITIES - 3.6%

Electric Utilities - 2.6%

AES Corp. (a)

177,383

7,636,338

Allegheny Energy, Inc.

40,857

1,971,350

Ameren Corp.

45,683

1,950,664

American Electric Power Co., Inc.

107,439

4,960,459

Calpine Corp. (a)

99,510

3,761,478

Cinergy Corp.

52,828

1,846,339

CMS Energy Corp.

43,407

1,208,885

Consolidated Edison, Inc.

70,657

2,812,149

Constellation Energy Group, Inc.

54,090

2,304,234

Dominion Resources, Inc.

79,825

4,799,877

DTE Energy Co.

57,146

2,653,860

Duke Energy Corp.

255,927

9,983,712

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utilities - continued

Edison International

108,086

$ 1,205,159

Entergy Corp.

74,250

2,850,458

Exelon Corp.

106,305

6,816,277

FirstEnergy Corp.

75,091

2,414,927

FPL Group, Inc.

59,018

3,553,474

GPU, Inc.

40,260

1,415,139

Mirant Corp.

113,013

3,887,647

Niagara Mohawk Holdings, Inc. (a)

53,745

950,749

PG&E Corp.

128,580

1,440,096

Pinnacle West Capital Corp.

28,181

1,335,779

PPL Corp.

48,353

2,659,415

Progress Energy, Inc.

68,502

3,077,110

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

71,990

3,520,311

Reliant Energy, Inc.

98,339

3,167,499

Southern Co.

225,545

5,243,921

TXU Corp.

86,082

4,147,431

Xcel Energy, Inc.

113,551

3,230,526

96,820,743

Gas Utilities - 0.4%

El Paso Corp.

165,762

8,709,135

KeySpan Corp.

45,469

1,658,709

Kinder Morgan, Inc.

38,543

1,936,786

Nicor, Inc.

15,671

610,856

NiSource, Inc.

68,665

1,876,614

ONEOK, Inc.

20,330

400,501

Peoples Energy Corp.

12,241

492,088

Sempra Energy

67,997

1,859,038

17,543,727

Multi-Utilities - 0.6%

Dynegy, Inc. Class A

107,820

5,013,630

Enron Corp.

249,137

12,207,713

Williams Companies, Inc.

160,984

5,304,423

22,525,766

TOTAL UTILITIES

136,890,236

TOTAL COMMON STOCKS

(Cost $2,604,560,897)

3,689,611,731

U.S. Treasury Obligations - 1.3%

Moody's Ratings
(unaudited)

Principal
Amount

U.S. Treasury Bills, yield at date of purchase 3.22% to 3.83% 7/5/01 to 8/16/01 (c)
(Cost $48,946,388)

-

$ 49,118,000

48,967,193

Cash Equivalents - 7.1%

Shares

Value (Note 1)

Daily Assets Institutional, 4.21% (b)
(Cost $264,338,290)

264,338,290

$ 264,338,290

TOTAL INVESTMENT PORTFOLIO - 107.1%

(Cost $2,917,845,575)

4,002,917,214

NET OTHER ASSETS - (7.1)%

(263,803,719)

NET ASSETS - 100%

$ 3,739,113,495

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

159 S&P 500 Stock Index Contracts

Sept. 2001

$ 48,960,075

$ (840,001)

The face value of futures purchased as a percentage of net assets - 1.3%

Legend

(a) Non-income producing

(b) The rate quoted is the daily rate of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $4,979,664.

Other Information

Purchases of securities, other than short-term securities, aggregated $190,286,286. Sales of securities, other than short-term securities, aggregated $322,158,155, of which $165,309,648 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $(11,896,554) on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $506,011,149 and $477,443,988, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Deutsche Asset Management Inc. The commissions paid to these affiliated firms were $0 and $18,756, respectively for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,931,979,174. Net unrealized appreciation aggregated $1,070,938,040, of which $1,372,516,167 related to appreciated investment securities and $301,578,127 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

Index 500 Portfolio

See accompanying notes which are an integral part of the financial statements.

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $256,928,525) (cost $2,917,845,575) - See accompanying schedule

$ 4,002,917,214

Cash

29,876

Receivable for investments sold

281,642

Receivable for fund shares sold

2,822,639

Dividends receivable

2,759,130

Receivable for daily variation on futures contracts

183,769

Other receivables

81,075

Total assets

4,009,075,345

Liabilities

Payable for investments purchased

$ 3,656,999

Payable for fund shares redeemed

1,093,048

Accrued management fee

583,422

Distribution fees payable

2,198

Other payables and
accrued expenses

287,893

Collateral on securities loaned,
at value

264,338,290

Total liabilities

269,961,850

Net Assets

$ 3,739,113,495

Net Assets consist of:

Paid in capital

$ 2,683,678,810

Undistributed net investment income

18,913,909

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(47,696,560)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,084,217,336

Net Assets

$ 3,739,113,495

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,727,524,130 ÷ 26,972,083
shares)

$138.20

Service Class:
Net Asset Value, offering price
and redemption price per share
($589,770 ÷ 4,270 shares)

$138.12

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,999,595 ÷ 79,893 shares)

$137.68

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,195,284

Interest

959,846

Security lending

366,686

Total income

24,521,816

Expenses

Management fee

$ 4,662,667

Transfer agent fees

1,268,569

Distribution fees

9,549

Accounting fees

314,919

Non-interested trustees' compensation

6,870

Registration fees

4,363

Audit

24,276

Legal

9,488

Reports to shareholders

189,901

Miscellaneous

1,379

Total expenses before reductions

6,491,981

Expense reductions

(1,114,106)

5,377,875

Net investment income

19,143,941

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,314,386)

Foreign currency transactions

4,532

Futures contracts

2,069,773

(36,240,081)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(265,416,293)

Assets and liabilities in
foreign currencies

(14,302)

Futures contracts

(700,609)

(266,131,204)

Net gain (loss)

(302,371,285)

Net increase (decrease) in net assets resulting from operations

$ (283,227,344)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 19,143,941

$ 44,181,536

Net realized gain (loss)

(36,240,081)

48,471,842

Change in net unrealized appreciation (depreciation)

(266,131,204)

(539,063,132)

Net increase (decrease) in net assets resulting from operations

(283,227,344)

(446,409,754)

Distributions to shareholders
From net investment income

(44,349,182)

(51,736,686)

From net realized gain

-

(22,615,438)

Total distributions

(44,349,182)

(74,352,124)

Share transactions - net increase (decrease)

(82,450,776)

(868,832,015)

Total increase (decrease) in net assets

(410,027,302)

(1,389,593,893)

Net Assets

Beginning of period

4,149,140,797

5,538,734,690

End of period (including undistributed net investment income of $18,913,909 and $44,119,720, respectively)

$ 3,739,113,495

$ 4,149,140,797

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,709,254

$ 524,138,294

8,463,215

$ 1,364,549,374

Reinvested

292,574

44,278,192

477,249

74,350,653

Redeemed

(4,774,553)

(662,569,033)

(14,280,085)

(2,308,173,895)

Net increase (decrease)

(772,725)

$ (94,152,547)

(5,339,621)

$ (869,273,868)

Service Class B
Sold

3,681

$ 515,201

600

$ 100,000

Reinvested

6

967

-

-

Redeemed

(17)

(2,347)

-

-

Net increase (decrease)

3,670

$ 513,821

600

$ 100,000

Service Class 2 A
Sold

80,096

$ 11,498,989

2,387

$ 375,234

Reinvested

464

70,023

9

1,470

Redeemed

(2,834)

(381,062)

(229)

(34,851)

Net increase (decrease)

77,726

$ 11,187,950

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 44,278,192

$ 51,735,663

Service Class B

967

-

Service Class 2 A

70,023

1,023

Total

$ 44,349,182

$ 51,736,686

From net realized gain
Initial Class

$ -

$ 22,614,991

Service Class B

-

-

Service Class 2 A

-

447

Total

$ -

$ 22,615,438

$ 44,349,182

$ 74,352,124

A Service Class 2 commenced sale of shares January 12, 2000.

B Service Class commenced sale of shares July 7, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

.70 D

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(10.44)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(9.74)

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.59)

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

-

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(1.59)

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 138.20

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(6.61)%

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,727,524

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets before
expense reductions

.34% A

.33%

.34%

.35%

.40%

.43%

Ratio of expenses to average net assets after
voluntary waivers

.28% A

.28%

.28%

.28%

.28%

.28%

Ratio of net investment income to average net assets

.99% A

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10% A

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.46

$ 166.69

Income from Investment Operations

Net investment income D

.59

.65

Net realized and unrealized gain (loss)

(10.40)

(17.88)

Total from investment operations

(9.81)

(17.23)

Less Distributions

From net investment income

(1.53)

-

Net asset value, end of period

$ 138.12

$ 149.46

Total Return B, C

(6.65)%

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 590

$ 90

Ratio of expenses to average net assets before expense reductions

.78% A

.43% A, F

Ratio of expenses to average net assets after voluntary waivers

.38% A

.38% A

Ratio of net investment income to average net assets

.89% A

.84% A

Portfolio turnover rate

10% A

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

F The annualized expense ratio before expense reductions reflects certain fund expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.18

$ 163.25

Income from Investment Operations

Net investment income D

.50

1.04

Net realized and unrealized gain (loss)

(10.39)

(12.71)

Total from investment operations

(9.89)

(11.67)

Less Distributions

From net investment income

(1.61)

(1.67)

From net realized gain

-

(.73)

Total distributions

(1.61)

(2.40)

Net asset value, end of period

$ 137.68

$ 149.18

Total Return B, C

(6.72)%

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,000

$ 323

Ratio of expenses to average net assets before expense reductions

.61% A

.76% A

Ratio of expenses to average net assets after voluntary waivers

.53% A

.53% A

Ratio of net investment income to average net assets

.74% A

.69% A

Portfolio turnover rate

10% A

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class

10.83%

7.20%

7.48%

LB Aggregate Bond

11.23%

7.48%

7.87%

Variable Annuity Intermediate Investment
Grade Debt Funds Average

10.11%

6.71%

7.38%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity intermediate investment grade debt funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 34 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $20,564 - a 105.64% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,328 - a 113.28% increase.

Investment Summary

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa

53.7

Aa

3.9

A

11.3

Baa

15.8

Ba and Below

0.9

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of June 30, 2001

Years

7.8

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

13.9

Telecommunication Services

5.2

Utilities

2.7

Consumer Discretionary

2.6

Industrials

2.1

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the six months that ended June 30, 2001, the fund performed in line with the variable annuity intermediate investment grade debt funds average tracked by Lipper Inc., which returned 3.39%, and the Lehman Brothers Aggregate Bond Index, which returned 3.62%. For the 12 months that ended June 30, 2001, the fund topped the Lipper average, which returned 10.11%, yet slightly trailed the Lehman Brothers index, which returned 11.23%.

Q. What was the investment environment like for investment-grade bonds during the past six months?

A. Unique technical market conditions defined the landscape for bonds, which weathered the economic storm and turned in strong results during the six-month period. The Federal Reserve Board's monetary policy had a major influence on performance. Growing evidence of widespread weakness in the economy prompted the Fed to begin aggressively unwinding its previous tightening cycle by cutting the fed funds target rate on six occasions during the first half of 2001, two of which were unusual inter-meeting moves in January and April. As short-term interest rates fell, intermediate- and long-term rates actually rose as markets began to anticipate an economic recovery. This resulted in a dramatic steepening of the Treasury yield curve and a sharp rally in credit risk assets. All spread sectors outperformed Treasuries during this time frame, with corporate bonds posting the strongest returns by far, much of which came in January when yield spreads tightened significantly relative to government bonds. Another surprise rate cut in the spring spawned further spread tightening and secured top billing for the corporate sector during the period.

Q. What factors had the most influence on fund performance?

A. The fund's corporate bond holdings told the story. Yield curve positioning was important, as we were overweighted in the intermediate part of the curve where most of the spread tightening was concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key to performance, as we managed to capitalize on the volatility that marked the corporate market during the six-month period. When things were falling apart for corporates late in 2000, I took the opportunity to pick up some good values, significantly raising the fund's exposure to the sector. That move proved wise given January's tremendous rebound in the credit markets. We benefited from selling into this rally, particularly in the deeply depressed telecommunications sector, which we traded well throughout the period. Mortgage securities also proved to be fertile territory for us during the period. Emphasizing discount mortgages helped modestly, as rising mortgage rates during the second quarter of 2001 led to reduced prepayment risk, a plus in a market where the average bond now trades at a premium, or above face value. The fund also picked up some extra yield outside of the benchmark with positions in high-quality, short-term asset-backed securities, as well as from a higher-than-normal cash position early in the period when yields from short-term securities were extremely high due to an inverted yield curve.

Q. How important was diversification during the period?

A. It was invaluable. Given the rapid deterioration of market fundamentals in response to a sharply decelerating economy, even the best credit analysis was unable to fully insulate portfolios from companies that experienced sudden, severe financial stress. The only effective defense against negative credit event risk proved to be a highly diverse portfolio. Although we had a handful of bonds that performed poorly during the period, our positions were relatively small, and this helped limit our downside. This stance also helped us secure an edge over our Lipper peer average, which generally had more credit disappointments than we did. Relative to the index, we benefited from avoiding much of the meltdown in the technology space and the California utility debacle. Adding to our holdings in Yankee bonds - dollar-denominated securities issued by foreign entities - primarily those issued by top-tier European banks, telecom companies and Canadian provinces was an important defensive strategy that further aided performance. Reducing a long-standing overweighting in energy also proved wise, as softening global demand spelled trouble for many of these issues. In hindsight, though, I might have sold some of these bonds a little early.

Q. What's your outlook?

A. Just because bonds had a nice run during the past year doesn't mean that the streak is over. Even though I think the big returns in Treasuries are behind us, the asset class now represents an even smaller share - around 24% - of the overall investment-grade bond market. With much of the market trading at decade-high spread levels, the odds of seeing reasonably attractive fixed-income returns from here remain quite good even if Treasury yields were to stay put.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of June 30, 2001, more than $1.0 billion

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 29.4%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.6%

Hotels Restaurants & Leisure - 0.1%

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

$ 1,400,000

$ 1,334,844

Media - 2.2%

British Sky Broadcasting Group PLC yankee 8.2% 7/15/09

Ba1

2,100,000

2,076,396

Clear Channel Communications, Inc. 7.875% 6/15/05

Baa3

4,000,000

4,189,160

Continental Cablevision, Inc. 8.3% 5/15/06

A3

810,000

872,119

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,933,146

TCI Communications, Inc. 9.8% 2/1/12

A3

1,915,000

2,279,118

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

8,800,000

9,482,528

Time Warner, Inc. 8.18% 8/15/07

Baa1

1,240,000

1,342,759

23,175,226

Multiline Retail - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,791,630

Kmart Corp. 9.375% 2/1/06

Baa3

900,000

877,500

2,669,130

TOTAL CONSUMER DISCRETIONARY

27,179,200

CONSUMER STAPLES - 1.9%

Food Products - 0.5%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

1,270,000

1,293,609

Kellogg Co.:

6.6% 4/1/11 (c)

Baa2

2,400,000

2,325,000

7.45% 4/1/31 (c)

Baa2

1,600,000

1,592,128

5,210,737

Household Products - 0.2%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

2,007,420

6.625% 9/15/04

Baa3

350,000

343,861

2,351,281

Tobacco - 1.2%

Philip Morris Companies, Inc.:

6.95% 6/1/06

A2

5,000,000

5,109,250

7% 7/15/05

A2

1,500,000

1,539,555

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

$ 5,325,000

$ 5,402,000

12,050,805

TOTAL CONSUMER STAPLES

19,612,823

ENERGY - 0.3%

Oil & Gas - 0.3%

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,097,000

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

1,270,000

1,320,381

3,417,381

FINANCIALS - 13.9%

Banks - 5.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

1,000,000

1,007,340

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,026,810

Bank of America Corp. 7.8% 2/15/10

Aa3

6,600,000

7,011,312

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

3,014,520

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,733,320

BankBoston Corp. 6.625% 12/1/05

A3

5,400,000

5,546,394

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,151,011

8.55% 9/29/49 (b)(c)

Aa2

1,160,000

1,247,186

Capital One Bank 6.375% 2/15/03

Baa2

930,000

931,934

First Union Corp. 7.55% 8/18/05

A1

1,475,000

1,560,830

First Union National Bank, North Carolina 7.8% 8/18/10

A1

5,000,000

5,318,000

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,775,207

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250,000

258,098

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

270,982

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,662,730

7.125% 4/22/04

Baa2

1,025,000

1,054,684

7.375% 9/17/04

Baa2

1,320,000

1,371,229

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

353,313

6.875% 11/15/02

Baa2

1,750,000

1,788,290

Merita Bank Ltd. yankee 6.5% 1/15/06

A1

1,500,000

1,523,685

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Banks - continued

Providian National Bank 6.75% 3/15/02

Baa3

$ 3,000,000

$ 3,029,610

Union Planters Corp.:

6.75% 11/1/05

Baa2

400,000

402,604

7.75% 3/1/11

Baa2

5,000,000

5,164,000

Union Planters National Bank 6.81% 8/20/01

A3

500,000

501,410

Wells Fargo Bank NA, San Francisco 7.55% 6/21/10

Aa2

900,000

953,145

51,657,644

Diversified Financials - 6.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,142,179

Amvescap PLC yankee 6.6% 5/15/05

A2

5,100,000

5,091,738

Associates Corp. of North America 6% 7/15/05

Aa3

2,500,000

2,524,150

Athena Neurosciences Finance LLC 7.25% 2/21/08

Baa2

5,050,000

5,145,900

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

1,100,000

1,167,012

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,161,310

CIT Group, Inc. 5.5% 2/15/04

A2

500,000

494,065

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

3,010,345

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

1,800,000

1,797,820

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

250,000

253,713

Ford Motor Credit Co.:

6.875% 2/1/06

A2

4,600,000

4,689,148

7.375% 2/1/11

A2

650,000

659,510

7.875% 6/15/10

A2

370,000

388,004

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

2,500,000

2,570,650

7.25% 3/2/11

A2

3,000,000

3,046,320

7.5% 7/15/05

A2

500,000

522,840

7.625% 6/15/04

A2

2,000,000

2,102,640

7.75% 1/19/10

A2

1,300,000

1,367,418

Household Finance Corp. 6.5% 1/24/06

A2

1,200,000

1,219,956

HSBC Capital Funding LP 9.547% 12/31/49 (b)(c)

A1

1,600,000

1,802,048

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

2,550,000

2,703,000

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Mellon Funding Corp. 7.5% 6/15/05

A1

$ 650,000

$ 690,001

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

2,500,000

2,518,325

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

970,000

990,981

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

1,800,000

1,875,960

7.875% 11/15/10

Baa2

2,120,000

2,231,491

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

1,300,000

1,364,116

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

1,080,000

1,056,100

6.875% 11/15/28

Baa1

5,380,000

4,521,244

7.125% 1/30/06

Baa1

1,480,000

1,490,168

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,636,905

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

842,400

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,900,000

2,916,936

6.75% 5/15/09

Baa1

785,000

743,780

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,600,000

1,731,328

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,560,000

69,029,501

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

816,450

Real Estate - 1.9%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,337,058

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

505,721

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,539,225

EOP Operating LP:

6.5% 1/15/04

Baa1

2,885,000

2,937,680

6.625% 2/15/05

Baa1

4,500,000

4,574,835

6.75% 2/15/08

Baa1

4,020,000

3,956,926

ERP Operating LP 7.1% 6/23/04

A3

1,000,000

1,032,140

Mack-Cali Realty LP 7.75% 2/15/11

Baa3

2,700,000

2,727,027

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

564,859

19,175,471

TOTAL FINANCIALS

140,679,066

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.3%

Raytheon Co. 7.9% 3/1/03

Baa3

2,735,000

2,811,908

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - 0.2%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

$ 550,000

$ 557,438

7.73% 9/15/12

Baa1

191,602

190,505

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

334,701

338,878

pass thru trust certificate:

7.57% 11/18/10

Aa2

465,000

489,138

7.92% 11/18/10

Aa3

500,000

523,825

2,099,784

Machinery - 0.5%

Tyco International Group SA yankee:

6.75% 2/15/11

Baa1

3,700,000

3,669,068

6.875% 1/15/29

Baa1

1,500,000

1,395,450

5,064,518

Road & Rail - 1.1%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

3,045,390

CSX Corp. 7.95% 5/1/27

Baa2

4,000,000

4,147,960

Norfolk Southern Corp.:

7.05% 5/1/37

Baa1

1,700,000

1,738,794

7.25% 2/15/31

Baa1

2,800,000

2,746,156

11,678,300

TOTAL INDUSTRIALS

21,654,510

INFORMATION TECHNOLOGY - 0.7%

IT Consulting & Services - 0.7%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

3,000,000

2,280,000

6.375% 11/30/01

Caa1

2,265,000

1,721,400

7.23% 8/16/01

Caa1

3,000,000

2,340,000

7.25% 9/1/02

Caa1

1,000,000

760,000

7,101,400

TELECOMMUNICATION SERVICES - 5.2%

Diversified Telecommunication Services - 4.8%

AT&T Corp. 6.5% 3/15/29

A2

7,845,000

6,679,390

British Telecommunications PLC 7.875% 12/15/05

Baa1

3,000,000

3,159,399

Cable & Wireless Optus Finance Property Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,072,820

8.125% 6/15/09 (c)

Baa1

3,000,000

3,212,850

Citizens Communications Co.:

8.5% 5/15/06

Baa2

1,750,000

1,784,825

9.25% 5/15/11

Baa2

2,900,000

3,003,965

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

France Telecom SA:

7.2% 3/1/06 (c)

A3

$ 4,700,000

$ 4,841,047

8.5% 3/1/31 (c)

A3

2,500,000

2,614,475

Koninklijke KPN NV:

8% 10/1/10

Baa2

3,000,000

2,858,970

8.375% 10/1/30

Baa2

1,900,000

1,729,418

SBC Communications, Inc. 5.75% 5/2/06

Aa3

5,205,000

5,130,360

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

1,730,000

1,702,078

Telefonica Europe BV 8.25% 9/15/30

A2

560,000

587,541

Telefonos de Mexico SA de CV 8.25% 1/26/06 (c)

Baa3

2,500,000

2,575,000

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa1

3,048,000

3,027,396

7.7% 7/20/29

Baa1

1,066,000

1,040,640

TELUS Corp. yankee 7.5% 6/1/07

Baa2

3,210,000

3,258,150

48,278,324

Wireless Telecommunication Services - 0.4%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (c)

Baa2

4,000,000

4,156,160

TOTAL TELECOMMUNICATION SERVICES

52,434,484

UTILITIES - 2.7%

Electric Utilities - 1.7%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,373,955

7.05% 12/11/07 (c)

Baa2

3,000,000

2,856,480

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,526,550

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,227,154

Hydro-Quebec 6.3% 5/11/11

A2

8,000,000

7,870,960

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,694,553

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

197,725

17,747,377

Gas Utilities - 0.7%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

445,000

439,304

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,314,738

7.625% 11/15/10

A3

925,000

969,215

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,933,611

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

1,000,000

1,044,370

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Gas Utilities - continued

Sempra Energy 7.95% 3/1/10

A2

$ 610,000

$ 604,321

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,040,740

7,346,299

Multi-Utilities - 0.3%

Citizens Utilities Co. 7.68% 10/1/34

Baa2

2,520,000

2,525,670

TOTAL UTILITIES

27,619,346

TOTAL NONCONVERTIBLE BONDS

(Cost $297,385,437)

299,698,210

U.S. Government and
Government Agency Obligations - 15.8%

U.S. Government Agency Obligations - 4.4%

Fannie Mae:

5.25% 6/15/06

Aaa

2,405,000

2,370,416

6.25% 2/1/11

Aa2

1,255,000

1,239,112

7.125% 6/15/10

Aaa

2,600,000

2,775,084

7.25% 1/15/10

Aaa

7,765,000

8,343,725

7.25% 5/15/30

Aaa

3,460,000

3,748,083

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,608

Federal Home Loan Bank 5% 2/28/03

Aaa

3,490,000

3,519,456

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,229,437

5.875% 3/21/11

Aa2

7,205,000

6,913,414

6% 6/15/11

Aaa

1,995,000

1,966,272

6.75% 3/15/31

Aaa

4,540,000

4,628,666

6.77% 9/15/02

Aaa

150,000

153,704

6.875% 1/15/05

Aaa

2,045,000

2,149,806

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Class 1-B, 8.5% 4/1/06

Aaa

1,343,084

1,463,442

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

139,153

141,553

Class 2-E, 9.4% 5/15/02

Aaa

57,689

59,169

Class 3-T, 9.625% 5/15/02

Aaa

3,226

3,300

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

$ 3,111

$ 3,118

Series 1993-D, 5.23% 5/15/05

Aaa

6,809

6,831

Series 1994-A, 7.12% 4/15/06

Aaa

5,205

5,447

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,182

5,455

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

4,706

4,781

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

80,675

81,856

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

81,000

81,616

6.86% 4/30/04

Aaa

687,550

706,207

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

44,610,558

U.S. Treasury Obligations - 11.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

21,980,000

22,766,444

6.25% 5/15/30

Aaa

2,800,000

2,965,788

11.25% 2/15/15

Aaa

14,060,000

21,274,467

12% 8/15/13

Aaa

20,280,000

28,065,695

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

10,350,000

10,346,792

4.625% 5/15/06

Aaa

16,790,000

16,559,138

5% 2/15/11

Aaa

1,525,000

1,479,479

6.5% 2/15/10

Aaa

4,450,000

4,779,567

7% 7/15/06

Aaa

7,645,000

8,292,455

TOTAL U.S. TREASURY OBLIGATIONS

116,529,825

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $160,389,442)

161,140,383

U.S. Government Agency -
Mortgage Securities - 38.2%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Fannie Mae - 28.6%

6% 2/1/13 to 2/1/29

Aaa

$ 11,649,658

$ 11,302,987

6% 7/1/31 (d)

Aaa

40,000,000

38,375,000

6.5% 2/1/10 to 6/1/31

Aaa

137,151,098

135,130,599

7% 12/1/24 to 6/1/31

Aaa

74,325,851

74,698,284

7.5% 7/1/07 to 2/1/31

Aaa

29,297,045

29,932,785

8% 3/1/23 to 3/1/30

Aaa

1,045,910

1,087,640

8.5% 3/1/25 to 6/1/25

Aaa

15,659

16,640

TOTAL FANNIE MAE

290,543,935

Freddie Mac - 0.2%

8.5% 3/1/20 to 1/1/28

Aaa

1,754,790

1,868,398

Government National Mortgage Association - 9.4%

6% 8/15/08 to 4/15/31

Aaa

35,956,191

34,876,665

6.5% 10/15/27 to 9/15/29 (e)

Aaa

53,716,584

53,147,447

7.5% 3/15/06 to 10/15/28

Aaa

7,420,906

7,626,335

8% 2/15/17

Aaa

97,034

102,047

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

95,752,494

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $389,873,358)

388,164,827

Asset-Backed Securities - 2.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,521,090

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

879,725

Capital One Master Trust 5.45% 3/16/09

Aaa

4,000,000

3,943,125

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

4,049,480

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

1,400,000

1,394,914

5.71% 9/15/05

A2

755,000

754,528

6.4% 12/15/02

Aaa

480,000

487,275

7.03% 11/15/03

Aaa

209,000

213,703

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

7,043,750

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Key Auto Finance Trust:

6.3% 10/15/03

A2

$ 38,768

$ 38,841

6.65% 10/15/03

Baa3

25,318

25,362

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

1,800,000

1,794,234

Railcar Trust 7.75% 6/1/04

Aaa

400,100

418,105

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

2,255,000

2,336,039

7.5% 11/15/07

A2

1,300,000

1,358,551

TOTAL ASSET-BACKED SECURITIES

(Cost $25,962,232)

26,258,722

Commercial Mortgage Securities - 1.9%

Commercial Resecuritization Trust sequential pay Series 1999-ABC1 Class A, 6.74% 1/1/09 (c)

Aaa

4,143,794

4,132,139

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (c)(f)

Aa1

633,875

634,284

Class E, 5.2838% 1/10/13 (c)(f)

Baa1

2,650,000

2,653,299

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

1,100,000

1,166,033

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,080,000

1,078,475

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

3,000,000

3,191,010

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

517,031

Class C1, 7.52% 5/15/06 (c)

A2

500,000

515,781

Fannie Mae ACES sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10

Aaa

37,602

37,778

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

2,000,000

2,022,500

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (c)(f)

Baa3

$ 1,000,000

$ 938,125

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

2,500,000

2,504,688

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $19,138,456)

19,391,143

Foreign Government and Government
Agency Obligations (g) - 1.7%

British Columbia Province yankee 7% 1/15/03

Aa2

500,000

515,955

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

517,100

Ontario Province 6% 2/21/06

Aa3

1,800,000

1,823,796

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,243

7.5% 7/15/23

A2

8,550,000

9,100,962

7% 1/30/07

A2

1,000,000

1,048,540

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,257,000

9.875% 2/1/10

Baa3

2,290,000

2,505,260

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $17,149,741)

17,023,856

Supranational Obligations - 0.4%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,105,320

Cash Equivalents - 15.2%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 4.12%, dated 6/29/01 due 7/2/01
(Cost $154,164,000)

$ 154,216,979

$ 154,164,000

TOTAL INVESTMENT
PORTFOLIO - 105.2%

(Cost $1,068,037,506)



1,069,946,461

NET OTHER ASSETS - (5.2)%

(53,208,179)

NET ASSETS - 100%

$ 1,016,738,282

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $48,119,487 or 4.7% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) A portion of the security is subject to a forward commitment to sell.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

68.9%

AAA, AA, A

64.9%

Baa

15.8%

BBB

14.3%

Ba

0.2%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.7%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $1,276,155,467 and $1,112,906,185, respectively, of which long-term U.S. government and government agency obligations aggregated $1,042,449,859 and $958,691,189, respectively.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,068,350,423. Net unrealized appreciation aggregated $1,596,038, of which $11,572,894 related to appreciated investment securities and $9,976,856 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,713,000 of which $11,269,000 and $11,444,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $27,233,150 and repurchase agreements of $154,164,000) (cost $1,068,037,506) -
See accompanying schedule

$ 1,069,946,461

Commitment to sell securities on a delayed delivery basis

$ (39,550,000)

Receivable for securities sold on a delayed delivery basis

39,762,500

212,500

Receivable for investments sold, regular delivery

627,598

Cash

135,735

Receivable for fund shares sold

2,873,914

Interest receivable

11,775,762

Total assets

1,085,571,970

Liabilities

Payable for investments purchased on a delayed delivery basis

38,800,000

Payable for fund shares redeemed

1,809,211

Accrued management fee

353,936

Distribution fees payable

1,027

Other payables and
accrued expenses

125,953

Collateral on securities loaned,
at value

27,743,561

Total liabilities

68,833,688

Net Assets

$ 1,016,738,282

Net Assets consist of:

Paid in capital

$ 1,004,971,622

Undistributed net investment income

26,020,290

Accumulated undistributed
net realized gain (loss)
on investments

(16,375,085)

Net unrealized appreciation (depreciation) on investments

2,121,455

Net Assets

$ 1,016,738,282

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($1,010,538,389 ÷ 81,909,834 shares)

$12.34

Service Class:
Net Asset Value, offering price
and redemption price per
share ($110,332 ÷
8,957 shares)

$12.32

Service Class 2:
Net Asset Value, offering price and redemption price per
share ($6,089,561 ÷
496,592 shares)

$12.26

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 28,750,589

Security lending

34,524

Total Income

28,785,113

Expenses

Management fee

$ 1,913,015

Transfer agent fees

306,058

Distribution fees

2,891

Accounting and security lending fees

114,907

Non-interested trustees' compensation

1,506

Custodian fees and expenses

37,477

Audit

11,693

Legal

1,375

Reports to shareholders

62,827

Total expenses before reductions

2,451,749

Expense reductions

(3,277)

2,448,472

Net investment income

26,336,641

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

7,177,230

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,669,637)

Delayed delivery commitments

212,500

(5,457,137)

Net gain (loss)

1,720,093

Net increase (decrease) in net assets resulting from operations

$ 28,056,734

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 26,336,641

$ 41,654,684

Net realized gain (loss)

7,177,230

(10,492,303)

Change in net unrealized appreciation (depreciation)

(5,457,137)

37,499,798

Net increase (decrease) in net assets resulting from operations

28,056,734

68,662,179

Distributions to shareholders
From net investment income

(42,039,084)

(43,339,425)

Share transactions - net increase (decrease)

290,474,383

56,071,728

Total increase (decrease) in net assets

276,492,033

81,394,482

Net Assets

Beginning of period

740,246,249

658,851,767

End of period (including undistributed net investment income of $26,020,290 and $41,328,235, respectively)

$ 1,016,738,282

$ 740,246,249

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

29,866,715

$ 368,132,748

20,063,685

$ 241,746,618

Reinvested

3,464,378

41,988,258

3,827,956

43,332,459

Redeemed

(10,188,060)

(125,511,382)

(19,290,975)

(229,327,088)

Net increase (decrease)

23,143,033

$ 284,609,624

4,600,666

$ 55,751,989

Service Class A
Sold

-

$ -

8,474

$ 100,000

Reinvested

483

5,847

-

-

Redeemed

-

-

-

-

Net increase (decrease)

483

$ 5,847

8,474

$ 100,000

Service Class 2 B
Sold

491,352

$ 6,019,433

17,796

$ 214,552

Reinvested

3,730

44,979

615

6,965

Redeemed

(16,754)

(205,500)

(147)

(1,778)

Net increase (decrease)

478,328

$ 5,858,912

18,264

$ 219,739

Distributions
From net investment income
Initial Class

$ 41,988,258

$ 43,332,459

Service Class A

5,847

-

Service Class 2 B

44,979

6,966

Total

$ 42,039,084

$ 43,339,425

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.360 C, E

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.080 E

.499

(.873)

.335

.291

(.290)

Total from investment operations

.440

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.690)

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

-

(.160)

(.070)

-

-

Total distributions

(.690)

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.340

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

3.59%

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,010,538

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.55% A

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

5.92% A, E

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

275% A

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 12.580

$ 11.800

Income from Investment Operations

Net investment income C

.355 E

.377

Net realized and unrealized gain (loss)

.075 E

.403

Total from investment operations

.430

.780

Less Distributions

From net investment income

(.690)

-

Net asset value, end of period

$ 12.320

$ 12.580

Total Return B

3.51%

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 110

$ 107

Ratio of expenses to average net assets

.65% A

.64% A

Ratio of net investment income to average net assets

5.83% A, E

6.40% A

Portfolio turnover rate

275% A

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

E Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 for Initial Class and $.008 for Service Class and increase net realized and unrealized gain (loss) per share by $.008 for Initial Class and $.008 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 6.06% for Initial Class and 5.97% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 12.540

$ 12.060

Income from Investment Operations

Net investment income D

.326 F

.686

Net realized and unrealized gain (loss)

.084 F

.634

Total from investment operations

.410

1.320

Less Distributions

From net investment income

(.690)

(.840)

Net asset value, end of period

$ 12.260

$ 12.540

Total Return B, C

3.36%

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 6,090

$ 229

Ratio of expenses to average net assets before expense reductions

.87% A

1.75% A

Ratio of expenses to average net assets after voluntary waivers

.87% A

1.05% A

Ratio of net investment income to average net assets

5.61% A, F

5.99% A

Portfolio turnover rate

275% A

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 and increase net realized and unrealized gain (loss) per share by $.008. Without this change the Ratio of net investment income to average net assets would have been 5.75%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee). If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class

1.25%

29.82%

S&P MidCap 400

8.87%

15.51%

Variable Annuity Mid-Cap Funds Average

-9.90%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity mid-cap funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 137 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class on December 28, 1998, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,238 - a 92.38% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,355 - a 43.55% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Freddie Mac

4.3

Fannie Mae

2.2

USA Education, Inc.

2.0

IDEC Pharmaceuticals Corp.

1.2

Newmont Mining Corp.

1.2

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.7

Health Care

13.9

Materials

10.2

Consumer Staples

9.2

Industrials

7.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

81.6%

Bonds

3.5%

Short-Term Investments and Net Other Assets

14.9%



* Foreign investments 7.3%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Thomas Allen became Portfolio Manager of Mid Cap Portfolio on June 13, 2001.

Q. How did the fund perform, Tom?

A. The fund underperformed the Standard & Poor's® MidCap 400 Index, which returned 0.97% for the six-month period ending June 30, 2001, but outperformed the variable annuity mid-cap funds average monitored by Lipper Inc., which returned -6.84%. For the 12 months ending June 30, 2001, the fund underperformed the S&P® MidCap index, which had a total return of 8.87%, but significantly beat the mid-cap funds average, which returned -9.90%.

Q. What were the main factors affecting performance during the period?

A. The fund significantly underweighted technology stocks throughout the period, while overweighting financial stocks, especially government-sponsored enterprises. Tech stocks were de-emphasized because of concerns about their high valuations at a time of slowing growth among Internet and telecommunications companies. As demand in these industries plateaued, companies found themselves saddled with overbuilt equipment inventories. On June 30, information technology stocks accounted for only 5.1% of the fund's net assets, compared with a 17.7% weighting for the MidCap index. During the first several months of the period, this underweighting helped the fund's relative performance, especially compared with its mutual fund peers, many of which had large tech positions. However, the fund missed most of the upside during the latter part of the period when tech stocks rallied. The fund did invest in biotechnology companies as a hedge against its underweighting of technology. Unfortunately, those stocks fell along with the tech sector on the down side, but didn't participate in the tech rally later in the period.

Q. The fund's three largest holdings at the end of the period all were government-sponsored financial enterprises. Why?

A. The fund was invested in Fannie Mae and Freddie Mac, both of which are involved in home mortgages, and also in USA Education - formerly known as Sallie Mae - which deals with student loans. These investments were held primarily as part of a defensive strategy, since these stocks normally would benefit from declining interest rates, while not being as vulnerable as banks are to credit quality issues when economic growth slows significantly. While these holdings did relatively well, their performance did not make up for the performance lost by not participating more broadly in the technology rally.

Q. What changes have you made since taking over the fund?

A. I've bought smaller stocks that I'm familiar with that have appealing valuations and that probably have greater earnings growth potential than the typical stock that makes up the benchmark. As a former small-cap analyst, I'm comfortable buying stocks at the smaller end of the mid-cap range. I'm generally interested in service businesses, especially those with recurring revenues. I'm also on the lookout for companies whose stock prices represent good values vis á vis their growth potential and where the balance sheet is acceptable and hopefully improving.

Q. Which specific stocks helped performance?

A. Freddie Mac was a positive contributor, as was Tosco, which did well on news that it had become an acquisition target of Phillips Petroleum. Several consumer staples investments also helped; in particular, RJ Reynolds and Philip Morris benefited from an easing of the threat of tobacco litigation. Philip Morris also rose on positive investor sentiment over the impending spin-off of its Kraft Foods division.

Q. What investments detracted from performance?

A. Underweighting technology was the biggest detractor during the late-period rally in the sector. Among individual stocks, Sepracor was a disappointment. This biotech company has been involved in research to develop solutions to reduce the side effects of several major drugs; however, major pharmaceutical companies backed away from their initial interest in Sepracor's products, and the stock price fell accordingly. Another disappointing performer was Pegasus, a satellite television company the fund invested in based partly on the perception that the company was a potential acquisition target. Consolidation in the direct TV industry was slower than expected, however, and Pegasus' stock did not live up to expectations.

Q. What's your near-term outlook, Tom?

A. I'm cautious as a result of the slowing economic trends we've been seeing. In particular, I'm concerned about overall consumer demand, the potential for credit risk in the financial services sector and the relatively high valuations in the stock market from a long-term historical perspective. At the same time, I'm looking for signs of pick-up in economic activity and the opportunities that may occur as the second half of the year unfolds.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2001, more than
$ 1.0 billion

Manager: Thomas Allen, since June 2001; joined Fidelity in 1995

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 81.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.0%

Auto Components - 0.4%

Superior Industries International, Inc.

36,300

$ 1,390,290

TRW, Inc.

67,200

2,755,200

4,145,490

Automobiles - 0.2%

DaimlerChrysler AG (Reg.)

38,800

1,775,876

Distributors - 0.0%

Brightpoint, Inc. (a)

28,700

86,961

Hotels, Restaurants & Leisure - 1.3%

Brinker International, Inc. (a)

81,500

2,106,775

Darden Restaurants, Inc.

39,600

1,104,840

International Game Technology (a)

54,500

3,419,875

Jack in the Box, Inc. (a)

38,480

1,004,328

Tricon Global Restaurants, Inc. (a)

76,200

3,345,180

Wendy's International, Inc.

81,400

2,078,956

13,059,954

Household Durables - 0.4%

Ethan Allen Interiors, Inc.

38,200

1,241,500

Furniture Brands International, Inc. (a)

36,300

1,016,400

M.D.C. Holdings, Inc.

33,600

1,189,440

Mohawk Industries, Inc. (a)

16,800

591,360

4,038,700

Leisure Equipment & Products - 0.2%

Mattel, Inc.

105,100

1,988,492

Media - 0.3%

Chris-Craft Industries, Inc. (a)

9,700

692,580

Pegasus Communications Corp. (a)

68,400

1,178,532

Scholastic Corp. (a)

22,200

939,060

2,810,172

Multiline Retail - 0.5%

Big Lots, Inc. (a)

62,200

850,896

Costco Wholesale Corp. (a)

20,600

863,758

Kmart Corp. (a)

347,400

3,984,678

5,699,332

Specialty Retail - 1.9%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

408,170

4,734,772

AutoZone, Inc. (a)

77,100

2,891,250

Galyan's Trading Co., Inc. (a)

250,000

5,112,500

O'Reilly Automotive, Inc. (a)

51,900

1,471,365

Pier 1 Imports, Inc.

261,000

3,001,500

19,890,287

Textiles & Apparel - 0.8%

Jones Apparel Group, Inc. (a)

106,600

4,605,120

Liz Claiborne, Inc.

18,470

931,812

Reebok International Ltd. (a)

89,750

2,867,513

8,404,445

TOTAL CONSUMER DISCRETIONARY

61,899,709

Shares

Value (Note 1)

CONSUMER STAPLES - 9.2%

Beverages - 0.7%

Pepsi Bottling Group, Inc.

121,800

$ 4,884,180

PepsiCo, Inc.

45,200

1,997,840

6,882,020

Food & Drug Retailing - 2.8%

CVS Corp.

24,800

957,280

Delhaize Freres & Compagnie Le Lion SA sponsored ADR

51,840

3,040,416

Fleming Companies, Inc.

120,000

4,284,000

George Weston Ltd.

43,450

2,526,069

Kroger Co. (a)

138,100

3,452,500

Performance Food Group Co. (a)

71,100

1,936,764

Rite Aid Corp. (a)

204,800

1,843,200

Rite Aid Corp. (a)(c)

98,000

793,800

Safeway, Inc. (a)

43,100

2,068,800

Sysco Corp.

239,000

6,488,850

Walgreen Co.

41,100

1,403,565

28,795,244

Food Products - 3.1%

Archer-Daniels-Midland Co.

274,900

3,573,700

Earthgrains Co.

173,700

4,516,200

Flowers Foods, Inc. (a)

81,340

2,550,009

H.J. Heinz Co.

42,200

1,725,558

Hershey Foods Corp.

87,900

5,424,309

Hormel Foods Corp.

64,100

1,560,194

IBP, Inc.

59,400

1,499,850

McCormick & Co., Inc. (non-vtg.)

100,200

4,210,404

Nestle SA (Reg.)

17,000

3,620,853

Smithfield Foods, Inc. (a)

23,900

963,170

Wm. Wrigley Jr. Co.

51,800

2,426,830

32,071,077

Household Products - 0.3%

Kimberly-Clark Corp.

61,600

3,443,440

Personal Products - 0.5%

Alberto-Culver Co. Class B

102,000

4,288,080

Carter-Wallace, Inc.

59,500

1,151,325

5,439,405

Tobacco - 1.8%

Philip Morris Companies, Inc.

184,700

9,373,525

RJ Reynolds Tobacco Holdings, Inc.

169,300

9,243,780

18,617,305

TOTAL CONSUMER STAPLES

95,248,491

ENERGY - 3.8%

Energy Equipment & Services - 1.2%

BJ Services Co. (a)

41,960

1,190,825

Cooper Cameron Corp. (a)

26,760

1,493,208

ENSCO International, Inc.

44,910

1,050,894

Global Marine, Inc. (a)

106,200

1,978,506

Pride International, Inc. (a)

19,500

370,500

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Smith International, Inc. (a)

13,700

$ 820,630

Tidewater, Inc.

39,450

1,487,265

Transocean Sedco Forex, Inc.

22,300

919,875

Varco International, Inc. (a)

66,148

1,231,005

Weatherford International, Inc. (a)

40,730

1,955,040

12,497,748

Oil & Gas - 2.6%

Apache Corp.

16,550

839,913

Burlington Resources, Inc.

26,500

1,058,675

Conoco, Inc. Class B

189,000

5,462,100

Devon Energy Corp.

11,961

627,974

EOG Resources, Inc.

58,500

2,079,675

Equitable Resources, Inc.

88,800

2,957,928

Noble Affiliates, Inc.

20,370

720,080

Occidental Petroleum Corp.

91,900

2,443,621

Texaco, Inc.

21,400

1,425,240

Tosco Corp.

145,330

6,401,787

USX - Marathon Group

70,400

2,077,504

26,094,497

TOTAL ENERGY

38,592,245

FINANCIALS - 20.7%

Banks - 1.7%

Commerce Bancorp, Inc.

36,320

2,546,032

Dime Bancorp, Inc.

144,490

5,382,253

Greenpoint Financial Corp.

57,200

2,196,480

Investors Financial Services Corp.

4,300

289,691

Mercantile Bankshares Corp.

28,400

1,122,368

North Fork Bancorp, Inc.

136,000

4,216,000

SouthTrust Corp.

44,800

1,164,800

Washington Mutual, Inc.

22,980

862,899

17,780,523

Diversified Financials - 10.5%

AMBAC Financial Group, Inc.

214,410

12,478,662

Countrywide Credit Industries, Inc.

135,644

6,223,347

Fannie Mae

259,500

22,096,425

Federated Investors, Inc. Class B (non-vtg.)

76,200

2,453,640

Freddie Mac

635,810

44,506,694

Student Loan Corp.

2,000

139,500

USA Education, Inc.

284,360

20,758,280

108,656,548

Insurance - 8.5%

ACE Ltd.

155,700

6,086,313

AFLAC, Inc.

21,500

677,035

Allmerica Financial Corp.

10,020

576,150

Allstate Corp.

103,700

4,561,763

American Financial Group, Inc.

43,900

1,330,170

American International Group, Inc.

300

25,800

Shares

Value (Note 1)

Arthur J. Gallagher & Co.

50,300

$ 1,307,800

Berkshire Hathaway, Inc.:

Class A (a)

101

6,989,200

Class B (a)

2,543

5,848,900

Everest Re Group Ltd.

52,880

3,955,424

Fidelity National Financial, Inc.

426,000

10,466,820

First American Corp.

355,600

6,735,064

Hilb, Rogal & Hamilton Co.

22,200

971,250

Leucadia National Corp.

12,500

405,625

Loews Corp.

61,800

3,981,774

Markel Corp. (a)

5,700

1,120,050

MBIA, Inc.

134,415

7,484,227

Mercury General Corp.

49,100

1,717,027

MetLife, Inc.

60,000

1,858,800

PartnerRe Ltd.

28,100

1,556,740

Progressive Corp.

21,300

2,879,547

Protective Life Corp.

78,880

2,711,106

RenaissanceRe Holdings Ltd.

14,100

1,044,810

SAFECO Corp.

28,800

853,632

The Chubb Corp.

59,860

4,634,960

The St. Paul Companies, Inc.

29,200

1,480,148

Unitrin, Inc.

4,700

180,480

UnumProvident Corp.

31,300

1,005,356

Xl Capital Ltd. Class A

57,400

4,712,540

87,158,511

TOTAL FINANCIALS

213,595,582

HEALTH CARE - 13.9%

Biotechnology - 3.7%

Chiron Corp. (a)

14,300

746,317

CV Therapeutics, Inc. (a)

16,805

952,339

Genzyme Corp. - General Division (a)

166,408

9,764,821

Gilead Sciences, Inc. (a)

89,100

5,290,758

IDEC Pharmaceuticals Corp. (a)

196,700

12,748,127

Millennium Pharmaceuticals, Inc. (a)

101,224

3,431,494

Sepracor, Inc. (a)

41,160

1,634,875

Techne Corp. (a)

32,900

987,000

Transkaryotic Therapies, Inc. (a)

65,900

1,924,280

Vertex Pharmaceuticals, Inc. (a)

10,850

526,225

38,006,236

Health Care Equipment & Supplies - 2.1%

Apogent Technologies, Inc.

71,700

1,763,820

Becton, Dickinson & Co.

55,000

1,968,450

Biomet, Inc.

66,300

3,186,378

DENTSPLY International, Inc.

5,200

231,140

Hillenbrand Industries, Inc.

73,000

4,169,030

Invacare Corp.

46,800

1,807,884

Novoste Corp. (a)

19,400

494,700

St. Jude Medical, Inc. (a)

111,500

6,690,000

Stryker Corp.

12,200

669,170

Varian Medical Systems, Inc. (a)

15,300

1,093,950

22,074,522

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - 5.2%

AmeriPath, Inc. (a)

92,000

$ 2,662,480

AmeriSource Health Corp. Class A (a)

57,510

3,180,303

Andrx Group (a)

47,200

3,581,064

Apria Healthcare Group, Inc. (a)

37,000

1,067,450

Cardinal Health, Inc.

43,950

3,032,550

Caremark Rx, Inc. (a)

72,050

1,185,223

CIGNA Corp.

46,050

4,412,511

Express Scripts, Inc. (a)

25,760

1,399,283

First Health Group Corp. (a)

57,800

1,546,728

HCA - The Healthcare Co.

62,600

2,828,894

Health Management Associates, Inc. Class A (a)

245,700

5,169,528

HealthSouth Corp. (a)

131,200

2,095,264

LifePoint Hospitals, Inc. (a)

33,900

1,504,143

Lincare Holdings, Inc. (a)

88,600

2,900,764

Manor Care, Inc. (a)

65,800

2,089,150

McKesson HBOC, Inc.

45,500

1,688,960

Oxford Health Plans, Inc. (a)

132,300

3,783,780

Priority Healthcare Corp. Class B (a)

32,200

910,938

Quest Diagnostics, Inc. (a)

20,400

1,526,940

Service Corp. International (SCI) (a)

56,500

359,340

Tenet Healthcare Corp. (a)

95,600

4,932,004

Triad Hospitals, Inc. (a)

24,395

718,921

Unilab Corp.

600

15,270

Wellpoint Health Networks, Inc. (a)

8,200

772,768

53,364,256

Pharmaceuticals - 2.9%

Barr Laboratories, Inc. (a)

33,000

2,323,530

Biovail Corp. (a)

68,500

3,001,060

ImClone Systems, Inc. (a)

98,300

5,013,300

IVAX Corp. (a)

133,950

5,224,050

King Pharmaceuticals, Inc. (a)

122,500

6,584,375

Mylan Laboratories, Inc.

34,400

967,672

PRAECIS Pharmaceuticals, Inc. (a)

39,070

557,138

Teva Pharmaceutical Industries Ltd. sponsored ADR

108,100

6,723,820

30,394,945

TOTAL HEALTH CARE

143,839,959

INDUSTRIALS - 7.3%

Aerospace & Defense - 0.2%

L-3 Communications Holdings, Inc. (a)

23,700

1,808,310

Raytheon Co.

2,000

53,100

1,861,410

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

40,900

2,500,217

Shares

Value (Note 1)

Forward Air Corp. (a)

7,285

$ 205,510

United Parcel Service, Inc. Class B

13,500

780,300

3,486,027

Building Products - 0.9%

American Standard Companies, Inc. (a)

113,830

6,841,183

Masco Corp.

18,300

456,768

York International Corp.

70,500

2,468,910

9,766,861

Commercial Services & Supplies - 2.8%

Avery Dennison Corp.

34,300

1,751,015

ChoicePoint, Inc. (a)

100,500

4,226,025

Concord EFS, Inc. (a)

70,722

3,927,900

DST Systems, Inc. (a)

23,600

1,243,720

Ecolab, Inc.

47,700

1,954,269

Fiserv, Inc. (a)

48,100

2,982,200

National Processing, Inc. (a)

33,900

949,200

NCO Group, Inc. (a)

167,200

5,171,496

The BISYS Group, Inc. (a)

108,800

6,517,120

28,722,945

Construction & Engineering - 0.2%

Fluor Corp.

26,000

1,173,900

Granite Construction, Inc.

34,300

871,906

2,045,806

Machinery - 0.7%

Danaher Corp.

34,800

1,948,800

Flowserve Corp. (a)

97,800

3,007,350

Parker-Hannifin Corp.

32,300

1,370,812

Tennant Co.

18,800

752,000

7,078,962

Marine - 0.1%

Teekay Shipping Corp.

25,200

1,008,504

Road & Rail - 2.1%

Burlington Northern Santa Fe Corp.

31,600

953,372

C.H. Robinson Worldwide, Inc.

44,650

1,249,754

Canadian National Railway Co.

142,500

5,780,945

CSX Corp.

175,500

6,360,120

GATX Corp.

11,300

453,130

Landstar System, Inc. (a)

21,800

1,484,580

Norfolk Southern Corp.

70,000

1,449,000

Union Pacific Corp.

63,450

3,484,040

21,214,941

TOTAL INDUSTRIALS

75,185,456

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.2%

Finisar Corp. (a)

40,700

757,427

Polycom, Inc. (a)

35,800

793,686

Tellium, Inc.

1,400

23,828

1,574,941

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Quantum Corp. - DLT & Storage Systems Group (a)

78,300

$ 790,047

StorageNetworks, Inc.

38,200

647,108

1,437,155

Electronic Equipment & Instruments - 1.2%

Avnet, Inc.

46,000

1,031,320

Diebold, Inc.

42,200

1,356,730

Kopin Corp. (a)

31,400

345,400

Mettler-Toledo International, Inc. (a)

132,700

5,739,275

PerkinElmer, Inc.

3,600

99,108

Thermo Electron Corp. (a)

27,800

612,156

Waters Corp. (a)

126,520

3,493,217

12,677,206

Internet Software & Services - 0.2%

Homestore.com, Inc. (a)

74,300

2,576,724

IT Consulting & Services - 1.6%

Affiliated Computer Services, Inc.
Class A (a)

109,120

7,846,819

SunGard Data Systems, Inc. (a)

273,960

8,221,540

16,068,359

Semiconductor Equipment & Products - 0.6%

Atmel Corp. (a)

167,200

2,165,240

Cypress Semiconductor Corp. (a)

41,100

980,235

MIPS Technologies, Inc.:

Class A (a)

26,400

383,328

Class B (a)

4,000

51,600

RF Micro Devices, Inc. (a)

71,900

1,901,755

Transmeta Corp.

59,800

328,900

TriQuint Semiconductor, Inc. (a)

12,900

265,095

6,076,153

Software - 1.2%

Borland Software Corp. (a)

102,400

1,541,120

Cadence Design Systems, Inc. (a)

122,200

2,276,586

Compuware Corp. (a)

168,100

2,296,246

Electronic Arts, Inc. (a)

71,900

4,133,531

Inktomi Corp. (a)

188,400

1,721,976

Numerical Technologies, Inc. (a)

14,200

282,012

12,251,471

TOTAL INFORMATION TECHNOLOGY

52,662,009

MATERIALS - 10.2%

Chemicals - 2.6%

Agrium, Inc.

428,100

4,244,241

Engelhard Corp.

33,200

856,228

Georgia Gulf Corp.

119,600

1,853,800

IMC Global, Inc.

216,500

2,208,300

Lyondell Chemical Co.

29,480

453,402

Olin Corp.

54,500

925,955

Shares

Value (Note 1)

OM Group, Inc.

26,300

$ 1,479,375

Potash Corp. of Saskatchewan

100,620

5,781,995

Praxair, Inc.

41,900

1,969,300

Sigma Aldrich Corp.

171,300

6,937,650

26,710,246

Containers & Packaging - 1.4%

Ball Corp.

34,200

1,626,552

Ivex Packaging Corp. (a)

36,900

701,100

Packaging Corp. of America (a)

123,400

1,916,402

Pactiv Corp. (a)

383,900

5,144,260

Sealed Air Corp. (a)

104,700

3,900,075

Smurfit-Stone Container Corp. (a)

78,000

1,219,140

14,507,529

Metals & Mining - 5.1%

Agnico-Eagle Mines Ltd.

151,630

1,301,975

AK Steel Holding Corp.

29,600

371,184

Alcan, Inc.

76,700

3,232,140

Allegheny Technologies, Inc.

91,900

1,662,471

Antofagasta Holdings PLC

62,400

413,063

Arch Coal, Inc.

38,300

990,821

Barrick Gold Corp.

449,440

6,857,374

Bethlehem Steel Corp. (a)

394,700

797,294

Century Aluminum Co.

32,200

510,048

CONSOL Energy, Inc.

47,000

1,189,100

Falconbridge Ltd.

128,200

1,375,144

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

111,400

1,230,970

Kaiser Aluminum Corp. (a)

4,700

18,706

Meridian Gold, Inc. (a)

307,900

2,416,018

Newmont Mining Corp.

672,380

12,512,992

Nucor Corp.

27,500

1,344,475

Outokumpu Oyj (A Shares)

195,200

1,583,790

Phelps Dodge Corp.

64,300

2,668,450

Placer Dome, Inc.

586,530

5,733,583

Steel Dynamics, Inc. (a)

3,700

44,770

Stillwater Mining Co. (a)

155,020

4,534,335

USX - U.S. Steel Group

51,100

1,029,665

Worthington Industries, Inc.

24,000

326,400

52,144,768

Paper & Forest Products - 1.1%

Bowater, Inc.

33,500

1,498,790

Georgia-Pacific Group

77,000

2,606,450

International Paper Co.

96,300

3,437,910

Mead Corp.

34,600

939,044

Weyerhaeuser Co.

57,000

3,133,290

11,615,484

TOTAL MATERIALS

104,978,027

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.8%

CenturyTel, Inc.

189,800

5,750,940

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Citizens Communications Co. (a)

105,200

$ 1,265,556

SBC Communications, Inc.

42,400

1,698,544

8,715,040

Wireless Telecommunication Services - 0.2%

Metro One Telecommunications, Inc. (a)

21,600

1,401,408

Western Wireless Corp. Class A (a)

10,000

417,000

1,818,408

TOTAL TELECOMMUNICATION SERVICES

10,533,448

UTILITIES - 4.4%

Electric Utilities - 3.4%

Allegheny Energy, Inc.

71,400

3,445,050

Alliant Energy Corp.

29,200

851,180

Ameren Corp.

72,100

3,078,670

American Electric Power Co., Inc.

97,000

4,478,490

DPL, Inc.

115,000

3,330,400

Duke Energy Corp.

48,800

1,903,688

Exelon Corp.

45,000

2,885,400

Mirant Corp.

32,590

1,121,096

NSTAR

37,800

1,608,768

Public Service Enterprise Group, Inc.

36,400

1,779,960

Reliant Energy, Inc.

46,000

1,481,660

Southern Co.

171,500

3,987,375

TXU Corp.

43,400

2,091,012

Xcel Energy, Inc.

86,800

2,469,460

34,512,209

Gas Utilities - 0.6%

Kinder Morgan, Inc.

60,180

3,024,045

NiSource, Inc.

91,370

2,497,142

Sempra Energy

36,000

984,240

Southwestern Energy Co. (a)

500

6,125

6,511,552

Multi-Utilities - 0.4%

SCANA Corp.

66,000

1,874,400

Utilicorp United, Inc.

81,545

2,491,200

4,365,600

TOTAL UTILITIES

45,389,361

TOTAL COMMON STOCKS

(Cost $765,970,368)

841,924,287

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Diversified Financials - 0.0%

Mirant Trust I Series A, $3.12
(Cost $130,000)

2,600

187,200

U.S. Treasury Obligations - 3.5%

Moody's Ratings
(unaudited)

Principal
Amount

Value
(Note 1)

U.S. Treasury Bonds:

5.25% 11/15/28

Aaa

$ 5,750,000

$ 5,252,280

5.25% 2/15/29

Aaa

6,900,000

6,309,153

5.5% 8/15/28

Aaa

6,200,000

5,871,586

6.125% 8/15/29

Aaa

5,700,000

5,903,946

6.25% 5/15/30

Aaa

4,800,000

5,084,208

U.S. Treasury Notes:

5.75% 8/15/10

Aaa

1,200,000

1,227,780

6.5% 2/15/10

Aaa

6,100,000

6,551,766

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $37,861,650)

36,200,719

Cash Equivalents - 15.8%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 4,891,624

4,890,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

150,867,003

150,867,003

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

7,428,200

7,428,200

TOTAL CASH EQUIVALENTS

(Cost $163,185,203)

163,185,203

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $967,147,221)

1,041,497,409

NET OTHER ASSETS - (0.9)%

(9,118,310)

NET ASSETS - 100%

$ 1,032,379,099

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 735,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $608,775,553 and $505,762,866, respectively, of which long-term U.S. government and government agency obligations aggregated $32,301,170 and $2,435,484, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,524 for the period.

The fund invested in securities that are not registered under the Securities
Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $793,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $969,535,528. Net unrealized appreciation aggregated $71,961,881, of which $108,268,937 related to appreciated investment securities and $36,307,056 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $6,059,629 and repurchase agreements of $4,890,000)
(cost $967,147,221) -
See accompanying schedule

$ 1,041,497,409

Cash

350

Receivable for fund shares sold

4,314,699

Dividends receivable

631,458

Interest receivable

1,110,787

Other receivables

5,982

Total assets

1,047,560,685

Liabilities

Payable for investments purchased

$ 6,660,497

Payable for fund shares redeemed

547,024

Accrued management fee

487,393

Distribution fees payable

51,388

Other payables and
accrued expenses

7,084

Collateral on securities loaned,
at value

7,428,200

Total liabilities

15,181,586

Net Assets

$ 1,032,379,099

Net Assets consist of:

Paid in capital

$ 1,024,751,399

Undistributed net investment income

5,669,822

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(72,392,337)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

74,350,215

Net Assets

$ 1,032,379,099

Initial Class:
Net Asset Value, offering price
and redemption price per share
($584,521,807 ÷ 30,750,378
shares)

$19.01

Service Class:
Net Asset Value, offering price
and redemption price per share
($320,215,793 ÷ 16,883,022
shares)

$18.97

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($127,641,499 ÷ 6,741,568
shares)

$18.93

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 4,453,937

Interest

4,427,575

Security lending

41,953

Total income

8,923,465

Expenses

Management fee

$ 2,741,523

Transfer agent fees

314,824

Distribution fees

263,134

Accounting and security lending fees

127,372

Non-interested trustees' compensation

1,607

Custodian fees and expenses

37,201

Audit

11,752

Legal

3,386

Miscellaneous

21,608

Total expenses before reductions

3,522,407

Expense reductions

(278,654)

3,243,753

Net investment income

5,679,712

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,099,452)

Foreign currency transactions

(60,770)

(33,160,222)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,530,777)

Assets and liabilities in
foreign currencies

1,044

(32,529,733)

Net gain (loss)

(65,689,955)

Net increase (decrease) in net assets resulting from operations

$ (60,010,243)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 5,679,712

$ 3,463,098

Net realized gain (loss)

(33,160,222)

(39,095,214)

Change in net unrealized appreciation (depreciation)

(32,529,733)

102,504,149

Net increase (decrease) in net assets resulting from operations

(60,010,243)

66,872,033

Distributions to shareholders
From net investment income

-

(3,490,324)

In excess of net realized gain

-

(131,105)

Total distributions

-

(3,621,429)

Share transactions - net increase (decrease)

147,382,869

854,104,079

Total increase (decrease) in net assets

87,372,626

917,354,683

Net Assets

Beginning of period

945,006,473

27,651,790

End of period (including undistributed net investment income of $5,669,822 and $0, respectively)

$ 1,032,379,099

$ 945,006,473

Other Information:

Six months ended
June 30, 2001 (Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,273,549

$ 137,248,224

30,056,800

$ 574,378,689

Reinvested

-

-

114,222

2,311,193

Redeemed

(5,600,832)

(103,283,322)

(1,207,719)

(23,158,134)

Net increase (decrease)

1,672,717

$ 33,964,902

28,963,303

$ 553,531,748

Service Class
Sold

5,627,280

$ 105,820,429

13,897,441

$ 261,436,662

Reinvested

-

-

55,437

1,095,062

Redeemed

(2,734,533)

(50,992,807)

(1,662,521)

(31,588,706)

Net increase (decrease)

2,892,747

$ 54,827,622

12,290,357

$ 230,943,018

Service Class 2 A
Sold

3,572,587

$ 66,852,282

3,839,632

$ 73,663,061

Reinvested

-

-

10,659

215,174

Redeemed

(446,356)

(8,261,937)

(234,954)

(4,248,922)

Net increase (decrease)

3,126,231

$ 58,590,345

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ -

$ 2,302,727

Service Class

-

973,094

Service Class 2 A

-

214,503

Total

$ -

$ 3,490,324

In excess of net realized gain
Initial Class

$ -

$ 8,466

Service Class

-

121,968

Service Class 2 A

-

671

Total

$ -

$ 131,105

$ -

$ 3,621,429

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 E

Net asset value, beginning of period

$ 20.26

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income D

.12

.19

.00

.00

Net realized and unrealized gain (loss)

(1.37)

4.95

5.05

.31

Total from investment operations

(1.25)

5.14

5.05

.31

Less Distributions

From net investment income

-

(.08)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.13)

(.11)

-

Net asset value, end of period

$ 19.01

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

(6.17)%

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 584,522

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets before expense reductions

.69% A

.74%

3.34%

115.88% A, H

Ratio of expenses to average net assets after voluntary waivers

.69% A

.74%

1.00%

1.00% A

Ratio of expenses to average net assets after all expense reductions

.63% A, G

.69% G

.97% G

1.00% A

Ratio of net investment income (loss) to average net assets

1.26% A

1.01%

.01%

(.27)% A

Portfolio turnover rate

124% A

245%

163%

125% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 F

Net asset value, beginning of period

$ 20.22

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.17

(.01)

.00

Net realized and unrealized gain (loss)

(1.36)

4.93

5.05

.31

Total from investment operations

(1.25)

5.10

5.04

.31

Less Distributions

From net investment income

-

(.07)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.12)

(.11)

-

Net asset value, end of period

$ 18.97

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

(6.18)%

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 320,216

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets before expense reductions

.79% A

.84%

3.41%

115.96% A, H

Ratio of expenses to average net assets after voluntary waivers

.79% A

.84%

1.10%

1.10% A

Ratio of expenses to average net assets after all expense reductions

.73% A, G

.79% G

1.07% G

1.10% A

Ratio of net investment income (loss) to average net assets

1.16% A

.92%

(.09)%

(.35)% A

Portfolio turnover rate

124% A

245%

163%

125% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 20.20

$ 14.82

Income from Investment Operations

Net investment income D

.09

.14

Net realized and unrealized gain (loss)

(1.36)

5.35

Total from investment operations

(1.27)

5.49

Less Distributions

From net investment income

-

(.06)

In excess of net realized gain

-

(.05)

Total distributions

-

(.11)

Net asset value, end of period

$ 18.93

$ 20.20

Total Return B, C

(6.29)%

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 127,641

$ 73,039

Ratio of expenses to average net assets

.95% A

.99% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.94% A, F

Ratio of net investment income to average net assets

1.01% A

.76% A

Portfolio turnover rate

124% A

245%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio - Service Class

Performance

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns and yields prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Service Class

5.70%

5.52%

5.03%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

6/27/01

3/28/01

1/3/01

9/27/00

6/28/00

Fidelity VIP:

Money Market -

Service Class

3.82%

5.08%

6.25%

6.35%

6.41%

MMDA

1.78%

1.97%

2.11%

2.11%

2.11%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager of
Money Market Portfolio

Q. Bob, what was the investment environment like during the six months that ended June 30, 2001?

A. The Federal Reserve Board moved aggressively to ward off a sharp drop in economic activity. Early in January, the Fed lowered the rate banks charge each other for overnight loans - known as the fed funds target rate - by 0.50 percentage points, a highly unusual move because the cut came well in advance of the Fed's regularly scheduled meeting at the end of January. The Fed's rate cut came on the heels of a National Association of Purchasing Managers report indicating that manufacturing activity was contracting for the fifth consecutive month. The reading sank to a level that in the past had been associated with a contraction of the overall economy. As January progressed, more data became available demonstrating sharp deterioration in consumer and business spending as well as consumer and business expectations about the future. As a result, the Fed implemented another 0.50 percentage point reduction in the fed funds target rate in late January. The Fed continued to lower the target rate by 0.50 percentage points in March, April and May, and added another cut of 0.25 percentage points at the end of June. All in all, the Fed lowered the rate from 6.50% at the beginning of the year to 3.75% at the end of June 2001, which in percentage terms surpassed any similar period in history. The April rate cut was the second intra-meeting move in the first four months of 2001, demonstrating the sense of urgency on the part of the Fed to respond forcefully to slower economic growth and weaker sentiment. The final rate action during the period was significant in that it marked a change in magnitude from the previous five cuts.

Q. How did the economy perform during the period?

A. Gross domestic product (GDP) in the first quarter of 2001 was initially reported at 2.0%, but was subsequently revised down to 1.3%. However, aggressive monetary policy action and signs that the equity markets may be nearing a bottom seemed to stabilize consumer sentiment toward the end of the period. Business investment has slowed as more difficult financial conditions made it harder to attract capital for some companies. Unemployment claims trended higher during the period as woes inflicting the technology and telecommunications sectors sparked massive layoffs.

Q. What was your strategy with the fund?

A. During the period, my investment strategy shifted to capitalize on changing monetary policy while maintaining adequate liquidity. When money market yields plunged at year-end 2000, I allowed the average maturity to shorten gradually as expectations for very aggressive interest-rate cuts began to be priced into the market. The shortened average maturity detracted somewhat from performance because money market yields continued to decline in January. As it became clear that the Fed would continue to respond aggressively to the developing economic slowdown, I gradually increased the fund's average maturity in order to lock in higher rates before they declined. I used more government discount notes to lengthen maturity, because concerns lingered regarding the credit quality of longer-term corporate obligations.

Q. What's your outlook?

A. Economic data suggests that the Fed's aggressive moves may have been enough to avert a recession. The economy remains weak, however, with accelerating unemployment claims and softer consumer and business spending. Market participants continue to anticipate additional monetary easing over the next few months, a view that I share. At the same time, the easing cycle may be nearing an end. Another potential positive influence on future economic growth is the $1.35 trillion federal tax cut recently implemented by Congress, with rebate checks scheduled to go out as early as this summer. The tax cut is expected to put $90 billion in the hands of taxpayers; economists expect approximately half of this amount will be spent by consumers. This fiscal stimulus should bolster the economy at the same time that the full effects of the early 2001 rate cuts begin to work their way through the economy. One wildcard for the recovery scenario remains the energy crisis in California, because economic activity in the state is a significant component of overall growth in U.S. gross domestic product.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, please see page 2


Fund Facts

Goal: income and share-price stability by investing in high-quality, short-term investments

Start date: April 1, 1982

Size: as of June 30, 2001, more than $2.5 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 35.7%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.6%

Chase Manhattan Bank USA NA

9/4/01

3.88%

$ 5,000,000

$ 5,000,000

Firstar Bank NA

9/6/01

4.00

5,000,000

5,000,000

11/5/01

3.88

5,000,000

5,000,000

15,000,000

London Branch, Eurodollar, Foreign Banks - 22.2%

Abbey National Treasury Services PLC

7/18/01

4.70

50,000,000

50,000,000

Bank of Nova Scotia

8/17/01

4.03

50,000,000

50,000,000

Bank of Scotland Treasury Services PLC

11/19/01

3.95

20,000,000

19,997,564

Barclays Bank PLC

8/3/01

4.18

30,000,000

30,001,703

8/15/01

3.99

10,000,000

10,000,000

10/24/01

4.25

25,000,000

25,000,000

11/16/01

4.06

15,000,000

15,000,000

BNP Paribas SA

8/20/01

5.21

20,000,000

20,000,000

11/19/01

3.92

50,000,000

50,000,000

Commerzbank AG

9/18/01

3.77

15,000,000

15,000,000

Credit Agricole Indosuez

10/18/01

3.85

32,000,000

32,066,447

Deutsche Bank AG

7/16/01

4.06

10,000,000

10,000,041

7/20/01

4.75

50,000,000

50,000,000

10/22/01

4.65

15,000,000

15,000,000

Dresdner Bank AG

12/10/01

3.83

15,000,000

15,000,000

Halifax PLC

7/5/01

4.76

25,000,000

25,000,000

8/24/01

4.27

25,000,000

25,000,000

9/21/01

3.65

20,000,000

20,000,000

ING Bank NV

7/23/01

4.04

10,000,000

10,000,000

9/4/01

3.90

15,000,000

15,000,000

Landesbank Baden-Wuerttemberg

11/19/01

4.03

25,000,000

25,000,480

Landesbank Hessen-Thuringen

7/25/01

4.25

25,000,000

25,000,651

Lloyds TSB Bank PLC

8/9/01

4.00

5,000,000

5,000,000

Nationwide Building Society

7/23/01

4.31

15,000,000

15,000,045

UBS AG

8/28/01

3.95

5,000,000

5,002,016

577,068,947

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

New York Branch, Yankee Dollar, Foreign Banks - 12.9%

BNP Paribas SA

9/12/01

3.81%

$ 30,000,000

$ 30,000,000

Canadian Imperial Bank of Commerce

7/2/01

3.87 (a)

25,000,000

24,999,849

7/9/01

4.08

25,000,000

25,000,000

Commerzbank AG

12/19/01

3.65

5,000,000

5,001,399

Credit Agricole Indosuez

8/1/01

4.00

30,000,000

30,000,000

9/21/01

3.66

5,000,000

5,000,000

Den Danske Corp., Inc.

11/15/01

4.00

25,000,000

25,000,000

Merita Bank PLC

12/4/01

3.88

5,000,000

5,000,000

National Westminster Bank PLC

7/5/02

4.10

30,000,000

29,996,858

Norddeutsche Landesbank Girozentrale

11/19/01

3.90

29,000,000

29,013,361

RaboBank Nederland Coop. Central

11/15/01

4.00

25,000,000

25,000,000

Societe Generale

7/16/01

4.04

10,000,000

10,000,021

7/23/01

3.77 (a)

10,000,000

9,998,877

8/15/01

3.99

50,000,000

50,000,000

UBS AG

8/13/01

3.99

30,000,000

30,000,000

334,010,365

TOTAL CERTIFICATES OF DEPOSIT

926,079,312

Commercial Paper - 45.9%

Alliance & Leicester PLC

8/16/01

4.03

20,000,000

19,898,033

Amsterdam Funding Corp.

8/9/01

4.01

75,000,000

74,677,436

Aspen Funding Corp.

7/17/01

4.04

10,000,000

9,982,178

8/21/01

5.10

5,000,000

4,964,760

Associates First Capital BV

7/9/01

4.00

5,000,000

4,995,567

AT&T Corp.

7/12/01

5.24

10,000,000

9,984,203

7/25/01

4.15

15,065,000

15,023,483

8/16/01

4.38

5,000,000

4,972,336

8/20/01

4.38

5,000,000

4,969,931

CIESCO LP

8/15/01

3.91

9,430,000

9,384,265

Citibank Credit Card Master Trust I (Dakota Certificate Program)

7/23/01

3.93

20,000,000

19,952,211

Commercial Paper - continued

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Citicorp

8/14/01

3.84%

$ 25,000,000

$ 24,883,278

ConAgra Foods, Inc.

7/20/01

4.25

10,000,000

9,977,728

8/14/01

4.15

5,000,000

4,974,822

Corporate Receivables Corp.

8/22/01

3.85

10,000,000

9,944,822

Delaware Funding Corp.

7/13/01

3.95

50,000,000

49,934,333

7/16/01

3.94

47,751,000

47,672,808

Den Danske Corp., Inc.

8/16/01

5.17

22,000,000

21,858,320

8/16/01

5.20

25,000,000

24,838,042

Deutsche Bank Financial, Inc.

7/17/01

4.02

5,000,000

4,991,127

11/19/01

4.03

50,000,000

49,226,458

Dexia Delaware LLC

9/5/01

3.84

20,000,000

19,860,667

Edison Asset Securitization LLC

8/23/01

3.64

35,000,000

34,813,469

Falcon Asset Securitization Corp.

7/23/01

3.90

41,070,000

40,972,618

7/26/01

3.74

20,000,000

19,948,194

Ford Motor Credit Co.

7/13/01

4.04

50,000,000

49,933,167

7/17/01

4.52

10,000,000

9,980,133

7/19/01

4.45

10,000,000

9,978,000

7/27/01

3.95

10,000,000

9,971,689

8/17/01

3.68

10,000,000

9,952,217

General Electric Capital Corp.

7/2/01

4.12

15,000,000

14,998,296

7/13/01

4.70

25,000,000

24,961,250

9/7/01

3.78

50,000,000

49,645,833

12/14/01

3.95

25,000,000

24,555,028

General Motors Acceptance Corp.

7/5/01

4.12

5,000,000

4,997,728

Goldman Sachs Group, Inc.

10/11/01

3.92

5,000,000

4,945,317

J.P. Morgan Chase & Co.

8/8/01

3.90

15,000,000

14,938,725

Kitty Hawk Funding Corp.

9/4/01

3.87

10,000,000

9,930,847

12/3/01

3.84

10,000,000

9,837,681

Lehman Brothers Holdings, Inc.

8/6/01

5.43

10,000,000

9,947,260

New Center Asset Trust

7/20/01

4.27

25,000,000

24,944,188

Northern Rock PLC

8/8/01

3.97

35,000,000

34,854,808

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Preferred Receivables Funding Corp.

7/20/01

3.81%

$ 25,000,000

$ 24,949,861

8/10/01

4.01

10,105,000

10,060,426

Qwest Capital Funding, Inc.

8/15/01

4.36

5,000,000

4,973,063

8/23/01

4.37

5,000,000

4,968,200

Santander Finance, Inc.

10/18/01

4.24

12,500,000

12,342,934

Sears Roebuck Acceptance Corp.

8/16/01

4.31

5,000,000

4,972,783

Societe Generale NA

7/3/01

4.74

50,000,000

49,987,000

Triple-A One Funding Corp.

7/13/01

4.04

57,787,000

57,709,758

7/24/01

3.73

18,038,000

17,995,130

Tyco International Group SA

7/30/01

4.55

5,000,000

4,981,875

8/14/01

4.29

5,000,000

4,974,089

8/28/01

4.19

15,000,000

14,899,708

UBS Finance, Inc.

7/18/01

4.31

40,000,000

39,919,533

8/20/01

4.65

15,000,000

14,904,583

Variable Funding Capital Corp.

7/6/01

3.99

19,987,000

19,975,952

Westpac Trust Securities Ltd.

10/23/01

3.96

35,000,000

34,568,858

12/4/01

3.90

5,000,000

4,917,233

Windmill Funding Corp.

7/3/01

4.72

5,000,000

4,998,703

TOTAL COMMERCIAL PAPER

1,193,172,945

Federal Agencies - 4.3%

Fannie Mae - 4.3%

Discount Notes - 4.3%

11/1/01

3.92

23,695,000

23,383,312

2/22/02

4.05

25,000,000

24,357,556

4/19/02

3.98

25,000,000

24,223,361

5/3/02

4.03

40,000,000

38,680,800

TOTAL FEDERAL AGENCIES

110,645,029

Bank Notes - 1.9%

Bank of America NA

9/7/01

4.15

20,000,000

20,000,000

9/17/01

4.26

10,000,000

10,000,000

Bank One NA, Chicago

7/2/01

3.88 (a)

20,000,000

19,999,107

TOTAL BANK NOTES

49,999,107

Master Notes - 0.8%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Goldman Sachs Group, Inc.

8/6/01

4.11% (b)

$ 10,000,000

$ 10,000,000

9/20/01

4.07 (b)

10,000,000

10,000,000

TOTAL MASTER NOTES

20,000,000

Medium-Term Notes - 4.0%

Associates Corp. of North America

10/1/01

3.71 (a)

25,000,000

25,000,000

BMW U.S. Capital Corp.

7/23/01

3.81 (a)

5,000,000

5,000,000

6/7/02

4.25

5,000,000

4,997,084

CIESCO LP

7/16/01

3.95 (a)

5,000,000

5,000,000

Citigroup, Inc.

7/12/01

3.96 (a)

5,000,000

5,000,000

GE Life & Annuity Assurance Co.

7/2/01

4.17 (a)(b)

15,000,000

15,000,000

General Motors Acceptance Corp.

7/30/01

3.69 (a)

10,000,000

9,999,533

General Motors Acceptance Corp. Mortgage Credit

7/2/01

4.11 (a)

10,000,000

9,998,862

7/2/01

4.12 (a)

5,000,000

4,999,430

7/2/01

4.13 (a)

10,000,000

9,998,856

Merrill Lynch & Co., Inc.

7/20/01

3.91 (a)

5,000,000

5,000,000

Variable Funding Capital Corp.

7/23/01

3.82 (a)

5,000,000

5,000,000

TOTAL MEDIUM-TERM NOTES

104,993,765

Short-Term Notes - 2.4%

Jackson National Life Insurance Co.

7/1/01

5.03 (a)(b)

7,000,000

7,000,000

Monumental Life Insurance Co.

7/2/01

4.20 (a)(b)

5,000,000

5,000,000

7/2/01

4.21 (a)(b)

5,000,000

5,000,000

New York Life Insurance Co.

7/1/01

5.00 (a)(b)

15,000,000

15,000,000

8/28/01

4.13 (a)(b)

5,000,000

5,000,000

SMM Trust 2000 M

9/13/01

3.91 (a)(b)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

8/1/01

4.51 (a)(b)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

62,000,000

Repurchase Agreements - 4.2%

Maturity
Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated 6/29/01 due 7/2/01 At 4.12%

$ 678,233

$ 678,000

With:

Credit Suisse First Boston, Inc. At 4.21%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $62,040,000) 0%, 7/9/01 - 3/19/02

60,021,050

60,000,000

Goldman Sachs & Co. At 4.2%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $49,110,000) 0%, 7/11/01 - 7/31/01

48,016,780

48,000,000

TOTAL REPURCHASE AGREEMENTS

108,678,000

TOTAL INVESTMENT
PORTFOLIO - 99.2%

2,575,568,158

NET OTHER ASSETS - 0.8%

21,680,368

NET ASSETS - 100%

$ 2,597,248,526

Total Cost for Income Tax Purposes $ 2,575,568,158

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(b) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 4.17%, 7/2/01

3/30/01

$ 15,000,000

Goldman Sachs Group, Inc.
4.07%, 9/20/01

5/24/01

$ 10,000,000

4.11%, 8/6/01

5/8/01

$ 10,000,000

Jackson National Life Insurance Co.
5.03%, 7/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co. 4.20%, 7/2/01

9/17/98

$ 5,000,000

4.21%, 7/2/01

3/12/99

$ 5,000,000

New York Life Insurance Co.
4.13%, 8/28/01

8/28/00

$ 5,000,000

5.00%, 7/1/01

12/20/00

$ 15,000,000

SMM Trust 2000 M 3.91%, 9/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 4.51%, 8/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $97,000,000 or 3.7% of net assets.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $108,678,000) - See accompanying schedule

$ 2,575,568,158

Receivable for investments sold

5,004,468

Receivable for fund shares sold

24,659,375

Interest receivable

6,605,645

Prepaid expenses

37,990

Total assets

2,611,875,636

Liabilities

Payable to custodian bank

$ 32,614

Payable for fund shares redeemed

14,051,188

Accrued management fee

342,747

Distribution fees payable

1,105

Other payables and accrued expenses

199,456

Total liabilities

14,627,110

Net Assets

$ 2,597,248,526

Net Assets consist of:

Paid in capital

$ 2,597,239,165

Accumulated net realized gain (loss) on investments

9,361

Net Assets

$ 2,597,248,526

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,591,204,250 ÷
2,591,179,890 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($100,524 ÷
100,522 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($5,943,752 ÷
5,943,697 shares)

$1.00

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 65,449,655

Expenses

Management fee

$ 2,347,792

Transfer agent fees

818,179

Distribution fees

2,496

Accounting fees and expenses

112,619

Non-interested trustees' compensation

4,219

Custodian fees and expenses

32,745

Registration fees

687

Audit

14,828

Legal

4,384

Reports to shareholders

144,958

Miscellaneous

38,042

Total expenses

3,520,949

Net investment income

61,928,706

Net Realized Gain (Loss)
on Investments

79,664

Net increase in net assets
resulting from operations

$ 62,008,370

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 61,928,706

$ 129,065,682

Net realized gain (loss)

79,664

31,844

Net increase (decrease) in net assets resulting from operations

62,008,370

129,097,526

Distributions to shareholders from net investment income

(61,928,706)

(129,065,682)

Share transactions - net increase (decrease)

363,616,074

294,030,275

Total increase (decrease) in net assets

363,695,738

294,062,119

Net Assets

Beginning of period

2,233,552,788

1,939,490,669

End of period

$ 2,597,248,526

$ 2,233,552,788

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 3,482,474,885

$ 5,928,688,982

Reinvestment of distributions from net investment income

61,879,770

128,280,587

Cost of shares redeemed

(3,186,571,846)

(5,763,150,248)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 357,782,809

$ 293,819,321

Service Class A
Proceeds from sales of shares

$ -

$ 100,000

Reinvestment of distributions from net investment income

2,561

3,061

Cost of shares redeemed

(5,100)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ (2,539)

$ 103,061

Service Class 2 B
Proceeds from sales of shares

$ 15,838,291

$ 102,001

Reinvestment of distributions from net investment income

42,040

5,900

Cost of shares redeemed

(10,044,527)

(8)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 5,835,804

$ 107,893

Distributions
From net investment income
Initial Class

$ 61,879,770

$ 129,056,642

Service Class A

2,561

3,095

Service Class 2 B

46,375

5,945

Total

$ 61,928,706

$ 129,065,682

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.025)

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

2.59%

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,591,204

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.29% A

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

5.04% A

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.031

Less Distributions

From net investment income

(.025)

(.031)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.54%

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 101

$ 103

Ratio of expenses to average net assets before expense reductions

.38% A

.47% A

Ratio of expenses to average net assets after voluntary waivers

.38% A

.45% A

Ratio of net investment income to average net assets

4.99% A

6.28% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.024

.058

Less Distributions

From net investment income

(.024)

(.058)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.48%

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,944

$ 108

Ratio of expenses to average net assets before expense reductions

.57% A

.96% A

Ratio of expenses to average net assets after voluntary waivers

.57% A

.60% A

Ratio of net investment income to average net assets

4.60% A

5.94% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class

-24.60%

6.18%

8.13%

MSCI EAFE

-23.40%

3.10%

6.49%

Variable Annuity
International Funds Average

-24.01%

4.94%

8.77%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) Index - a market capitalization-weighted index of over 1,000 equity securities of companies domiciled in 20 countries that is designed to represent the performance of developed stock markets outside the United States and Canada. To measure how the Service Class' performance stacked up against its peers, you can compare it to the variable annuity international funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 161 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $21,847 - a 118.47% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,756 - an 87.56% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

TotalFinaElf SA Series B (France)

4.0

Vodafone Group PLC (United Kingdom)

2.9

GlaxoSmithKline PLC (United Kingdom)

2.4

Nestle SA (Reg.) (Switzerland)

2.4

Sony Corp. (Japan)

2.0

13.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.6

Information Technology

15.5

Telecommunication Services

10.5

Consumer Discretionary

10.0

Health Care

9.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Top Five Countries as of June 30, 2001

(excluding cash equivalents)

% of fund's
net assets

Japan

23.3

United Kingdom

13.4

France

12.4

Netherlands

7.5

Germany

7.3

Percentages are adjusted for the effect of open futures contracts, if applicable.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Rick Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six-month period that ended June 30, 2001, the fund outperformed the -14.45% return of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI® EAFE ®) Index. The fund's return also outperformed the Lipper Inc. variable annuity international funds average, which fell 14.34%. For the 12-month period that ended June 30, 2001, the fund lagged the MSCI EAFE index and the Lipper peer group, which declined 23.40% and 24.01%, respectively.

Q. What factors helped the fund outperform its index and peer group during the past six months?

A. Relatively good stock selection in the telecommunication services, information technology and financial sectors was the difference. Our overweighting of telecom stocks hurt the fund's performance on an absolute basis, but our mix of stocks in the sector outperformed those in the index. The same was true in technology, where we emphasized semiconductor stocks - such as Samsung Electronics in South Korea - that rebounded from weakness in 2000. Turning to financials, our overweighted positions in Japan's Nomura Securities and Nikko Securities did relatively well compared to other financials. These brokerage firms were major beneficiaries of proposed tax cuts on investment income derived from appreciated securities and dividends, a move aimed at attracting more retail investors to the nation's faltering stock market.

Q. What other strategies did you pursue during the six-month period?

A. Given the poor market environment, it was difficult to find good investment ideas. However, I did a number of things. I continued to consolidate the portfolio, reducing the number of names in the fund to focus on my favorite securities. This consolidation freed up a lot of cash in the fund, which I used to purchase futures contracts as a way of keeping the fund fully invested and diversified. Additionally, in another strategy that worked out well, I overweighted Japan relative to the MSCI EAFE index for most of the period, compared to an underweighting six months ago. As I have said in the past, this country positioning versus the index is a function of our bottom-up security selection process, and not a bet on an individual country. Elsewhere, I sold off our positions in oil tanker stocks - such as Teekay Shipping, based in the Marshall Islands, and U.S.-based Overseas Shipholding - because I felt the supply and demand fundamentals of oil grew less favorable, and I believed these stocks had reached their upside potential.

Q. What happened in the Japanese markets to cause you to look for more compelling opportunities in that country?

A. Basically, many Japanese stocks hit historically low valuations and I decided to buy them. Our team of international analysts has been doing a lot of historical valuation work, looking at past market corrections and economic slowdowns to determine a number of patterns, such as where stocks typically trough - or reach a bottom in their valuation. For example, energy stocks historically trough somewhere below the marginal cost of production. Our overweighting in Japan for much of the period was a direct result of this valuation work. We believed that a lot of stocks hit their valuation "buy" prices. The overweighting also was a result of my intention to make the fund more concentrated, and many of the best investment opportunities I found were in Japan.

Q. What were some of the fund's top-performing stocks? Which disappointed?

A. Top-contributor Samsung Electronics benefited from its cheap valuation and the market's cyclical perception that its share price had bottomed. The issuance of strong sales and earnings forecasts in the pharmaceuticals industry boosted shares of France-based drug company Sanofi-Synthelabo. The fund's biggest detractors were Finland's Nokia, the U.K.'s Vodafone and Sweden's Ericsson. These three telecom companies generally suffered from a slowdown in corporate capital spending on telecom equipment, massive restructuring costs and increased competitive pricing pressures.

Q. What's your outlook for the next six months, Rick?

A. I expect to continue to see volatile international equity markets, as various sectors vie for market leadership and global economies continue to struggle. While this market environment is challenging, it can provide rare opportunities to own very good companies at very cheap prices. Along with Fidelity's international research staff, I will be looking to identify these companies while keeping an eye on the corporate earnings front. The future performance of overseas stocks should be closely tied to the health of corporate earnings.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks growth of capital primarily through investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2001, more than
$2.1 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.5%

Shares

Value (Note 1)

Australia - 2.7%

BHP Ltd.

954,093

$ 5,059,113

BHP Ltd. (a)

1,016,203

5,523,294

BRL Hardy Ltd.

598,360

3,191,148

Cable & Wireless Optus Ltd. (a)

4,076,100

7,717,682

News Corp. Ltd.

796,575

7,398,192

News Corp. Ltd. sponsored ADR

649,800

21,053,520

WMC Ltd.

1,670,100

8,165,374

TOTAL AUSTRALIA

58,108,323

Canada - 1.8%

Canadian Natural Resources Ltd.

274,100

8,119,805

Nortel Networks Corp.

971,652

8,832,317

Rio Alto Exploration Ltd. (a)

571,300

9,905,301

Talisman Energy, Inc.

312,500

11,919,997

TOTAL CANADA

38,777,420

Finland - 1.6%

Nokia AB

1,402,000

30,984,199

Sampo Oyj (A Shares)

327,500

2,796,352

TOTAL FINLAND

33,780,551

France - 10.9%

Alcatel SA (RFD)

87,300

1,810,602

Aventis SA

72,060

5,751,829

AXA SA de CV

740,104

21,158,863

BNP Paribas SA

274,240

23,951,814

Castorama Dubois Investissements SA

67,650

14,593,014

Nexans SA

76,900

1,862,026

Sanofi-Synthelabo SA

575,700

37,906,391

Suez SA

246,500

7,958,203

Television Francaise 1 SA

113,340

3,318,280

TotalFinaElf SA Series B

626,944

87,809,781

Vivendi Environnement

248,000

10,473,937

Vivendi Universal SA

331,300

19,379,380

TOTAL FRANCE

235,974,120

Germany - 4.8%

Allianz AG (Reg. D)

86,700

25,394,395

BASF AG

266,500

10,551,097

Deutsche Boerse AG

126,710

4,489,122

Deutsche Lufthansa AG (Reg.)

383,700

6,066,702

Deutsche Telekom AG (Reg.)

544,760

12,366,054

Infineon Technologies AG

72,700

1,710,916

Muenchener Rueckversicherungs-Gesellschaft
AG (Reg.)

36,000

10,068,780

SAP AG

119,300

16,613,472

Schering AG (a)

167,200

8,807,293

Siemens AG (Reg. D)

141,900

8,740,472

TOTAL GERMANY

104,808,303

Hong Kong - 2.7%

China Mobile (Hong Kong) Ltd. (a)

4,883,500

26,165,790

Shares

Value (Note 1)

China Unicom Ltd. sponsored ADR

461,600

$ 8,170,320

CNOOC Ltd.

3,628,000

3,441,993

Hutchison Whampoa Ltd.

1,552,600

15,675,489

Johnson Electric Holdings Ltd.

3,368,000

4,620,264

TOTAL HONG KONG

58,073,856

Ireland - 1.3%

Bank of Ireland, Inc.

1,360,338

13,522,195

Elan Corp. PLC sponsored ADR (a)

230,700

14,072,700

TOTAL IRELAND

27,594,895

Israel - 0.4%

Check Point Software
Technologies Ltd. (a)

176,450

8,940,722

Italy - 1.5%

Olivetti Spa

1,883,500

3,357,265

San Paolo IMI Spa

241,600

3,136,424

Telecom Italia Spa

2,058,124

18,111,499

Unicredito Italiano Spa

2,037,700

8,813,692

TOTAL ITALY

33,418,880

Japan - 21.3%

Advantest Corp.

30,400

2,605,645

Anritsu Corp.

473,000

7,148,853

Asahi Breweries Ltd.

602,000

6,752,710

Asahi Chemical Industry Co. Ltd.

527,000

2,214,144

Canon, Inc.

610,000

25,009,999

Credit Saison Co. Ltd.

463,300

11,255,604

Daiwa Securities Group, Inc.

1,821,000

19,053,920

Fujitsu Ltd.

790,000

8,297,787

Furukawa Electric Co. Ltd.

896,000

7,148,172

Hitachi Ltd.

663,000

6,546,462

Ito-Yokado Co. Ltd.

499,000

23,005,532

JAFCO Co. Ltd.

126,900

12,118,176

Japan Telecom Co. Ltd.

227

4,713,999

KDDI Corp.

1,067

4,979,105

Konami Corp.

113,300

5,168,994

Kyocera Corp.

173,500

15,450,175

Matsushita Electric Industrial Co. Ltd.

504,000

7,963,200

Mitsubishi Electric Corp.

2,546,000

12,615,683

Mitsubishi Estate Co. Ltd. (a)

646,000

5,941,004

Mitsui Fudosan Co. Ltd.

288,000

3,103,528

NEC Corp.

790,000

10,673,107

Nikko Securities Co. Ltd.

4,510,000

36,124,839

Nikon Corp.

232,000

2,202,437

Nippon Telegraph & Telephone Corp.

4,130

21,971,599

Nomura Securities Co. Ltd.

1,846,000

35,374,758

NTT DoCoMo, Inc.

635

11,048,348

ORIX Corp.

208,500

20,278,263

Rohm Co. Ltd.

57,700

8,965,891

Sony Corp.

668,200

43,967,559

Sumitomo Electric Industries Ltd.

328,000

3,718,666

Takeda Chemical Industries Ltd. (a)

540,000

25,112,251

Terumo Corp.

47,300

868,481

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Tokyo Electron Ltd.

42,500

$ 2,572,763

Toshiba Corp.

2,990,000

15,798,669

Toyota Motor Corp.

779,400

27,454,364

Yamanouchi Pharmaceutical Co. Ltd.

117,000

3,283,355

TOTAL JAPAN

460,508,042

Korea (South) - 1.8%

Hynix Semiconductor, Inc. (a)

2,266,580

4,871,273

Hynix Semiconductor, Inc. unit (a)(c)

467,800

5,028,850

Samsung Electronics Co. Ltd.

165,600

24,448,442

SK Telecom Co. Ltd. sponsored ADR

253,200

4,279,080

TOTAL KOREA (SOUTH)

38,627,645

Netherlands - 7.5%

Akzo Nobel NV

169,500

7,200,360

ASML Holding NV (a)

301,900

6,794,532

Heineken NV

149,250

6,039,617

ING Groep NV
(Certificaten Van Aandelen)

432,462

28,364,802

Koninklijke Ahold NV

993,687

31,236,750

Koninklijke Philips Electronics NV

696,924

18,538,859

Royal Dutch Petroleum Co.
(Hague Registry)

654,400

38,138,434

STMicroelectronics NV (NY Shares)

102,400

3,481,600

Unilever NV (Certificaten
Van Aandelen) (a)

105,700

6,358,033

Vendex KBB NV

699,457

8,913,880

VNU NV

106,700

3,626,093

Wolters Kluwer NV
(Certificaten Van Aandelen)

119,800

3,231,581

TOTAL NETHERLANDS

161,924,541

Norway - 0.2%

Norsk Hydro AS

125,300

5,316,214

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

368,100

9,309,249

Overseas Union Bank Ltd.

862,296

4,468,712

United Overseas Bank Ltd.

539,472

3,402,209

TOTAL SINGAPORE

17,180,170

Spain - 2.3%

Banco Popular Espanol SA (Reg.)

187,600

6,581,005

Banco Santander Central Hispano SA

1,723,968

15,672,110

Telefonica SA

2,166,800

26,803,697

TOTAL SPAIN

49,056,812

Sweden - 0.7%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

2,872,600

15,483,314

Switzerland - 6.5%

Credit Suisse Group (Reg.)

146,734

24,176,134

Shares

Value (Note 1)

Julius Baer Holding AG (Bearer)

982

$ 3,786,189

Nestle SA (Reg.)

240,520

51,228,681

Novartis AG (Reg.)

434,970

15,776,302

Swiss Reinsurance Co. (Reg.)

3,270

6,549,116

Swisscom AG

20,580

4,911,202

UBS AG (Reg. D)

122,658

17,610,502

Zurich Financial Services AG

48,440

16,556,298

TOTAL SWITZERLAND

140,594,424

Taiwan - 2.8%

Siliconware Precision Industries Co. Ltd.

8,255,000

4,675,356

Taiwan Semiconductor
Manufacturing Co. Ltd.

14,837,166

27,579,977

United Microelectronics Corp.

19,136,400

25,400,333

Winbond Electronics Corp.

3,111,000

2,611,324

TOTAL TAIWAN

60,266,990

United Kingdom - 11.9%

Amvescap PLC

280,900

4,910,012

AstraZeneca PLC

260,200

12,164,350

BHP Billiton PLC

3,156,500

15,826,304

British Telecommunications PLC

1,344,900

8,694,769

Carlton Communications PLC

1,076,700

5,120,329

Diageo PLC

760,700

8,397,923

GlaxoSmithKline PLC

1,872,894

52,628,331

HSBC Holdings PLC
(United Kingdom) (Reg.)

1,214,200

14,546,120

Lloyds TSB Group PLC

4,214,300

42,438,908

Reed International PLC

537,300

4,790,946

Rio Tinto PLC (Reg. D)

594,700

10,622,363

Shell Transport & Trading Co. PLC
(Reg. D)

871,900

7,265,839

Spirent PLC

1,081,100

3,381,598

Vodafone Group PLC

27,979,103

62,533,109

WPP Group PLC

465,700

4,613,899

TOTAL UNITED KINGDOM

257,934,800

United States of America - 3.0%

Bristol-Myers Squibb Co.

430,600

22,520,380

Micron Technology, Inc. (a)

567,100

23,307,810

Pfizer, Inc.

374,600

15,002,730

Phelps Dodge Corp.

81,200

3,369,800

TOTAL UNITED STATES OF AMERICA

64,200,720

TOTAL COMMON STOCKS

(Cost $1,866,412,662)

1,870,570,742

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

1,897,200

Government Obligations - 1.5%

Moody's Ratings (unaudited)

Principal Amount (e)

Value
(Note 1)

Germany - 1.0%

Germany Federal Republic 4.45% 7/13/01

-

EUR

24,000,000

$ 20,357,775

United States of America - 0.5%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.68% 7/12/01 to 8/16/01 (d)

-

11,500,000

11,453,633

TOTAL GOVERNMENT OBLIGATIONS

(Cost $32,716,175)

31,811,408

Cash Equivalents - 20.0%

Shares

Fidelity Cash Central Fund, 4.09% (b)

252,041,856

252,041,856

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

180,436,325

180,436,325

TOTAL CASH EQUIVALENTS

(Cost $432,478,181)

432,478,181

TOTAL INVESTMENT PORTFOLIO - 108.1%

(Cost $2,336,628,617)

2,336,757,531

NET OTHER ASSETS - (8.1)%

(174,343,346)

NET ASSETS - 100%

$ 2,162,414,185

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

741 CAC 40 Index Contracts (France)

Sept. 2001

$ 33,048,416

$ 112,285

248 DAX 30 Index Contracts (Germany)

Sept. 2001

32,210,885

(893,741)

867 Dow Jones Euro Stoxx 50 Index Contracts

Sept. 2001

31,600,277

(1,533,476)

409 FTSE 100 Index Contracts (United Kingdom)

Sept. 2001

32,712,404

(1,810,443)

138 Nikkei 225 Index Contracts (Japan)

Sept. 2001

8,914,800

69,277

334 Topix Index Contracts (Japan)

Sept. 2001

34,706,862

(339,063)

$ 173,193,644

$ (4,395,161)

The face value of futures purchased as a percentage of net assets - 8%

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $5,028,850 or 0.2% of net assets.

(d) 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 $11,228,838.

(e) Principal amount is stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $989,597,072 and $1,118,033,215, respectively.

The market value of futures contracts opened and closed during the
period amounted to $572,681,490 and $420,666,736, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,925 for the period.

The fund participated in the security lending program during the period. At period end the fund received as collateral U.S. Treasury obligations valued
at $12,966,274.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,363,260,925. Net unrealized depreciation aggregated $26,503,394, of which $270,270,441 related to appreciated investment securities and $296,773,835 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned
of $184,695,932)
(cost $2,336,628,617) -
See accompanying schedule

$ 2,336,757,531

Cash

13,301

Foreign currency held at value
(cost $31,931,785)

31,015,361

Receivable for investments sold

6,433,255

Receivable for fund shares sold

1,934,134

Dividends receivable

3,702,422

Interest receivable

897,847

Receivable for daily variation on futures contracts

1,894,505

Other receivables

192,113

Total assets

2,382,840,469

Liabilities

Payable for investments purchased

$ 24,530,070

Payable for fund shares redeemed

13,747,413

Accrued management fee

1,318,457

Distribution fees payable

27,022

Other payables and
accrued expenses

366,997

Collateral on securities loaned,
at value

180,436,325

Total liabilities

220,426,284

Net Assets

$ 2,162,414,185

Net Assets consist of:

Paid in capital

$ 2,328,658,059

Distributions in excess of net investment income

(88,471,969)

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(72,401,385)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(5,370,520)

Net Assets

$ 2,162,414,185

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,850,314,154 ÷
118,645,989 shares)

$15.60

Service Class:
Net Asset Value, offering price
and redemption price per share
($293,365,903 ÷ 18,864,733
shares)

$15.55

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($18,734,128 ÷ 1,209,369
shares)

$15.49

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 20,601,997

Interest

9,082,136

Security lending

727,320

30,411,453

Less foreign taxes withheld

(3,064,834)

Total income

27,346,619

Expenses

Management fee

$ 8,627,540

Transfer agent fees

775,122

Distribution fees

158,755

Accounting and security lending fees

576,107

Custodian fees and expenses

523,125

Registration fees

1,728

Audit

48,197

Legal

5,593

Reports to shareholders

232,881

Miscellaneous

701

Total expenses before reductions

10,949,749

Expense reductions

(661,887)

10,287,862

Net investment income

17,058,757

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(130,955,286)

Foreign currency transactions

(741,626)

Futures contracts

(1,775,736)

(133,472,648)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(158,480,845)

Assets and liabilities in
foreign currencies

(1,049,619)

Futures contracts

(2,493,578)

(162,024,042)

Net gain (loss)

(295,496,690)

Net increase (decrease) in net assets resulting from operations

$ (278,437,933)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,058,757

$ 24,067,131

Net realized gain (loss)

(133,472,648)

265,613,586

Change in net unrealized appreciation (depreciation)

(162,024,042)

(848,849,479)

Net increase (decrease) in net assets resulting from operations

(278,437,933)

(559,168,762)

Distributions to shareholders
From net investment income

(28,968,027)

(34,503,154)

In excess of net investment income

(91,583,892)

(6,990,235)

From net realized gain

(190,776,039)

(261,723,629)

Total distributions

(311,327,958)

(303,217,018)

Share transactions - net increase (decrease)

215,064,932

518,278,056

Total increase (decrease) in net assets

(374,700,959)

(344,107,724)

Net Assets

Beginning of period

2,537,115,144

2,881,222,868

End of period (including under (over) distribution of net investment income of $(88,471,969) and
$11,909,270, respectively)

$ 2,162,414,185

$ 2,537,115,144

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

109,651,878

$ 1,903,147,125

180,026,822

$ 4,102,377,245

Reinvested

15,519,663

275,163,625

11,650,005

284,959,118

Redeemed

(119,910,078)

(2,073,704,388)

(178,033,342)

(4,052,515,974)

Net increase (decrease)

5,261,463

$ 104,606,362

13,643,485

$ 334,820,389

Service Class
Sold

57,275,196

$ 966,249,746

68,519,615

$ 1,560,576,350

Reinvested

1,933,710

34,207,331

747,241

18,247,616

Redeemed

(53,243,095)

(900,457,119)

(61,639,680)

(1,408,864,371)

Net increase (decrease)

5,965,811

$ 99,999,958

7,627,176

$ 169,959,595

Service Class 2 A
Sold

1,783,928

$ 30,258,744

734,419

$ 15,878,729

Reinvested

110,941

1,957,001

421

10,284

Redeemed

(1,305,951)

(21,757,133)

(114,389)

(2,390,941)

Net increase (decrease)

588,918

$ 10,458,612

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 25,621,675

$ 32,471,354

Service Class

3,164,127

2,030,655

Service Class 2 A

182,225

1,145

Total

$ 28,968,027

$ 34,503,154

In excess of net investment income
Initial Class

$ 81,004,230

$ 6,578,599

Service Class

10,003,549

411,405

Service Class 2 A

576,113

231

Total

$ 91,583,892

$ 6,990,235

From net realized gain
Initial Class

$ 168,537,721

$ 245,909,165

Service Class

21,039,655

15,805,556

Service Class 2 A

1,198,663

8,908

Total

$ 190,776,039

$ 261,723,629

$ 311,327,958

$ 303,217,018

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.12

.19 F

.24

.23

.30

.32 G

Net realized and unrealized gain (loss)

(2.12)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(2.00)

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.22)

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.71)

(.06)

-

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.40)

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 15.60

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(11.44)%

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,850,314

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.92% A

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after all
expense reductions

.86% A, H

.87% H

.87% H

.89% H

.90% H

.92% H

Ratio of net investment income to average net assets

1.47% A

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

100% A

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.11

.17 F

.22

.15

.01

Net realized and unrealized gain (loss)

(2.11)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(2.00)

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.22)

(.30)

(.31)

(.38)

-

In excess of net investment income

(.70)

(.06)

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

-

Total distributions

(2.39)

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 15.55

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(11.48)%

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 293,366

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.02% A

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after all expense reductions

.96% A, H

.97% H

.98% H

.97% H

1.01% A, H

Ratio of net investment income to average net assets

1.36% A

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

100% A

136%

78%

84%

67%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F Investment income per share reflects a special dividend which amounted to $.04 per share.

G Investment income per share reflects a special dividend which amounted to $.05 per share.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 19.91

$ 26.16

Income from Investment Operations

Net investment income D

.10

.12 F

Net realized and unrealized gain (loss)

(2.12)

(3.68)

Total from investment operations

(2.02)

(3.56)

Less Distributions

From net investment income

(.22)

(.30)

In excess of net investment income

(.71)

(.06)

From net realized gain

(1.47)

(2.33)

Total distributions

(2.40)

(2.69)

Net asset value, end of period

$ 15.49

$ 19.91

Total Return B, C

(11.61)%

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,734

$ 12,351

Ratio of expenses to average net assets

1.18% A

1.15% A

Ratio of expenses to average net assets after all expense reductions

1.12% A, G

1.13% A, G

Ratio of net investment income to average net assets

1.21% A

.58% A

Portfolio turnover rate

100% A

136%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Investment income per share reflects a special dividend which amounted to $.04 per share.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Value Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class shares will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Mellon Financial Corp.

4.7

PNC Financial Services Group, Inc.

4.5

Exxon Mobil Corp.

4.0

Kimberly-Clark Corp.

2.3

Charles Schwab Corp.

2.2

17.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Industrials

18.6

Consumer Discretionary

15.0

Energy

7.5

Information Technology

7.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

92.3%

Short-Term
Investments and
Net Other Assets

7.7%



* Foreign investments

1.2%

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve DuFour, Portfolio Manager of Value Portfolio

Q. How did the fund perform, Steve?

A. From its inception on May 9, 2001, through June 30, 2001, the fund underperformed its benchmark, the Russell 3000® Value Index, which was flat during the same period. Going forward, we'll look at the fund's performance at six- and 12-month intervals and compare it to its Lipper peer group.

Q. What makes this fund different from other value funds?

A. I think the two differentiating factors are Fidelity's research capability, which is where many of my ideas come from, and my contrarian nature, or willingness to look away from the crowd to find the best value opportunities. Reflecting my contrarian approach, I positioned the fund to participate in the recovery I expected in some beaten-down industries that had grown out of favor, such as brokerage stocks and semiconductors. By and large, investors have been retreating from these stocks, while I have been utilizing the market's volatility in some areas to opportunistically purchase stocks that I believe have been unfairly punished. This buying allowed the fund to own what I believe is a group of high-quality companies that should benefit from an economic recovery. Also, since I'm not tied to things like a dividend yield requirement, I have the flexibility to be more nimble and to move around the market capitalization spectrum. For example, during the brief period since the fund's inception, I had the latitude to own a significant percentage of mid- and small-cap stocks, which I believed would enhance the fund's performance in the months ahead. In general, these stocks outperformed large-cap stocks during the past six months.

Q. Can you describe your definition of value?

A. I define value in terms of a company's worth in comparison to its trading price. I want to own great companies that are selling at a discount to their intrinsic value. My favorite types of value investments are companies with a catalyst for change, such as a new management team, a product launch, a significant cost-cutting measure, or a merger or acquisition. Other examples would be companies poised to benefit from a reduction in industry capacity that should lead to improved pricing, or fallen angels - former growth stocks that have fallen out of favor for short-term or nonrecurring reasons.

Q. How do you analyze a company?

A. Ultimately, the factors that play into my analysis depend on the industry I'm looking at. For some industries, I focus on price-to-earnings ratios. In other industries, I focus on dividend yield or price-to-cash-flow ratios. I don't have a set computer model or algorithm that spits out company names. It's a very hands-on process, and my goal is to finish the analysis of a company and come up with a buy/sell price before I invest. This way, when things change with the company, I already know at what price I'm willing to buy it at and at what price I'll start selling and taking profits.

Q. Will the fund be fairly concentrated or diversified?

A. The fund will be diversified, but the degree of concentration among my top-10 ideas will vary. I expect the top-10 holdings to be in the range of 25%-50% of the fund's net assets, with the top holding representing between 2%-10%. However, if I find a stock I think could be a real winner, I'm going to make the most of it, and the fund's top-10 weighting could be skewed closer to 50%. On the other hand, if the market doesn't hand me what appears to be a clear-cut winner - which is the situation currently - then the assets will be spread over a greater number of holdings. While I anticipate having between 70-170 stocks in the fund at any time, the fund currently leans toward the higher end of that range to take advantage of the market's penchant for mid- and small-cap stocks.

Q. What's your outlook for value stocks, Steve?

A. I'm optimistic that the economy will recover at some point in the near future and that, when it stabilizes, the fund should benefit from my current positioning of the portfolio. A number of recent economic stimulants - including the Federal Reserve Board's interest-rate cuts and the federal government's income-tax cut - bode well for the economy. However, I'll be closely following the economic health of consumers. The jury is still out on the direction of consumer spending due to potentially higher unemployment, higher energy prices and the uncertain economic backdrop.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks capital appreciation

Start date: May 9, 2001

Size: as of June 30, 2001, more than $1 million

Manager: Steve DuFour, since inception; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 15.0%

Auto Components - 1.5%

Dana Corp.

250

$ 5,835

Delphi Automotive Systems Corp.

760

12,107

Snap-On, Inc.

50

1,208

19,150

Automobiles - 0.2%

Winnebago Industries, Inc.

100

3,075

Hotels Restaurants & Leisure - 2.2%

Brinker International, Inc. (a)

100

2,585

Hilton Hotels Corp.

200

2,320

Marriott International, Inc. Class A

110

5,207

McDonald's Corp.

450

12,177

MGM Mirage, Inc. (a)

170

5,093

27,382

Household Durables - 2.7%

Black & Decker Corp.

130

5,130

Clayton Homes, Inc.

350

5,502

D.R. Horton, Inc.

100

2,270

Fortune Brands, Inc.

160

6,138

Leggett & Platt, Inc.

100

2,203

The Stanley Works

70

2,932

Whirlpool Corp.

140

8,750

32,925

Leisure Equipment & Products - 0.5%

Mattel, Inc.

300

5,676

Media - 5.8%

AT&T Corp. - Liberty Media Group
Class A (a)

1,070

18,714

Dow Jones & Co., Inc.

70

4,180

E.W. Scripps Co. Class A

240

16,560

Gannett Co., Inc.

60

3,954

Interpublic Group of Companies, Inc.

140

4,109

McGraw-Hill Companies, Inc.

40

2,646

News Corp. Ltd. sponsored ADR

310

11,517

NTL, Inc. (a)

380

4,579

The New York Times Co. Class A

120

5,040

71,299

Multiline Retail - 0.5%

Costco Wholesale Corp. (a)

20

839

The May Department Stores Co.

140

4,796

5,635

Specialty Retail - 1.2%

Gap, Inc.

420

12,180

Pier 1 Imports, Inc.

250

2,875

15,055

Shares

Value (Note 1)

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

120

$ 5,184

TOTAL CONSUMER DISCRETIONARY

185,381

CONSUMER STAPLES - 7.1%

Beverages - 2.0%

The Coca-Cola Co.

550

24,750

Food Products - 0.7%

McCormick & Co., Inc. (non-vtg.)

110

4,622

Wm. Wrigley Jr. Co.

100

4,685

9,307

Household Products - 2.3%

Kimberly-Clark Corp.

510

28,509

Personal Products - 2.1%

Avon Products, Inc.

250

11,570

Gillette Co.

480

13,915

25,485

TOTAL CONSUMER STAPLES

88,051

ENERGY - 7.5%

Energy Equipment & Services - 0.3%

Schlumberger Ltd. (NY Shares)

80

4,212

Oil & Gas - 7.2%

Chevron Corp.

190

17,195

Conoco, Inc. Class B

360

10,404

Exxon Mobil Corp.

570

49,790

Occidental Petroleum Corp.

310

8,243

Phillips Petroleum Co.

50

2,850

88,482

TOTAL ENERGY

92,694

FINANCIALS - 21.0%

Banks - 15.5%

Banknorth Group, Inc.

120

2,701

Charter One Financial, Inc.

150

4,785

City National Corp.

100

4,429

Fifth Third Bancorp

100

6,035

First Tennessee National Corp.

150

5,207

First Union Corp.

200

6,988

FleetBoston Financial Corp.

410

16,175

Hibernia Corp. Class A

150

2,670

Mellon Financial Corp.

1,260

57,947

Pacific Century Financial Corp.

210

5,416

PNC Financial Services Group, Inc.

840

55,264

Popular, Inc.

160

5,192

SouthTrust Corp.

220

5,720

Synovus Financial Corp.

170

5,335

Trustmark Corp.

180

3,870

U.S. Bancorp

200

4,558

192,292

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - 3.9%

Charles Schwab Corp.

1,740

$ 26,622

Citigroup, Inc.

100

5,284

Morgan Stanley Dean Witter & Co.

250

16,058

47,964

Insurance - 0.9%

Allstate Corp.

100

4,399

Conseco, Inc.

480

6,552

10,951

Real Estate - 0.7%

Equity Office Properties Trust

280

8,856

TOTAL FINANCIALS

260,063

HEALTH CARE - 3.2%

Biotechnology - 0.2%

Serologicals Corp. (a)

120

2,550

Health Care Equipment & Supplies - 1.1%

Becton, Dickinson & Co.

160

5,726

Guidant Corp. (a)

220

7,920

13,646

Health Care Providers & Services - 0.1%

Owens & Minor, Inc.

50

950

Pharmaceuticals - 1.8%

American Home Products Corp.

150

8,766

Merck & Co., Inc.

100

6,391

Pharmacia Corp.

150

6,893

22,050

TOTAL HEALTH CARE

39,196

INDUSTRIALS - 17.9%

Aerospace & Defense - 1.4%

Lockheed Martin Corp.

430

15,932

Raytheon Co.

50

1,328

17,260

Air Freight & Couriers - 0.5%

United Parcel Service, Inc. Class B

100

5,780

Airlines - 1.5%

Delta Air Lines, Inc.

310

13,665

Northwest Airlines Corp. (a)

200

4,730

18,395

Building Products - 1.5%

Masco Corp.

620

15,475

York International Corp.

80

2,802

18,277

Commercial Services & Supplies - 2.7%

Avery Dennison Corp.

210

10,721

Cendant Corp. (a)

380

7,410

Shares

Value (Note 1)

Ecolab, Inc.

130

$ 5,326

Pitney Bowes, Inc.

230

9,688

33,145

Electrical Equipment - 0.5%

Hubbell, Inc. Class B

190

5,510

Molex, Inc. Class A (non-vtg.)

50

1,473

6,983

Industrial Conglomerates - 0.9%

Textron, Inc.

210

11,558

Machinery - 7.2%

Circor International, Inc.

50

903

Deere & Co.

120

4,542

Dover Corp.

130

4,895

Eaton Corp.

120

8,412

Flowserve Corp. (a)

250

7,688

Illinois Tool Works, Inc.

190

12,027

Ingersoll-Rand Co.

110

4,532

Navistar International Corp. (a)

890

25,036

PACCAR, Inc.

150

7,671

Pall Corp.

220

5,177

Parker-Hannifin Corp.

50

2,122

Pentair, Inc.

100

3,380

SPX Corp. (a)

20

2,504

88,889

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

210

6,336

Norfolk Southern Corp.

320

6,624

Swift Transportation Co., Inc. (a)

200

3,826

Werner Enterprises, Inc.

210

4,612

21,398

TOTAL INDUSTRIALS

221,685

INFORMATION TECHNOLOGY - 7.1%

Communications Equipment - 1.4%

Cisco Systems, Inc. (a)

150

2,906

Corning, Inc.

350

5,849

JDS Uniphase Corp. (a)

150

1,977

Motorola, Inc.

310

5,134

Tellabs, Inc. (a)

50

933

16,799

Electronic Equipment & Instruments - 2.5%

Amphenol Corp. Class A (a)

60

2,403

SCI Systems, Inc. (a)

745

18,998

Solectron Corp. (a)

330

6,039

Thermo Electron Corp. (a)

190

4,184

31,624

Semiconductor Equipment & Products - 3.2%

Altera Corp. (a)

100

2,966

Analog Devices, Inc. (a)

100

4,325

Atmel Corp. (a)

150

1,943

Cypress Semiconductor Corp. (a)

340

8,109

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Kulicke & Soffa Industries, Inc. (a)

125

$ 2,125

National Semiconductor Corp. (a)

375

10,920

Texas Instruments, Inc.

160

5,040

Xilinx, Inc. (a)

100

4,205

39,633

TOTAL INFORMATION TECHNOLOGY

88,056

MATERIALS - 6.7%

Chemicals - 3.5%

Air Products & Chemicals, Inc.

120

5,490

Dow Chemical Co.

320

10,640

E.I. du Pont de Nemours and Co.

390

18,814

Praxair, Inc.

130

6,110

Valspar Corp.

50

1,775

42,829

Construction Materials - 0.4%

Vulcan Materials Co.

100

5,375

Containers & Packaging - 0.2%

Packaging Corp. of America (a)

150

2,330

Metals & Mining - 1.6%

Newmont Mining Corp.

320

5,955

Nucor Corp.

70

3,422

Phelps Dodge Corp.

110

4,565

Quanex Corp.

230

5,957

19,899

Paper & Forest Products - 1.0%

Boise Cascade Corp.

100

3,517

Wausau-Mosinee Paper Corp.

520

6,703

Westvaco Corp.

100

2,429

12,649

TOTAL MATERIALS

83,082

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

ALLTEL Corp.

50

3,063

BellSouth Corp.

570

22,954

26,017

UTILITIES - 4.0%

Electric Utilities - 2.6%

American Electric Power Co., Inc.

300

13,851

Northeast Utilities

100

2,075

Southern Co.

490

11,393

Wisconsin Energy Corp.

200

4,754

32,073

Shares

Value (Note 1)

Gas Utilities - 0.9%

KeySpan Corp.

130

$ 4,742

Sempra Energy

220

6,015

10,757

Multi-Utilities - 0.2%

Utilicorp United, Inc.

100

3,055

Water Utilities - 0.3%

American Water Works, Inc.

130

4,286

TOTAL UTILITIES

50,171

TOTAL COMMON STOCKS

(Cost $1,142,096)

1,134,396

Convertible Preferred Stocks - 0.7%

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.7%

Raytheon Co. $4.12
(Cost $8,952)

170

8,266

Cash Equivalents - 10.3%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $128,066)

128,066

128,066

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $1,279,114)

1,270,728

NET OTHER ASSETS - (2.6)%

(32,529)

NET ASSETS - 100%

$ 1,238,199

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,178,870 and $25,745, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $18 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,279,114. Net unrealized depreciation aggregated $8,386, of which $33,380 related to appreciated investment securities and $41,766 related to depreciated investment securities.

Value Portfolio

See accompanying notes which are an integral part of the financial statements.

Fidelity Variable Insurance Products: Value Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,279,114) -
See accompanying schedule

$ 1,270,728

Receivable for fund shares sold

36,135

Dividends receivable

1,096

Interest receivable

90

Receivable from investment adviser for expense reductions

20,374

Total assets

1,328,423

Liabilities

Payable to custodian bank

$ 10,782

Payable for investments purchased

61,552

Distribution fees payable

116

Other payables and
accrued expenses

17,774

Total liabilities

90,224

Net Assets

$ 1,238,199

Net Assets consist of:

Paid in capital

$ 1,248,008

Undistributed net investment income

653

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,076)

Net unrealized appreciation (depreciation) on investments

(8,386)

Net Assets

$ 1,238,199

Initial Class:
Net Asset Value, offering price
and redemption price per share
($297,145
÷ 30,001 shares)

$9.90

Service Class:
Net Asset Value, offering price and
redemption price per share
($373,630
÷ 37,729 shares)

$9.90

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($567,424
÷ 57,310 shares)

$9.90

Statement of Operations

May 9, 2001 (commencement of operations) to June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 2,209

Interest

842

Total income

3,051

Expenses

Management fee

$ 839

Transfer agent fees

111

Distribution fees

191

Accounting fees and expenses

8,409

Custodian fees and expenses

2,884

Audit

10,861

Total expenses before reductions

23,295

Expense reductions

(20,897)

2,398

Net investment income

653

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

(2,076)

Change in net unrealized appreciation (depreciation) on investment securities

(8,386)

Net gain (loss)

(10,462)

Net increase (decrease) in net assets resulting from operations

$ (9,809)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

May 9, 2001 (commencement
of operations) to June 30, 2001
(Unaudited)

Operations
Net investment income

$ 653

Net realized gain (loss)

(2,076)

Change in net unrealized appreciation (depreciation)

(8,386)

Net increase (decrease) in net assets resulting from operations

(9,809)

Share transactions - net increase (decrease)

1,248,008

Total increase (decrease) in net assets

1,238,199

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $653)

$ 1,238,199

Other Information:

Six months ended June 30, 2001
(Unaudited)
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

37,731

$ 376,442

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

37,729

$ 376,422

Service Class 2
Sold

57,312

$ 571,598

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

57,310

$ 571,578

A Share transactions are for the period May 9, 2001 (commencement of operations) to June 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Value Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 297

Ratio of expenses to average net assets before expense reductions

15.58% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.48% A, F

Ratio of net investment income to average net assets

.57% A

Portfolio turnover rate

17% A

Financial Highlights - Service Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 374

Ratio of expenses to average net assets before expense reductions

15.68% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.59% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

17% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period May 9, 2001 (commencement of operations) to June 30, 2001.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001 D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income G

.00

Net realized and unrealized gain (loss)

(.10)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 567

Ratio of expenses to average net assets before expense reductions

15.83% A, F

Ratio of expenses to average net assets after voluntary waivers

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.74% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover rate

17% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period May 9, 2001 (commencement of operations) to June 30, 2001.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

G Net investment income per share has been calculated based on average shares outstanding during the period.

See accompanying notes which are an integral part of the financial statements.

Value Portfolio

Notes to Financial Statements

For the period ended June 30, 2001 (Unaudited)

1. Significant Accounting Policies.

Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, Overseas Portfolio, and Value Portfolio (the funds) are funds of Variable Insurance Products Fund. Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio (the funds) are funds of Variable Insurance Products Fund II. Aggressive Growth Portfolio, Balanced Portfolio, Dynamic Capital Appreciation Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap 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 offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation. Each class of the funds calculates its net asset value per share as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Balanced and High Income Portfolios. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios - continued

primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund, except for Value Portfolio, is not subject to income taxes to the extent that it distributes all of its taxable income for the fiscal year. Value Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information, if any, regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, High Income, Index 500, Investment Grade Bond, Mid Cap, Overseas, and Value Portfolios. 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 ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Under (over) distributions of net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the funds, as applicable, adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the funds, but resulted in an increase or (decrease) to cost of securities held and accumulated net undistributed realized gain (loss) based on securities held by the funds on January 1, 2001:

Fund

Cost of Securities/
Accumulated
gain (loss)

Asset Manager

$ (6,793,248)

Asset Manager: Growth

$ 283,128

Balanced

$ (26,257)

Equity-Income

$ 137,981

High Income

$ 13,869,788

Investment Grade Bond

$ (627,119)

The effect of this change during the period resulted in an increase or (decrease) in net investment income (loss), net unrealized appreciation/depreciation, and net realized gain (loss) as shown below. The Statement of Changes in net assets and financial highlights for the prior periods have not been restated to reflect this change in presentation.

Fund

Net investment
income (loss)

Net unrealized
appreciation/
depreciation

Net realized gain (loss)

Aggressive Growth

$ 18,210

$ (14,931)

$ (3,279)

High Income

$ 13,587,542

$ (7,074,645)

$ (6,512,897)

Investment Grade Bond

$ (618,280)

$ 539,588

$ 78,692

2. Operating Policies.

Foreign Currency Contracts. Certain funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Delayed Delivery Transactions and When-Issued Securities. Each fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Each fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in each applicable fund's Statements of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock markets and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of each applicable fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. Certain funds may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, from January 1, 2001 to April 30, 2001, as the fund's investment adviser, FMR received a monthly fee that was calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee ("prior contract"). The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate was .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

The income-based fee was added only when the fund's gross yield exceeded 5%. At that time the income-based fee would have equaled 6% of that portion of the fund's gross income that represented a gross yield of more than 5% per year. The maximum income-based component was .24% of average net assets.

On May 1, 2001, a new management fee contract ("present contract") took effect. FMR has voluntarily agreed to limit the fund's management fee to the lesser of the amount that is paid under the present contract or the prior contract for a period of six months beginning on May 1, 2001. Under the present contract the management fee rate is calculated on the basis of the group fee rate plus a total income-based component, which is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The minimum income-based component is .05% of average net assets (at a fund annualized gross yield of 0%), and the maximum income-based component is .27% of average net assets (at a fund annualized gross yield of 15% or more). The individual fund fee rate has been eliminated. The income-based portion of this fee was equal to $416,664, or an annualized rate of .03% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the High Income and Investment Grade Bond Portfolios and .2167% to .5200% for the period for the Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Mid Cap, Overseas and Value Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .35% for Aggressive Growth Portfolio, .30% for Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Growth, Growth Opportunities, Investment Grade Bond, Mid Cap and Value Portfolios, .25% for Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

Aggressive Growth

.63%

Asset Manager

.53%

Asset Manager: Growth

.58%

Balanced

.43%

Contrafund

.58%

Dynamic Capital Appreciation

.58%

Equity-Income

.48%

Growth

.58%

Growth & Income

.48%

Growth Opportunities

.58%

High Income

.58%

Index 500

.24%

Investment Grade Bond

.43%

Mid Cap

.58%

Money Market

.19%

Overseas

.73%

Value

.57%

Sub-Adviser Fee. FMR Co., Inc. (FMRC) serves as sub-adviser for the funds except Money Market and Investment Grade Bond Portfolios. FMRC is an affiliate of FMR and receives a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the funds' assets that are managed by FMRC.

FMR, on behalf of Overseas Portfolio, has also entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have also entered into a sub-advisory agreement with Deutsche Asset Management Inc. (DAMI). DAMI receives a sub-advisory fee from FMR for providing investment management services to the fund. For these services, FMR pays DAMI fees at an annual rate of 0.006% of the fund's average net assets. Prior to May 1, 2001, Bankers Trust Company (Bankers Trust) was serving as sub-adviser of the fund. Under a separate custodian agreement, Bankers Trust receives a fee for providing custodial services to the fund. Bankers Trust and DAMI are both wholly owned subsidiaries of Deutsche Bank AG. All personnel currently employed by DAMI in managing the fund were employed by Bankers Trust in substantially the same capacity.

Under a separate securities lending agreement with Bankers Trust, the fund receives at least 75% (70% prior to January 1, 2001) of net income from the securities lending program. Bankers Trust retains no more than 25% (30% prior to January 1, 2001) of net income under this agreement. For the period, Bankers Trust retained $123,874.

As Money Market and Investment Grade Bond Portfolios' investment sub-adviser, Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which were reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Aggressive Growth

Service Class

$ 379

Service Class 2

2,412

$ 2,791

Asset Manager

Service Class

$ 15,200

Service Class 2

7,667

$ 22,867

Asset Manager: Growth

Service Class

$ 5,794

Service Class 2

5,107

$ 10,901

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

Balanced

Service Class

$ 13,402

Service Class 2

9,526

$ 22,928

Contrafund

Service Class

$ 591,618

Service Class 2

126,395

$ 718,013

Dynamic Capital Appreciation

Service Class

$ 415

Service Class 2

2,669

$ 3,084

Equity-Income

Service Class

$ 341,695

Service Class 2

92,560

$ 434,255

Growth

Service Class

$ 883,759

Service Class 2

105,785

$ 989,544

Growth & Income

Service Class

$ 113,188

Service Class 2

23,842

$ 137,030

Growth Opportunities

Service Class

$ 158,653

Service Class 2

40,250

$ 198,903

High Income

Service Class

$ 127,380

Service Class 2

10,014

$ 137,394

Index 500

Service Class

$ 75

Service Class 2

9,474

$ 9,549

Investment Grade Bond

Service Class

$ 54

Service Class 2

2,837

$ 2,891

Mid Cap

Service Class

$ 142,226

Service Class 2

120,908

$ 263,134

Money Market

Service Class

$ 41

Service Class 2

2,455

$ 2,496

Overseas

Service Class

$ 138,038

Service Class 2

20,717

$ 158,755

Value

Service Class

$ 44

Service Class 2

147

$ 191

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 account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Aggressive Growth

Initial Class

$ 209

Service Class

291

Service Class 2

782

$ 1,282

Asset Manager

Initial Class

$ 1,282,256

Service Class

10,363

Service Class 2

2,241

$ 1,294,860

Asset Manager: Growth

Initial Class

$ 147,243

Service Class

4,017

Service Class 2

1,544

$ 152,804

Balanced

Initial Class

$ 84,007

Service Class

8,937

Service Class 2

2,862

$ 95,806

Contrafund

Initial Class

$ 2,499,038

Service Class

390,645

Service Class 2

35,694

$ 2,925,377

Dynamic Capital Appreciation

Initial Class

$ 83

Service Class

335

Service Class 2

806

$ 1,224

Equity-Income

Initial Class

$ 3,244,128

Service Class

227,602

Service Class 2

27,445

$ 3,499,175

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 4,523,970

Service Class

580,899

Service Class 2

29,925

$ 5,134,794

Growth & Income

Initial Class

$ 313,541

Service Class

75,436

Service Class 2

6,552

$ 395,529

Growth Opportunities

Initial Class

$ 270,021

Service Class

104,054

Service Class 2

12,156

$ 386,231

High Income

Initial Class

$ 489,638

Service Class

85,855

Service Class 2

3,532

$ 579,025

Index 500

Initial Class

$ 1,264,947

Service Class

305

Service Class 2

3,317

$ 1,268,569

Investment Grade Bond

Initial Class

$ 304,526

Service Class

36

Service Class 2

1,496

$ 306,058

Mid Cap

Initial Class

$ 186,767

Service Class

94,567

Service Class 2

33,490

$ 314,824

Money Market

Initial Class

$ 816,589

Service Class

34

Service Class 2

1,556

$ 818,179

Overseas

Initial Class

$ 677,203

Service Class

91,800

Service Class 2

6,119

$ 775,122

Value

Initial Class

$ 32

Service Class

33

Service Class 2

46

$ 111

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM. These funds (collectively referred to as the "Central Funds") are only available to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Securities Lending Cash Central Fund and the Fidelity Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

from, or lend money to, other participating funds. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. 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. 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. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on each applicable fund's Statement of Assets and Liabilities.

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. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

8. Expense Reductions.

FMR agreed to reimburse certain funds to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Aggressive Growth

Initial Class

1.50%

$ 5,984

Service Class

1.60%

8,136

Service Class 2

1.75%

20,961

$ 35,081

Dynamic Capital
Appreciation

Initial Class

1.50%

$ 3,431

Service Class

1.60%

11,508

Service Class 2

1.75%

29,626

$ 44,565

Index 500

Initial Class

.28%

$ 1,087,061

Service Class

.38%

298

Service Class 2

.53%

2,974

$ 1,090,333

Value

Initial Class

1.50%

$ 6,103

Service Class

1.60%

6,312

Service Class 2

1.75%

8,462

$ 20,877

Certain security trades were directed to brokers who paid a portion of certain funds' expenses. In addition through arrangements with certain funds' custodian, credits realized as a result of uninvested cash balances were used to reduce the funds' expenses. All of the applicable expense reductions are noted in the table below.

Directed
Brokerage

Custody
expense
reduction

Aggressive Growth

$ 841

$ 95

Asset Manager

48,537

8,373

Asset Manager: Growth

827

1,644

Balanced

23,314

20

Contrafund

2,445,911

10,188

Dynamic Capital
Appreciation

1,164

67

Equity-Income

756,837

682

Growth

3,112,854

1,356

Growth & Income

116,328

380

Growth Opportunities

206,105

-

High Income

41,643

5,946

Index 500

-

23,773

Investment Grade Bond

-

3,277

Mid Cap

273,940

4,714

Overseas

661,848

39

Value

-

20

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest


FILI

Unaffiliated Insurance Companies

Fund

% of Ownership

# of

% Ownership

Aggressive Growth

81%

1

19%

Asset Manager

20%

1

20%

Asset Manager: Growth

63%

-

-

Balanced

41%

1

45%

Contrafund

18%

2

32%

Dynamic Capital
Appreciation

16%

1

77%

Equity-Income

13%

1

28%

Growth

13%

1

27%

Growth & Income

34%

4

54%

Growth Opportunities

14%

1

61%

High Income

12%

2

60%

Index 500

29%

-

-

Investment Grade Bond

47%

-

-

Mid Cap

52%

1

21%

Money Market

61%

-

-

Overseas

12%

1

33%

Value

80%

1

20%

10. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's Schedule of Investments.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

24,776,348,518.30

92.680

Against

448,126,395.47

1.677

Abstain

1,508,636,275.13

5.643

TOTAL

26,733,111,188.90

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

24,496,494,437.66

91.634

Against

707,781,202.09

2.647

Abstain

1,528,835,549.15

5.719

TOTAL

26,733,111,188.90

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

26,118,185,004.24

97.700

Withheld

614,926,184.66

2.300

TOTAL

26,733,111,188.90

100.000

Ralph F. Cox

Affirmative

26,095,601,985.58

97.615

Withheld

637,509,203.32

2.385

TOTAL

26,733,111,188.90

100.000

Phyllis Burke Davis

Affirmative

26,083,791,943.91

97.571

Withheld

649,319,244.99

2.429

TOTAL

26,733,111,188.90

100.000

Robert M. Gates

Affirmative

26,102,950,511.88

97.643

Withheld

630,160,677.02

2.357

TOTAL

26,733,111,188.90

100.000

Abigail P. Johnson

Affirmative

26,037,276,918.63

97.397

Withheld

695,834,270.27

2.603

TOTAL

26,733,111,188.90

100.000

Edward C. Johnson 3d

Affirmative

26,080,170,223.36

97.558

Withheld

652,940,965.54

2.442

TOTAL

26,733,111,188.90

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

26,106,883,271.10

97.657

Withheld

626,227,917.80

2.343

TOTAL

26,733,111,188.90

100.000

Marie L. Knowles

Affirmative

26,112,825,107.54

97.680

Withheld

620,286,081.36

2.320

TOTAL

26,733,111,188.90

100.000

Ned C. Lautenbach

Affirmative

26,118,368,287.41

97.700

Withheld

614,742,901.49

2.300

TOTAL

26,733,111,188.90

100.000

Peter S. Lynch

Affirmative

26,123,601,514.95

97.720

Withheld

609,509,673.95

2.280

TOTAL

26,733,111,188.90

100.000

William O. McCoy

Affirmative

26,111,093,172.07

97.673

Withheld

622,018,016.83

2.327

TOTAL

26,733,111,188.90

100.000

Marvin L. Mann

Affirmative

26,109,956,160.87

97.669

Withheld

623,155,028.03

2.331

TOTAL

26,733,111,188.90

100.000

Robert C. Pozen

Affirmative

26,115,314,548.99

97.689

Withheld

617,796,639.91

2.311

TOTAL

26,733,111,188.90

100.000

William S. Stavropoulos

Affirmative

26,080,088,758.45

97.557

Withheld

653,022,430.45

2.443

TOTAL

26,733,111,188.90

100.000

PROPOSAL 4

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the funds.

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,497,318,391.00

93.981

Against

77,361.216.10

0.970

Abstain

402,778,316.67

5.049

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

12,316,328,775.38

93.637

Against

169,867,253.30

1.291

Abstain

667,144,656.23

5.072

TOTAL

13,153,340,684.91

100.000

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,680,073,979.22

94.189

Against

16,137,221.51

0.904

Abstain

87,524,110.83

4.907

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,755,221,728.54

92.794

Against

47,789,969.62

2.527

Abstain

88,510,226.64

4.679

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,815,569,546.71

94.215

Against

25,464,262.95

1.321

Abstain

86,021,534.20

4.464

TOTAL

1,927,055,343.86

100.000

PROPOSAL 5

To approve an amended management contract for Money Market Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,590,382,646.57

84.080

Against

199,914,788.57

10.569

Abstain

101,224,489.66

5.351

TOTAL

1,891,521,924.80

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,639,349,558.52

91.905

Against

37,872,449.53

2.124

Abstain

106,513,303.51

5.971

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,775,689,405.28

92.145

Against

44,179,285.29

2.293

Abstain

107,186,653.29

5.562

TOTAL

1,927,055,343.86

100.000

PROPOSAL 7

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,633,310,950.92

91.567

Against

40,844,607.29

2.290

Abstain

109,579,753.35

6.143

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,774,000,083.53

92.058

Against

45,297,103.43

2.350

Abstain

107,758,156.90

5.592

TOTAL

1,927,055,343.86

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with Fidelity International Investment Advisors (FIIA) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,774,591,133.57

92.088

Against

44,316,720.04

2.300

Abstain

108,147,490.25

5.612

TOTAL

1,927,055,343.86

100.000

PROPOSAL 9

To approve an amended sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity International Investment Advisors U.K. Limited (FIIA(U.K.)L) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,771,807,754.08

91.944

Against

44,657,180.60

2.317

Abstain

110,590,409.18

5.739

TOTAL

1,927,055,343.86

100.000

PROPOSAL 10

To approve a new sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity Investments Japan Limited (FIJ) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,770,295,043.97

91.865

Against

45,881,834.47

2.381

Abstain

110,878,465.42

5.754

TOTAL

1,927,055,343.86

100.000

PROPOSAL 11

To eliminate a fundamental policy of High Income Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,611,599,844.60

90.350

Against

54,953,711.11

3.081

Abstain

117,181,755.85

6.569

TOTAL

1,783,735,311.56

100.000

PROPOSAL 12

To eliminate a fundamental investment policy of Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,726,857,388.38

89.611

Against

83,196,273.38

4.317

Abstain

117,001,682.10

6.072

TOTAL

1,927,055,343.86

100.000

PROPOSAL 13

To amend each fund's fundamental investment limitation concerning underwriting.

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,219,642,201.23

90.501

Against

224,780,987.56

2.817

Abstain

533,034,734.98

6.682

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

11,858,503,060.05

90.156

Against

395,382,780.56

3.006

Abstain

899,454,844.30

6.838

TOTAL

13,153,340,684.91

100.000

High Income

Affirmative

1,623,823,177.31

91.035

Against

45,798,458.68

2.568

Abstain

114,113,675.57

6.397

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,657,386,964.61

87.622

Against

102,466,078.06

5.417

Abstain

131,668,882.13

6.961

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,759,986,437.38

91.330

Against

51,725,023.93

2.685

Abstain

115,343,882.55

5.985

TOTAL

1,927,055,343.86

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund II shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

14,308,823,743.47

92.057

Against

258,325,621.27

1.662

Abstain

976,343,698.91

6.281

TOTAL

15,543,493,063.65

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

14,121,087,660.81

90.849

Against

418,368,837.43

2.691

Abstain

1,004,036,565.41

6.460

TOTAL

15,543,493,063.65

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

15,154,409,605.27

97.497

Withheld

389,083,458.38

2.503

TOTAL

15,543,493,063.65

100.000

Ralph F. Cox

Affirmative

15,129,005,401.07

97.333

Withheld

414,487,662.58

2.667

TOTAL

15,543,493,063.65

100.000

Phyllis Burke Davis

Affirmative

15,129,404,134.81

97.336

Withheld

414,088,928.84

2.664

TOTAL

15,543,493,063.65

100.000

Robert M. Gates

Affirmative

15,147,044,856.90

97.449

Withheld

396,448,206.75

2.551

TOTAL

15,543,493,063.65

100.000

Abigail P. Johnson

Affirmative

15,114,183,093.39

97.238

Withheld

429,309,970.26

2.762

TOTAL

15,543,493,063.65

100.000

Edward C. Johnson 3d

Affirmative

15,120,517,923.39

97.279

Withheld

422,975,140.26

2.721

TOTAL

15,543,493,063.65

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

15,146,564,785.62

97.446

Withheld

396,928,278.03

2.554

TOTAL

15,543,493,063.65

100.000

Marie L. Knowles

Affirmative

15,155,243,168.95

97.502

Withheld

388,249,894.70

2.498

TOTAL

15,543,493,063.65

100.000

Ned C. Lautenbach

Affirmative

15,158,046,761.05

97.520

Withheld

385,446,302.60

2.480

TOTAL

15,543,493,063.65

100.000

Peter S. Lynch

Affirmative

15,158,407,202.15

97.523

Withheld

385,085,861.50

2.477

TOTAL

15,543,493,063.65

100.000

William O. McCoy

Affirmative

15,148,976,308.20

97.462

Withheld

394,516,755.45

2.538

TOTAL

15,543,493,063.65

100.000

Marvin L. Mann

Affirmative

15,142,548,326.72

97.420

Withheld

400,944,736.93

2.580

TOTAL

15,543,493,063.65

100.000

Robert C. Pozen

Affirmative

15,153,117,320.84

97.488

Withheld

390,375,742.81

2.512

TOTAL

15,543,493,063.65

100.000

William S. Stavropoulos

Affirmative

15,130,986,737.33

97.346

Withheld

412,506,326.32

2.654

TOTAL

15,543,493,063.65

100.000

PROPOSAL 4

To ratify the selection of Deloitte & Touche LLP as independent accountants of the funds.

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

3,060,681,053.44

94.072

Against

35,328,863.78

1.086

Abstain

157,538,872.95

4.842

TOTAL

3,253,548,790.17

100.000

Asset Manager: Growth

Affirmative

440,641,516.41

93.601

Against

5,392,115.32

1.145

Abstain

24,732,891.40

5.254

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

7,114,852.833.17

93.516

Against

92,412,542.24

1.215

Abstain

400,889,201.69

5.269

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

504,082,312.84

93.996

Against

4,125,071.29

0.770

Abstain

28,070,448.39

5.234

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,417,545,931.25

93.001

Against

43,666,408.24

1.188

Abstain

213,533,001.24

5.811

TOTAL

3,674,745,340.73

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

430,988,304.92

91.550

Against

10,388,837.55

2.207

Abstain

29,389,380.66

6.243

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,926,624.148.24

91.042

Against

180,196,437.21

2.369

Abstain

501,333,991.65

6.589

TOTAL

7,608,154,577.10

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

428,853,207.43

91.097

Against

11,313,645.79

2.403

Abstain

30,599,669.91

6.500

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,909,145,220.22

90.812

Against

186,008,241.69

2.445

Abstain

513,001,115.19

6.743

TOTAL

7,608,154,577.10

100.000

PROPOSAL 7

To amend each fund's fundamental investment limitation concerning underwriting.

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

2,968,079,117.59

91.226

Against

81,455,848.31

2.503

Abstain

204,013,824.27

6.271

TOTAL

3,253,548.790.17

100.000

Asset Manager: Growth

Affirmative

426,919,824.45

90.686

Against

11,428,106.44

2.428

Abstain

32,418,592.24

6.886

TOTAL

470,766,523.13

100.000

Contrafund

Affirmative

6,861,366,604.00

90.184

Against

218,857,539.69

2.877

Abstain

527,930,433.41

6.939

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

492,389,785.10

91.816

Against

8,802,410.80

1.642

Abstain

35,085,636.62

6.542

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,311,716,844.12

90.121

Against

94,272,996.09

2.565

Abstain

268,755,500.52

7.314

TOTAL

3,674,745,340.73

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Deutsche Asset Management Inc.
Index 500 Portfolio

FMR Co., Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Equity-Income, Growth, Growth & Income, Growth
Opportunities, High Income, Index 500, Mid Cap, Overseas,
and Value Portfolios

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity Management & Research (Far East) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Officers

Edward C. Johnson 3d, President

Abigail P. Johnson, Senior Vice President

Phillip L. Bullen, Vice President - Index 500 and
Overseas Portfolios

Dwight D. Churchill, Vice President - Investment Grade Bond
and Money Market Portfolios

Boyce I. Greer, Vice President - Money Market Portfolio

Bart A. Grenier, Vice President - Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
and Growth & Income Portfolios

Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond, and Money Market Portfolios

Robert A. Lawrence, Vice President - High Income Portfolio

David L. Murphy, Vice President - Investment Grade Bond Portfolio

Richard A. Spillane, Jr., Vice President - Aggressive Growth,
Contrafund, Dynamic Capital Appreciation, Growth, Growth
Opportunities, Mid Cap, and Value Portfolios

John Avery, Vice President - Balanced Portfolio

Barry J. Coffman, Vice President - High Income Portfolio

William Danoff, Vice President - Contrafund Portfolio

Bettina Doulton, Vice President - Growth Opportunities Portfolio

Robert Duby, Vice President - Money Market Portfolio

Stephen M. DuFour, Vice President - Value Portfolio

Kevin E. Grant, Vice President - Balanced and Investment
Grade Bond Portfolios

Richard R. Mace, Jr., Vice President - Overseas Portfolio

Charles S. Morrison II, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Mark J. Notkin, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio

Louis Salemy, Vice President - Growth & Income Portfolio

J. Fergus Shiel, Vice President - Dynamic Capital
Appreciation Portfolio

Steven J. Snider, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

John J. Todd, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Paul F. Maloney, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

William S. Stavropoulos * - funds of Variable Insurance
Products Fund and Variable Insurance Products Fund II

Advisory Board

Robert C. Pozen

William S. Stavropoulos - funds of Variable Insurance
Products Fund III

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Aggressive Growth,
Asset Manager, Asset Manager: Growth, Balanced,
Equity-Income, Growth & Income, and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation and Value Portfolios

* Independent trustees

VIPSC-SANN-0801 141835
1.744746.101

Fidelity® Variable Insurance Products
Service Class 2

Aggressive Growth Portfolio

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Value Portfolio

Semiannual Report

June 30, 2001(2_fidelity_logos)

Contents

Market Environment

4

A review of what happened in world markets
during the past six months.

Aggressive Growth Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Managers' Overview

7

Investments

12

Financial Statements

Asset Manager Portfolio

16

Performance and Investment Summary

17

Fund Talk: The Manager's Overview

18

Investments

34

Financial Statements

Asset Manager: Growth Portfolio

38

Performance and Investment Summary

39

Fund Talk: The Managers' Overview

40

Investments

55

Financial Statements

Balanced Portfolio

59

Performance and Investment Summary

60

Fund Talk: The Managers' Overview

61

Investments

72

Financial Statements

Contrafund Portfolio

76

Performance and Investment Summary

77

Fund Talk: The Managers' Overview

78

Investments

85

Financial Statements

Dynamic Capital Appreciation Portfolio

89

Performance and Investment Summary

90

Fund Talk: The Managers' Overview

91

Investments

94

Financial Statements

Equity-Income Portfolio

98

Performance and Investment Summary

99

Fund Talk: The Managers' Overview

100

Investments

108

Financial Statements

Growth Portfolio

112

Performance and Investment Summary

113

Fund Talk: The Managers' Overview

114

Investments

118

Financial Statements

Growth & Income Portfolio

122

Performance and Investment Summary

123

Fund Talk: The Managers' Overview

124

Investments

127

Financial Statements

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Semiannual Report

Growth Opportunities Portfolio

131

Performance and Investment Summary

132

Fund Talk: The Managers' Overview

133

Investments

137

Financial Statements

High Income Portfolio

141

Performance and Investment Summary

142

Fund Talk: The Managers' Overview

143

Investments

152

Financial Statements

Index 500 Portfolio

156

Performance and Investment Summary

157

Fund Talk: The Managers' Overview

158

Investments

165

Financial Statements

Investment Grade Bond Portfolio

169

Performance and Investment Summary

170

Fund Talk: The Managers' Overview

171

Investments

178

Financial Statements

Mid Cap Portfolio

182

Performance and Investment Summary

183

Fund Talk: The Managers' Overview

184

Investments

190

Financial Statements

Money Market Portfolio

194

Performance

195

Fund Talk: The Managers' Overview

196

Investments

200

Financial Statements

Overseas Portfolio

204

Performance and Investment Summary

205

Fund Talk: The Managers' Overview

206

Investments

209

Financial Statements

Value Portfolio

213

Performance and Investment Summary

214

Fund Talk: The Managers' Overview

215

Investments

218

Financial Statements

Notes to Financial Statements

222

Notes to the Financial Statements

Proxy Voting Results

231

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not
authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Market Environment

There's an expression in financial quarters that says, "When the United States sneezes, the world catches cold." That would seem to be a pretty fair statement judging by the performance of the global economy during the six-month period ending June 30, 2001. Considering that more than a third of all goods sold in the U.S. are imports - compared to 20% a decade ago - the sharp deceleration of the domestic economy had far-reaching ramifications. Asia, the Pacific Rim, Europe and many other parts of the world - particularly technology exporters - were negatively affected by slowing U.S. demand. Higher energy costs also put a damper on global economic growth through the first half of 2001. The news was better in the second quarter of the year, at least for U.S. stocks. The second quarter gains of U.S. equity stock funds were the biggest since the fourth quarter of 1999, according to Lipper Inc.

U.S. Stock Markets

Despite extreme volatility during the first half of 2001, opportunities for strong returns were still abundant for equity investors. In short, big was anything but better during the first half of the year. Small- and mid-cap value stocks were the top performers, while large-cap growth fell from favor. The technology and telecommunications industries were the primary victims of this fallout. The "irrational exuberance" - a phrase coined by Federal Reserve Board chairman Alan Greenspan a few years ago to describe the extraordinary run-up in these new economy stocks - quickly evaporated as economic growth slowed and earnings disappointments piled up. In response, investors turned to the long-neglected value arena, where many companies demonstrated real earnings growth and reasonable valuations. A look at the numbers reveals the performance discrepancy between the large-cap growth and mid- to small-cap value styles: For the six-month period ending June 30, 2001, the Russell 2000® Value Index - a measure of small-cap value stock performance - gained 12.72%. Its large-cap growth counterpart, the Russell 1000® Growth Index, declined 14.24%. Other growth-oriented indexes demonstrated a similar shortfall. The large-cap weighted Standard & Poor's 500SM Index fell 6.70%, while the tech- and telecom-heavy NASDAQ Composite® Index lost 12.40%. The Dow Jones Industrial AverageSM, a blend of 30 blue-chip companies - 23 of which fall into the value category - finished the six-month period down 1.86%.

Foreign Stock Markets

The performance of international equity markets echoed that of their U.S. counterparts during the first half of 2001. Slowing economic growth led to a sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin pressures and a decline in capital expenditures took a heavy toll on corporate earnings, causing the Morgan Stanley Capital InternationalSM Europe, Australasia and Far East (MSCI® EAFE®) Index to drop 14.45%. Europe accounted for much of the weakness. The global slowdown reduced export activity, and the European Central Bank's reluctance to cut interest rates due to inflation fears was greeted negatively by investors. Japan also suffered a sharp drop in exports, particularly in technology-related sectors. The Tokyo Stock Exchange Index (TOPIX), a benchmark of the Japanese stock market, fell 6.86%. On the other hand, South Korea posted one of the best performances, as the Korea Composite Stock Price Index (KOSPI) jumped 11.30% during the past six months thanks to renewed strength in semiconductor demand. Latin American stocks rebounded in the second quarter of 2001, helping the Morgan Stanley Capital International Emerging Markets Free - Latin America Index record a 6.16% gain for the first half of the year.

U.S. Bond Markets

Investment-grade bonds extended their recent dominance over most major stock indexes for the six-month period ending June 30, 2001. The Lehman Brothers Aggregate Bond Index - a popular measure of taxable-bond performance - returned 3.62% during this time frame. Treasuries relinquished market leadership to the spread sectors, particularly corporate bonds, which stormed out of the gates in 2001. Still, the Lehman Brothers Treasury Index returned 1.95%. Overwhelming evidence of deteriorating economic growth spurred the Federal Reserve Board to aggressively ease interest rates, with a total of six cuts during the first six months of 2001. This strong positive signal of support for the economy triggered one of the best months ever for corporate bonds in January. Further yield spread tightening in the spring ensured top billing for the Lehman Brothers Credit Bond Index, which returned 5.38%. Agencies benefited from reduced political risk surrounding government-sponsored enterprises, while a still-robust housing market aided discount mortgage securities. The Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 3.06% and 3.78%, respectively. High-yield bonds also chipped in with a positive six-month return, despite a negative second quarter. Overall, the Merrill Lynch High Yield Master II Index gained 3.38% in the first half of 2001.

Foreign Bond Markets

In general, emerging-markets debt outperformed developed nation investment-grade government bonds during the past six months. The J.P. Morgan Emerging Markets Bond Index Global returned 5.82% in that time frame. Russia stood out among the index's top performers, helped by a continuation of economic reforms and several credit rating upgrades. Argentina was at the opposite end of the spectrum, plagued by its slumping economy and potential debt defaults. Meanwhile, international government bonds fell 6.78%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. European government bond performance was held back somewhat as the euro had a difficult time competing with the strong U.S. dollar.

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class 2 shares will appear once the fund is a year old.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Aggressive Growth Portfolio - Service Class 2 on December 27, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $9,389 - a 6.11% decrease on the initial investment. For comparison, look at how the Russell Midcap Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,695 - a 13.05% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Cabletron Systems, Inc.

2.3

Allergan, Inc.

1.7

Networks Associates, Inc.

1.5

Metro One Telecommunications, Inc.

1.4

IDEC Pharmaceuticals Corp.

1.3

8.2

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

45.4

Health Care

19.1

Consumer Discretionary

8.9

Energy

4.5

Financials

3.5

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

70.8%

Bonds

19.4%

Short-Term Investments and Net Other Assets

9.8%



* Foreign investments 3.9%

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

Note to shareholders: Rajiv Kaul (right) became Portfolio Manager of Aggressive Growth Portfolio on June 13, 2001. The following is an interview with Beso Sikharulidze (left), the fund's former Portfolio Manager, with additional comments from Rajiv Kaul.

Q. How did the fund perform, Beso?

B.S. For the six months that ended June 30, 2001, the fund outperformed both the Russell Midcap® Growth Index and the variable annuity mid-cap funds average tracked by Lipper Inc., which produced returns of -12.96% and -6.84%, respectively. From its inception on December 27, 2000, through June 30, 2001, the fund topped the Russell Midcap Growth Index, which returned -13.05%. Lipper does not calculate a life of fund comparison.

Q. To what do you attribute the fund's success relative to its benchmarks during the past six months?

B.S. Focusing solely on the highest-quality securities from the areas of the market with the highest growth potential was critical to our success. A good portion of our relative advantage came from the technology sector, which had a particularly difficult period overall, falling more than 22%. Despite investing about half of the fund's net assets on average in tech, a considerable overweighting relative to the Russell index, our holdings still outperformed by healthy margins. We further benefited from generally owning the right names within health care, along with two strong picks in consumer discretionary - namely amusement park operator Six Flags and broadcasting company Radio One. Finally, I added further exposure to convertible securities at the expense of pure equities, as more attractive situations emerged among convertibles as a result of the market's downturn. Prudently employing this asset class boosted the fund's total return potential by offering participation in equities on the upside, as well as downside protection in the form of a lofty bond yield cushion. This strategy paid off versus our peers, which tended to have very little, if any, exposure to convertible securities.

Q. What else can you tell us about your tech strategy and how it influenced performance?

B.S. Tech firms hit the wall early in the period as demand dried up and fundamentals deteriorated. As such, I continued to spend a lot of time scrutinizing the fund's holdings in order to upgrade the quality of the portfolio. I decreased the fund's overall tech weighting, while focusing my efforts on owning the perceived leaders in next-generation technology - firms that should have more cushion in down markets because they can still gain market share. Given a broad curtailment in business investment, it was necessary to hone in on tech providers that were bucking the downturn by providing the tools that - despite cuts in capital spending - companies had to buy. Getting businesses up and running on the Internet was critical to corporate customers, as was cost-cutting through improvements in both supply-chain and customer-relationship management. I turned to smaller-cap software providers such as Micromuse and Network Associates, which helped us during the period. Given the growing concerns about overcapacity, I shed most of our optical equipment and networking component manufacturers that performed poorly. Unfortunately, I was a little late in doing so with some of them. The stocks I held onto in this area had new, exciting technologies that were in demand. Sonus Networks and ONI Systems held up well, while Ciena got caught in the downdraft despite sound fundamentals. Critical Path was another notable detractor from performance.

Q. How about some of your moves within health care?

B.S. I continued to emphasize biotechnology companies that I felt housed the most attractive growth prospects. Despite the uncertainty surrounding most high-growth stocks during the period, the risks within the biotech industry remained generally constant. My experience following the health sector provided me with some great insights into finding quality biotech stocks with strong product pipelines. I uncovered several winners in this space, most notably Titan Pharmaceuticals and CuraGen.

Q. Turning to you Rajiv, what's your outlook?

R.K. I feel pretty good about the fund's positioning right now, with it having aggressive as well as defensive characteristics. I'm optimistic about the improving liquidity in the marketplace, induced by the Federal Reserve Board's aggressive attempts to stimulate growth in the economy. The markets historically have performed well when the Fed is easing interest rates. However, I remain cautious about company fundamentals in the near term, since it's still unclear as to when they will actually respond to the stimulus.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks capital appreciation by investing primarily in common stocks

Start date: December 27, 2000

Size: as of June 30, 2001, more than
$6 million

Manager: Rajiv Kaul, since June 2001; joined Fidelity in 1996

3

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.2%

Automobiles - 0.5%

Harley-Davidson, Inc.

730

$ 34,368

Hotels, Restaurants & Leisure - 0.8%

International Game Technology (a)

640

40,160

Mandalay Resort Group (a)

350

9,590

Six Flags, Inc. (a)

231

4,860

54,610

Leisure Equipment & Products - 0.7%

Midway Games, Inc. (a)

2,500

46,250

Media - 2.5%

AOL Time Warner, Inc. (a)

110

5,830

Gemstar-TV Guide International, Inc. (a)

1,570

65,956

Macrovision Corp. (a)

200

13,616

Radio One, Inc. Class D (non-vtg.) (a)

3,180

68,529

Salem Communications Corp. Class A (a)

300

6,279

Univision Communications, Inc.
Class A (a)

100

4,278

164,488

Multiline Retail - 0.5%

BJ's Wholesale Club, Inc. (a)

400

21,304

JCPenney Co., Inc.

500

13,180

34,484

Specialty Retail - 1.2%

Abercrombie & Fitch Co. Class A (a)

1,060

47,170

Pacific Sunwear of California, Inc. (a)

1,400

31,668

78,838

TOTAL CONSUMER DISCRETIONARY

413,038

CONSUMER STAPLES - 1.6%

Food & Drug Retailing - 1.0%

CVS Corp.

10

386

Duane Reade, Inc. (a)

1,000

32,500

Rite Aid Corp. (a)

4,040

36,360

69,246

Personal Products - 0.6%

Avon Products, Inc.

110

5,091

Estee Lauder Companies, Inc. Class A

820

35,342

40,433

TOTAL CONSUMER STAPLES

109,679

ENERGY - 4.5%

Energy Equipment & Services - 4.5%

Baker Hughes, Inc.

2,600

87,100

BJ Services Co. (a)

260

7,379

Cooper Cameron Corp. (a)

560

31,248

Global Industries Ltd. (a)

90

1,181

Halliburton Co.

770

27,412

Hanover Compressor Co. (a)

30

993

Input/Output, Inc. (a)

440

5,588

Shares

Value (Note 1)

Pride International, Inc. (a)

310

$ 5,890

Smith International, Inc. (a)

810

48,519

Varco International, Inc. (a)

50

931

Weatherford International, Inc. (a)

1,770

84,960

301,201

FINANCIALS - 3.5%

Banks - 0.5%

Synovus Financial Corp.

1,140

35,773

Diversified Financials - 3.0%

Alliance Data Systems Corp.

2,300

34,500

Capital One Financial Corp.

630

37,800

E*TRADE Group, Inc. (a)

2,350

15,158

Household International, Inc.

650

43,355

Providian Financial Corp.

1,210

71,632

202,445

TOTAL FINANCIALS

238,218

HEALTH CARE - 14.1%

Biotechnology - 6.0%

Alkermes, Inc. (a)

1,510

52,744

Applera Corp. - Celera Genomics Group (a)

670

26,572

BioMarin Pharmaceutical, Inc. (a)

760

9,994

Corvas International, Inc. (a)

2,480

29,338

CuraGen Corp. (a)

510

18,743

Human Genome Sciences, Inc. (a)

180

10,742

IDEC Pharmaceuticals Corp. (a)

1,380

89,438

Invitrogen Corp. (a)

520

36,400

Medarex, Inc. (a)

310

7,294

Medimmune, Inc. (a)

1,000

47,420

Millennium Pharmaceuticals, Inc. (a)

200

6,780

Protein Design Labs, Inc. (a)

100

8,410

Serologicals Corp. (a)

100

2,125

Titan Pharmaceuticals, Inc. (a)

1,860

55,819

401,819

Health Care Equipment & Supplies - 1.8%

Align Technology, Inc.

3,680

29,477

DENTSPLY International, Inc.

830

36,894

Guidant Corp. (a)

450

16,200

St. Jude Medical, Inc. (a)

20

1,200

Steris Corp. (a)

1,970

39,499

Stryker Corp.

20

1,097

124,367

Health Care Providers & Services - 2.1%

AdvancePCS (a)

690

43,884

Andrx Group (a)

800

60,696

Priority Healthcare Corp. Class B (a)

350

9,902

Quest Diagnostics, Inc. (a)

20

1,497

Unilab Corp.

100

2,545

Urocor, Inc. (a)

1,280

19,878

138,402

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - 4.2%

Allergan, Inc.

1,340

$ 114,570

Bone Care International, Inc. (a)

770

20,382

Forest Laboratories, Inc. (a)

1,000

71,000

ImClone Systems, Inc. (a)

660

33,660

IVAX Corp. (a)

1,162

45,318

284,930

TOTAL HEALTH CARE

949,518

INDUSTRIALS - 3.2%

Commercial Services & Supplies - 3.1%

Cendant Corp. (a)

1,960

38,220

Concord EFS, Inc. (a)

620

34,435

Ecolab, Inc.

800

32,776

Learning Tree International, Inc. (a)

1,350

30,956

ProsoftTraining.com (a)

6,800

8,364

Robert Half International, Inc. (a)

1,100

27,379

The BISYS Group, Inc. (a)

580

34,742

206,872

Road & Rail - 0.1%

Landstar System, Inc. (a)

100

6,810

TOTAL INDUSTRIALS

213,682

INFORMATION TECHNOLOGY - 33.4%

Communications Equipment - 7.5%

Avocent Corp. (a)

100

2,243

Brocade Communications System, Inc. (a)

930

40,334

Cabletron Systems, Inc. (a)

6,800

155,369

CIENA Corp. (a)

1,850

70,430

Comverse Technology, Inc. (a)

820

47,240

Emulex Corp. (a)

500

19,500

Finisar Corp. (a)

1,940

36,103

ONI Systems Corp.

250

6,725

QUALCOMM, Inc. (a)

460

26,197

SBA Communications Corp. Class A (a)

1,540

35,851

Sonus Networks, Inc. (a)

1,360

30,831

Tekelec (a)

130

3,457

Tellium, Inc.

1,600

27,232

501,512

Computers & Peripherals - 0.8%

Lexmark International, Inc. Class A (a)

800

53,800

Electronic Equipment & Instruments - 2.4%

Millipore Corp.

600

37,188

Orbotech Ltd.

990

35,690

PerkinElmer, Inc.

920

25,328

SCI Systems, Inc. (a)

500

12,750

Symbol Technologies, Inc.

1,020

22,644

Waters Corp. (a)

1,095

30,233

163,833

Shares

Value (Note 1)

Internet Software & Services - 3.7%

ActivCard SA sponsored ADR (a)

90

$ 805

Braun Consulting, Inc. (a)

400

3,200

Check Point Software
Technologies Ltd. (a)

700

35,469

Docent, Inc.

4,000

29,400

Homestore.com, Inc. (a)

1,480

51,326

InterCept Group, Inc. (a)

1,120

41,048

IntraNet Solutions, Inc. (a)

890

32,574

Netegrity, Inc. (a)

270

8,627

Openwave Systems, Inc.

1,320

42,874

webMethods, Inc. (a)

320

6,707

252,030

IT Consulting & Services - 1.0%

Affiliated Computer Services, Inc.
Class A (a)

420

30,202

SunGard Data Systems, Inc. (a)

1,160

34,812

65,014

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

100

4,919

Semiconductor Equipment & Products - 5.7%

ASML Holding NV (NY Shares) (a)

1,300

29,315

Axcelis Technologies, Inc.

2,000

29,940

FEI Co. (a)

200

7,826

Integrated Circuit Systems, Inc. (a)

600

11,460

Integrated Device Technology, Inc. (a)

800

24,064

Intersil Corp. Class A (a)

240

8,208

KLA-Tencor Corp. (a)

1,000

58,700

LAM Research Corp. (a)

300

9,015

Marvell Technology Group Ltd.

1,080

29,160

QLogic Corp. (a)

810

52,172

STMicroelectronics NV (NY Shares)

900

30,600

Teradyne, Inc. (a)

150

4,965

TTM Technologies, Inc.

1,600

12,960

Varian Semiconductor Equipment Associates, Inc. (a)

800

32,480

Virage Logic Corp.

2,700

39,663

380,528

Software - 12.2%

Advent Software, Inc. (a)

710

46,150

Amdocs Ltd. (a)

570

30,695

BEA Systems, Inc. (a)

1,880

62,454

BMC Software, Inc. (a)

1,000

22,540

Cadence Design Systems, Inc. (a)

200

3,726

Citrix Systems, Inc. (a)

1,700

58,905

Computer Associates International, Inc.

40

1,440

Compuware Corp. (a)

2,760

37,702

Dendrite International, Inc. (a)

1,540

17,402

E.piphany, Inc. (a)

600

6,090

Electronic Arts, Inc. (a)

500

28,745

Inet Technologies, Inc. (a)

140

1,163

Informatica Corp. (a)

1,700

29,257

Infovista SA sponsored ADR (a)

2,000

10,500

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Legato Systems, Inc. (a)

720

$ 11,441

Mercury Interactive Corp. (a)

480

29,573

Micromuse, Inc. (a)

1,450

40,600

Microsoft Corp. (a)

60

4,321

NetIQ Corp. (a)

300

9,330

Networks Associates, Inc. (a)

8,140

100,773

Numerical Technologies, Inc. (a)

830

16,484

NVIDIA Corp. (a)

400

36,828

PeopleSoft, Inc. (a)

700

33,810

Peregrine Systems, Inc. (a)

1,250

38,263

Phoenix Technologies Ltd. (a)

100

1,400

Precise Software Solutions Ltd.

1,250

38,200

Symantec Corp. (a)

520

22,391

Take-Two Interactive Software, Inc. (a)

500

9,295

TIBCO Software, Inc. (a)

2,200

30,382

Vastera, Inc.

400

5,640

VERITAS Software Corp. (a)

520

35,318

820,818

TOTAL INFORMATION TECHNOLOGY

2,242,454

MATERIALS - 0.4%

Containers & Packaging - 0.3%

Peak International Ltd. (a)

3,440

22,016

Metals & Mining - 0.1%

Newmont Mining Corp.

380

7,072

TOTAL MATERIALS

29,088

TELECOMMUNICATION SERVICES - 1.4%

Wireless Telecommunication Services - 1.4%

Metro One Telecommunications, Inc. (a)

1,460

94,725

UTILITIES - 0.6%

Electric Utilities - 0.2%

AES Corp. (a)

240

10,332

Multi-Utilities - 0.4%

Dynegy, Inc. Class A

320

14,880

Enron Corp.

270

13,230

28,110

TOTAL UTILITIES

38,442

TOTAL COMMON STOCKS

(Cost $4,279,837)

4,630,045

Convertible Preferred Stocks - 1.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 1.9%

Media - 1.9%

Entercom Communication Capital Trust $3.125 TIDES

200

$ 13,150

Pegasus Communications Corp. $6.50

900

38,700

Radio One, Inc. $65.00

60

77,100

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $120,650)

128,950

Convertible Bonds - 19.4%

Moody's Ratings (unaudited) (d)

Principal Amount

CONSUMER DISCRETIONARY - 0.8%

Media - 0.4%

Getty Images, Inc.
5% 3/15/07

B2

$ 35,000

27,344

Specialty Retail - 0.4%

Office Depot, Inc. liquid yield option note
0% 12/11/07

Ba1

40,000

28,250

TOTAL CONSUMER DISCRETIONARY

55,594

HEALTH CARE - 5.0%

Biotechnology - 5.0%

Alkermes, Inc.
3.75% 2/15/07

-

40,000

29,750

Aviron 5.25% 2/1/08

-

30,000

33,488

CuraGen Corp.:

6% 2/2/07 (c)

CCC

7,000

6,007

6% 2/2/07

CCC

121,000

103,833

CV Therapeutics, Inc.
4.75% 3/7/07

-

30,000

31,735

Human Genome Sciences, Inc. 3.75% 3/15/07

CCC

105,000

85,575

Sepracor, Inc.
5% 2/15/07

-

67,000

45,058

335,446

INFORMATION TECHNOLOGY - 12.0%

Communications Equipment - 4.2%

CIENA Corp.
3.75% 2/1/08

Ba3

7,000

5,176

CommScope, Inc.
4% 12/15/06

Baa3

40,000

34,519

Natural MicroSystems Corp. 5% 10/15/05

CCC+

3,000

1,596

ONI Systems Corp.
5% 10/15/05

CCC

197,000

149,474

Redback Networks, Inc.
5% 4/1/07

CCC

62,000

37,123

Spectrasite Holdings, Inc. 6.75% 11/15/10

B3

40,000

25,400

Terayon Communication Systems, Inc. 5% 8/1/07

CCC

80,000

31,850

285,138

Convertible Bonds - continued

Moody's Ratings (unaudited) (d)

Principal Amount

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 0.5%

Sanmina Corp.
0% 9/12/20

Ba3

$ 87,000

$ 31,211

Semiconductor Equipment & Products - 5.2%

Amkor Technology, Inc.
5% 3/15/07

B2

28,000

21,842

Atmel Corp.
0% 5/23/21 (c)

-

80,000

30,900

Cymer, Inc.
7.25% 8/6/04

-

23,000

22,339

General Semiconductor, Inc. 5.75% 12/15/06

B2

35,000

31,894

International Rectifier Corp. 4.25% 7/15/07

B2

30,000

23,250

Kulicke & Soffa Industries, Inc. 4.75% 12/15/06

B3

30,000

28,688

S3, Inc. 5.75% 10/1/03

-

40,000

26,000

Semtech Corp.
4.5% 2/1/07

CCC+

40,000

39,500

Vitesse Semiconductor Corp. 4% 3/15/05

B2

153,000

123,165

347,578

Software - 2.1%

Arbor Software Corp.
4.5% 3/15/05

-

40,000

32,300

Cyras Systems, Inc.
4.5% 8/15/05 (c)

-

67,000

76,045

Rational Software Corp.
5% 2/1/07

-

30,000

31,465

139,810

TOTAL INFORMATION TECHNOLOGY

803,737

TELECOMMUNICATION SERVICES - 1.6%

Wireless Telecommunication Services - 1.6%

Aether Systems, Inc.
6% 3/22/05

CCC

128,000

75,776

Nextel Communications, Inc. 5.25% 1/15/10

B1

50,000

30,500

106,276

TOTAL CONVERTIBLE BONDS

(Cost $1,288,467)

1,301,053

Cash Equivalents - 10.1%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 41,014

$ 41,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

639,180

639,180

TOTAL CASH EQUIVALENTS

(Cost $680,180)

680,180

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $6,369,134)

6,740,228

NET OTHER ASSETS - (0.3)%

(17,288)

NET ASSETS - 100%

$ 6,722,940

Security Type Abbreviations

TIDES

-

Term Income Deferred Equity Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $112,952 or 1.7% of net assets.

(d) S&P® credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.5%

BBB

0.0%

Ba

1.0%

BB

0.9%

B

4.6%

B

5.2%

Caa

0.0%

CCC

7.9%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 5.3%. FMR has determined that unrated debt securities that are lower quality account for 5.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $10,666,026 and $5,990,617, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $123 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $6,431,782. Net unrealized appreciation aggregated $308,446, of which $675,223 related to appreciated investment securities and $366,777 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $3,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Aggressive Growth Portfolio

Fidelity Variable Insurance Products: Aggressive Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $41,000) (cost $6,369,134) - See accompanying schedule

$ 6,740,228

Cash

418

Receivable for investments sold

117,053

Receivable for fund shares sold

880

Dividends receivable

714

Interest receivable

24,672

Receivable from investment adviser for expense reductions

781

Total assets

6,884,746

Liabilities

Payable for investments purchased

$ 133,836

Payable for fund shares redeemed

1,362

Distribution fees payable

955

Other payables and
accrued expenses

25,653

Total liabilities

161,806

Net Assets

$ 6,722,940

Net Assets consist of:

Paid in capital

$ 6,284,485

Undistributed net investment income

22,706

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

44,655

Net unrealized appreciation (depreciation) on investments

371,094

Net Assets

$ 6,722,940

Initial Class:
Net Asset Value, offering price
and redemption price per share
($957,369 ÷ 101,846 shares)

$9.40

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,506,087 ÷ 159,685 shares)

$9.43

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,259,484 ÷ 453,881 shares)

$9.38

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,323

Interest

43,639

Total income

49,962

Expenses

Management fee

$ 10,164

Transfer agent fees

1,282

Distribution fees

2,791

Accounting fees and expenses

30,002

Non-interested
trustees' compensation

4

Custodian fees and expenses

7,378

Audit

9,561

Legal

1,054

Reports to Shareholders

13

Miscellaneous

15

Total expenses before reductions

62,264

Expense reductions

(36,017)

26,247

Net investment income

23,715

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

47,633

Foreign currency transactions

60

47,693

Change in net unrealized appreciation (depreciation) on:

Investment securities

366,553

Assets and liabilities in
foreign currencies

(4)

366,549

Net gain (loss)

414,242

Net increase (decrease) in net assets resulting from operations

$ 437,957

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Aggressive Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

December 27, 2000 (commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 23,715

$ 432

Net realized gain (loss)

47,693

(3,038)

Change in net unrealized appreciation (depreciation)

366,549

4,545

Net increase (decrease) in net assets resulting from operations

437,957

1,939

Distributions to shareholders from net investment income

(1,441)

-

Share transactions - net increase (decrease)

5,284,455

1,000,030

Total increase (decrease) in net assets

5,720,971

1,001,969

Net Assets

Beginning of period

1,001,969

-

End of period (including undistributed net investment income of $22,706 and $432, respectively)

$ 6,722,940

$ 1,001,969

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

72,086

$ 606,228

30,001

$ 300,010

Reinvested

29

300

-

-

Redeemed

(270)

(2,501)

-

-

Net increase (decrease)

71,845

$ 604,027

30,001

$ 300,010

Service Class
Sold

321,053

$ 3,092,882

30,001

$ 300,010

Reinvested

66

684

-

-

Redeemed

(191,435)

(1,957,329)

-

-

Net increase (decrease)

129,684

$ 1,136,237

30,001

$ 300,010

Service Class 2
Sold

442,685

$ 3,775,486

40,001

$ 400,010

Reinvested

44

457

-

-

Redeemed

(28,849)

(231,752)

-

-

Net increase (decrease)

413,880

$ 3,544,191

40,001

$ 400,010

Distributions
From net investment income
Initial Class

$ 300

$ -

Service Class

684

-

Service Class 2

457

-

Total

$ 1,441

$ -

A Share transactions are for the period December 27, 2000 (commencement of operations) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Aggressive Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.68) E, I

.02

Total from investment operations

(.61)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.40

$ 10.02

Total Return B, C

(6.10)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 957

$ 301

Ratio of expenses to average net assets before expense reductions

3.66% A

146.41% A, H

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.44% A, G

1.50% A

Ratio of net investment income to average net assets

1.63% A, I

5.50% A

Portfolio turnover rate

382% A

26% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.07 I

.00

Net realized and unrealized gain (loss)

(.65) E, I

.02

Total from investment operations

(.58)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.43

$ 10.02

Total Return B, C

(5.80)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,506

$ 301

Ratio of expenses to average net assets before expense reductions

3.76% A

146.53% A, H

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.54% A, G

1.60% A

Ratio of net investment income to average net assets

1.53% A, I

5.37% A

Portfolio turnover rate

382% A

26% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 for Initial Class and $.05 for Service Class and decrease net realized and unrealized gain (loss) per share by $.05 for Initial Class and $.05 for Service Class. Without this change the Ratio of net investment income to average net assets would have been .51% for Initial Class and .41% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 F

Net asset value, beginning of period

$ 10.02

$ 10.00

Income from Investment Operations

Net investment income D

.06 I

.00

Net realized and unrealized gain (loss)

(.69) E, I

.02

Total from investment operations

(.63)

.02

Less Distributions

From net investment income

(.01)

-

Net asset value, end of period

$ 9.38

$ 10.02

Total Return B, C

(6.30)%

.20%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,259

$ 401

Ratio of expenses to average net assets before expense reductions

3.91% A

146.63% A, H

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.69% A, G

1.75% A

Ratio of net investment income to average net assets

1.38% A, I

5.24% A

Portfolio turnover rate

382% A

26% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E 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.

F For the period December 27, 2000 (commencement of operations) to December 31, 2000.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

I Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.05 and decrease net realized and unrealized gain (loss) per share by $.05 . Without this change the Ratio of net investment income to average net assets would have been .26%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Aggressive Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10 years

Fidelity VIP: Asset Manager -
Service Class 2

-6.99%

8.95%

10.13%

Fidelity Asset Manager Composite

-2.67%

10.92%

10.59%

S&P 500

-14.83%

14.48%

15.10%

LB Aggregate Bond

11.23%

7.48%

7.87%

LB 3 Month T-Bill

5.95%

5.48%

4.94%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

11.29%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix.** To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

** 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2 on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $26,250 - a 162.50% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $40,819 over the same period - a 308.19% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,328 - a 113.28% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $27,372 - a 173.72% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

2.6

Exxon Mobil Corp.

2.0

Citigroup, Inc.

1.8

Microsoft Corp.

1.7

Pfizer, Inc.

1.7

9.8

Top Five Bond Issuers as of June 30, 2001

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

8.2

U.S. Treasury Obligations

3.5

Government National Mortgage Association

2.0

Freddie Mac

1.0

Federal Home Loan Bank

1.0

15.7

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

57.6%

Bond Class

38.5%

Short-Term Class

3.9%



* Foreign investments 4.9%

Asset Allocation in the pie chart reflects the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager Portfolio

Q. How did the fund perform, Bart?

A. For the six months that ended June 30, 2001, the fund trailed both the Fidelity Asset Manager Composite Index, which returned -1.48%, and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -2.87%. Similarly, for the one-year period that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -2.67% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence performance during the six-month period?

A. I continued to emphasize equities, allocating just over 57% - compared to 50% in a neutral weighting - to stocks on average during the period. Taking a longer-term view with this fund, I felt that I needed to maintain some extra exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. Overweighting bonds at the expense of cash was a plus, as was making a sizable out-of-benchmark allocation within the subportfolio to high-yield securities, which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the benchmark.

Q. What factors influenced the fund's equity holdings?

A. The quantitative models followed by Steve Snider - who directed the fund's equity investments - emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. The industrials sector provided us with a handful of winners, including data processing firm First Data Corporation and hotel franchiser Cendant. Health care also chipped in with drug manufacturers IVAX and Alza, which was acquired by Johnson & Johnson in June. On the down side, we suffered from being underexposed to consumer discretionary stocks, the market's top-performing sector during the period. Most of the damage came from underweighting Time Warner and AOL in January, when both stocks surged prior to their merger. Finally, while having less exposure to the lagging technology sector than the index helped, several key holdings - most notably Comverse Technology and Adobe - significantly dampened returns. We trailed our Lipper peers, because they tended to be even more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. In the high-yield portion of the fund, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of June 30, 2001, more than $3.8 billion

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 51.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

942

$ 3,533

Automobiles - 0.5%

Ford Motor Co.

650,000

15,957,500

Harley-Davidson, Inc.

100,000

4,708,000

20,665,500

Hotels, Restaurants & Leisure - 0.7%

Carnival Corp.

200,000

6,140,000

Darden Restaurants, Inc.

151,600

4,229,640

International Game Technology (a)

150,000

9,412,500

MGM Mirage, Inc. (a)

100,000

2,996,000

Starbucks Corp. (a)

200,000

4,402,000

27,180,140

Household Durables - 0.3%

Pulte Homes, Inc.

80,000

3,410,400

Toll Brothers, Inc. (a)

75,000

2,948,250

Whirlpool Corp.

75,000

4,687,500

11,046,150

Leisure Equipment & Products - 0.1%

Mattel, Inc.

200,000

3,784,000

Media - 0.5%

McGraw-Hill Companies, Inc.

56,000

3,704,400

NTL, Inc. warrants 10/14/08 (a)

3,742

22,452

Walt Disney Co.

459,600

13,277,844

17,004,696

Multiline Retail - 1.9%

BJ's Wholesale Club, Inc. (a)

90,000

4,793,400

Federated Department Stores, Inc. (a)

225,000

9,562,500

Kohls Corp. (a)

125,000

7,841,250

Sears, Roebuck & Co.

334,600

14,156,926

The May Department Stores Co.

400,000

13,704,000

Wal-Mart Stores, Inc.

466,600

22,770,080

72,828,156

Specialty Retail - 0.9%

Home Depot, Inc.

324,300

15,096,165

Talbots, Inc.

155,000

6,781,250

Tiffany & Co., Inc.

155,800

5,643,076

Venator Group, Inc. (a)

500,000

7,650,000

35,170,491

Textiles & Apparel - 0.4%

Arena Brands Holdings Corp. Class B

8,445

211,125

Liz Claiborne, Inc.

180,000

9,081,000

Reebok International Ltd. (a)

200,000

6,390,000

15,682,125

TOTAL CONSUMER DISCRETIONARY

203,364,791

CONSUMER STAPLES - 4.1%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

898,400

37,014,080

Shares

Value (Note 1)

Pepsi Bottling Group, Inc.

389,800

$ 15,630,980

PepsiCo, Inc.

450,000

19,890,000

The Coca-Cola Co.

425,000

19,125,000

91,660,060

Food & Drug Retailing - 0.4%

Safeway, Inc. (a)

150,000

7,200,000

Sysco Corp.

280,000

7,602,000

14,802,000

Food Products - 0.4%

Quaker Oats Co.

184,000

16,790,000

Household Products - 0.6%

Colgate-Palmolive Co.

270,000

15,927,300

Kimberly-Clark Corp.

130,000

7,267,000

23,194,300

Tobacco - 0.3%

Philip Morris Companies, Inc.

160,000

8,120,000

RJ Reynolds Tobacco Holdings, Inc.

50,000

2,730,000

10,850,000

TOTAL CONSUMER STAPLES

157,296,360

ENERGY - 4.0%

Energy Equipment & Services - 0.4%

BJ Services Co. (a)

346,000

9,819,480

Helmerich & Payne, Inc.

80,000

2,465,600

Nabors Industries, Inc. (a)

100,000

3,720,000

16,005,080

Oil & Gas - 3.6%

Amerada Hess Corp.

55,000

4,444,000

Apache Corp.

151,900

7,708,925

Chevron Corp.

188,200

17,032,100

EOG Resources, Inc.

130,000

4,621,500

Exxon Mobil Corp.

869,875

75,983,581

Royal Dutch Petroleum Co. (NY Shares)

450,000

26,221,500

Valero Energy Corp.

80,000

2,942,400

138,954,006

TOTAL ENERGY

154,959,086

FINANCIALS - 10.6%

Banks - 1.8%

Bank of America Corp.

270,000

16,208,100

Bank of New York Co., Inc.

130,000

6,240,000

Golden West Financial Corp.

428,700

27,539,688

PNC Financial Services Group, Inc.

130,000

8,552,700

Washington Mutual, Inc.

300,000

11,265,000

69,805,488

Diversified Financials - 6.6%

American Express Co.

292,500

11,349,000

Citigroup, Inc.

1,301,066

68,748,327

Countrywide Credit Industries, Inc.

105,000

4,817,400

Fannie Mae

450,000

38,317,500

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Freddie Mac

125,000

$ 8,750,000

Goldman Sachs Group, Inc.

50,000

4,290,000

J.P. Morgan Chase & Co.

530,750

23,671,450

Lehman Brothers Holdings, Inc.

303,200

23,573,800

MBNA Corp.

200,000

6,590,000

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

346,800

22,274,964

Providian Financial Corp.

171,900

10,176,480

USA Education, Inc.

100,000

7,300,000

251,165,221

Insurance - 2.2%

AFLAC, Inc.

360,000

11,336,400

Allstate Corp.

185,000

8,138,150

American International Group, Inc.

350,000

30,100,000

Everest Re Group Ltd.

50,000

3,740,000

Marsh & McLennan Companies, Inc.

173,600

17,533,600

MGIC Investment Corp.

95,800

6,958,912

Old Republic International Corp.

75,000

2,175,000

PMI Group, Inc.

65,000

4,722,900

84,704,962

TOTAL FINANCIALS

405,675,671

HEALTH CARE - 8.4%

Biotechnology - 0.4%

Amgen, Inc. (a)

260,700

16,176,435

Health Care Equipment & Supplies - 0.3%

Baxter International, Inc.

150,000

7,350,000

Stryker Corp.

75,000

4,113,750

11,463,750

Health Care Providers & Services - 2.4%

Cardinal Health, Inc.

37,500

2,587,500

CIGNA Corp.

260,600

24,970,692

HCA - The Healthcare Co.

370,000

16,720,300

Oxford Health Plans, Inc. (a)

215,000

6,149,000

Tenet Healthcare Corp. (a)

80,000

4,127,200

UnitedHealth Group, Inc.

433,600

26,774,800

Universal Health Services, Inc. Class B (a)

70,000

3,185,000

Wellpoint Health Networks, Inc. (a)

70,000

6,596,800

91,111,292

Pharmaceuticals - 5.3%

Allergan, Inc.

85,000

7,267,500

Bristol-Myers Squibb Co.

380,000

19,874,000

Eli Lilly & Co.

200,000

14,800,000

Forest Laboratories, Inc. (a)

160,000

11,360,000

IVAX Corp. (a)

300,000

11,700,000

Johnson & Johnson

759,200

37,960,000

Merck & Co., Inc.

406,000

25,947,460

Shares

Value (Note 1)

Pfizer, Inc.

1,577,200

$ 63,166,860

Pharmacia Corp.

200,000

9,190,000

201,265,820

TOTAL HEALTH CARE

320,017,297

INDUSTRIALS - 6.4%

Aerospace & Defense - 2.0%

Boeing Co.

309,600

17,213,760

General Dynamics Corp.

250,000

19,452,500

Lockheed Martin Corp.

300,000

11,115,000

United Technologies Corp.

362,406

26,549,864

74,331,124

Commercial Services & Supplies - 1.0%

Cendant Corp. (a)

500,000

9,750,000

First Data Corp.

302,900

19,461,325

Waste Management, Inc.

275,000

8,475,500

37,686,825

Industrial Conglomerates - 3.4%

General Electric Co.

2,048,100

99,844,875

Minnesota Mining & Manufacturing Co.

100,200

11,432,820

Tyco International Ltd.

360,000

19,620,000

130,897,695

TOTAL INDUSTRIALS

242,915,644

INFORMATION TECHNOLOGY - 9.1%

Communications Equipment - 1.9%

ADC Telecommunications, Inc. (a)

866,000

5,958,080

Cisco Systems, Inc. (a)

1,174,000

22,740,380

Comverse Technology, Inc. (a)

312,400

17,997,364

Corning, Inc.

360,000

6,015,600

McDATA Corp. Class A (a)

14,222

283,729

Motorola, Inc.

571,051

9,456,605

Nortel Networks Corp.

590,000

5,363,100

Scientific-Atlanta, Inc.

80,000

3,248,000

71,062,858

Computers & Peripherals - 1.8%

EMC Corp. (a)

386,400

11,224,920

Hewlett-Packard Co.

340,000

9,724,000

International Business Machines Corp.

319,400

36,092,200

Sun Microsystems, Inc. (a)

812,200

13,157,640

70,198,760

Electronic Equipment & Instruments - 0.2%

Thermo Electron Corp. (a)

240,000

5,284,800

Waters Corp. (a)

100,000

2,761,000

8,045,800

IT Consulting & Services - 0.2%

Electronic Data Systems Corp.

130,000

8,125,000

Semiconductor Equipment & Products - 2.0%

Advanced Micro Devices, Inc. (a)

400,000

11,552,000

Integrated Device Technology, Inc. (a)

100,000

3,008,000

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Intel Corp.

1,203,200

$ 36,685,568

KLA-Tencor Corp. (a)

80,000

4,696,000

LAM Research Corp. (a)

75,300

2,262,765

Texas Instruments, Inc.

580,800

18,295,200

76,499,533

Software - 3.0%

Adobe Systems, Inc.

530,800

24,921,060

BEA Systems, Inc. (a)

75,000

2,491,500

Microsoft Corp. (a)

897,700

64,643,377

Oracle Corp. (a)

1,010,800

19,872,328

Sybase, Inc. (a)

200,000

3,290,000

115,218,265

TOTAL INFORMATION TECHNOLOGY

349,150,216

MATERIALS - 0.2%

Chemicals - 0.2%

Sigma Aldrich Corp.

150,000

6,075,000

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 1.2%

BellSouth Corp.

502,300

20,227,621

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

8,150

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

5,220

Qwest Communications International, Inc.

558,495

17,799,236

Verizon Communications

175,000

9,362,500

47,402,727

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(g)

2,845

56,900

TOTAL TELECOMMUNICATION SERVICES

47,459,627

UTILITIES - 2.6%

Electric Utilities - 1.6%

Calpine Corp. (a)

70,000

2,646,000

CMS Energy Corp.

230,000

6,405,500

Duke Energy Corp.

80,000

3,120,800

Entergy Corp.

150,000

5,758,500

FPL Group, Inc.

250,000

15,052,500

Pinnacle West Capital Corp.

112,500

5,332,500

PPL Corp.

128,500

7,067,500

Public Service Enterprise Group, Inc.

170,100

8,317,890

Reliant Energy, Inc.

190,000

6,119,900

59,821,090

Gas Utilities - 0.1%

El Paso Corp.

100,000

5,254,000

Shares

Value (Note 1)

Multi-Utilities - 0.9%

Dynegy, Inc. Class A

180,000

$ 8,370,000

Energy East Corp.

408,100

8,533,371

Enron Corp.

319,800

15,670,200

32,573,571

TOTAL UTILITIES

97,648,661

TOTAL COMMON STOCKS

(Cost $1,841,552,161)

1,984,562,353

Preferred Stocks - 1.0%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (g)

132,243

2,645

Nonconvertible Preferred Stocks - 1.0%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

97,879

10,424,114

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

367

337,640

PRIMEDIA, Inc. Series D, $10.00

13,685

1,067,430

11,829,184

FINANCIALS - 0.1%

Insurance - 0.1%

American Annuity Group Capital Trust II $88.75

1,490

1,482,130

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Crown Castle International Corp. $127.50 pay-in-kind

5,113

4,218,225

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.2%

Broadwing Communications, Inc. Series B, $125.00 pay-in-kind

8,239

8,156,610

Wireless Telecommunication Services - 0.3%

Dobson Communications Corp.:

$122.50 pay-in-kind

960

777,600

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Dobson Communications Corp.: - continued

$130.00 pay-in-kind

729

$ 641,520

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

16,371

9,331,470

10,750,590

TOTAL TELECOMMUNICATION SERVICES

18,907,200

TOTAL NONCONVERTIBLE PREFERRED STOCKS

36,436,739

TOTAL PREFERRED STOCKS

(Cost $43,850,301)

36,439,384

Corporate Bonds - 18.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 4,940,000

4,754,750

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.3%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

300,000

305,250

Tenet Healthcare Corp.
6% 12/1/05

B1

4,710,000

4,512,769

Total Renal Care Holdings:

7% 5/15/09 (g)

B3

2,940,000

2,785,650

7% 5/15/09

B2

3,970,000

3,761,575

11,365,244

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

6,410,000

2,299,588

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

1,745,000

1,223,681

TOTAL INFORMATION TECHNOLOGY

3,523,269

TOTAL CONVERTIBLE BONDS

19,643,263

Nonconvertible Bonds - 17.6%

CONSUMER DISCRETIONARY - 4.9%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

1,170,000

1,185,982

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

$ 430,000

$ 262,300

TRW, Inc. 8.75% 5/15/06

Baa2

1,910,000

2,041,809

3,490,091

Hotels, Restaurants & Leisure - 1.3%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

4,010,000

4,090,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

5,195,000

5,031,695

HMH Properties, Inc. 7.875% 8/1/08

Ba2

5,860,000

5,508,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,585,000

5,612,925

ITT Corp.
7.375% 11/15/15

Ba1

1,320,000

1,204,500

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

512,050

10.25% 8/1/07

Ba3

2,020,000

2,110,900

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

415,000

432,928

9.75% 6/1/07

Ba2

3,655,000

3,901,713

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

8,111,338

9.75% 6/15/07

B3

1,760,000

1,782,000

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

2,300,000

2,192,958

Station Casinos, Inc.:

8.375% 2/15/08 (g)

Ba3

1,500,000

1,507,500

8.375% 2/15/08

Ba3

2,370,000

2,381,850

Sun International Hotels Ltd./Sun International North America, Inc. yankee
8.625% 12/15/07

B1

1,630,000

1,636,113

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

1,790,000

1,825,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

3,603,000

3,855,210

51,698,080

Household Durables - 0.2%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

2,480,000

2,467,600

8.875% 4/1/08

Ba3

325,000

326,625

Ryland Group, Inc.
9.125% 6/15/11

B1

1,340,000

1,326,600

Sealy Mattress Co.
9.875% 12/15/07

B2

2,895,000

2,837,100

6,957,925

Media - 2.9%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

1,845,000

1,808,100

10.875% 10/1/10

B2

1,515,000

1,530,150

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

$ 1,355,000

$ 1,205,950

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

1,523,800

1,662,847

British Sky Broadcasting Group PLC yankee
8.2% 7/15/09

Ba1

3,740,000

3,697,962

Callahan Nordrhein Westfalen
0% 7/15/10 (e)(g)

B3

720,000

252,000

Century Communications Corp. 0% 1/15/08

B2

170,000

80,750

Chancellor Media Corp.
8% 11/1/08

Ba1

1,290,000

1,333,538

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

565,000

378,550

0% 4/1/11 (e)

B2

8,375,000

5,653,125

0% 5/15/11 (e)(g)

B2

2,950,000

1,681,500

10% 4/1/09

B2

3,300,000

3,341,250

10% 5/15/11 (g)

B2

1,640,000

1,656,400

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

1,625,000

1,397,500

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

3,177,381

Continental Cablevision, Inc. 8.3% 5/15/06

A3

5,975,000

6,433,223

CSC Holdings, Inc.:

7.625% 4/1/11 (g)

Ba1

2,290,000

2,192,675

9.25% 11/1/05

Ba3

280,000

287,000

9.875% 5/15/06

Ba3

724,000

756,580

9.875% 4/1/23

B1

1,370,000

1,465,900

10.5% 5/15/16

Ba3

1,130,000

1,254,300

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

3,230,000

1,808,800

11.75% 12/15/05

B2

3,000,000

2,010,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

4,485,000

4,417,725

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,615,275

9.25% 11/1/07

B1

1,020,000

1,040,400

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

345,000

326,025

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (e)

B2

$ 2,275,000

$ 2,326,188

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp.
0% 9/15/07 (e)

Caa1

620,000

635,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

1,910,000

1,910,000

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,200,000

2,799,552

International Cabletel, Inc. 11.5% 2/1/06

B2

1,270,000

857,250

K-III Communications Corp. 8.5% 2/1/06

Ba3

465,000

439,425

Lamar Media Corp.:

9.25% 8/15/07

B1

2,275,000

2,348,938

9.625% 12/1/06

B1

2,805,000

2,959,275

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

4,042,860

8% 10/17/16

Baa3

2,450,000

2,471,266

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

2,010,000

2,010,000

NTL, Inc. 0% 4/1/08 (e)

B3

5,370,000

2,470,200

Paramount Communications, Inc. 7.5% 1/15/02

A3

1,785,000

1,812,096

Pegasus Communications Corp. 9.625% 10/15/05

B3

2,170,000

1,931,300

Pegasus Satellite
Communication, Inc.:

0% 3/1/07 (e)

Caa1

5,740,000

3,329,200

12.375% 8/1/06

B3

875,000

800,625

Quebecor Media, Inc. 11.125% 7/15/11 (g)

B2

4,160,000

4,149,600

Radio One, Inc.
8.875% 7/1/11 (g)

B3

5,840,000

5,840,000

TCI Communications, Inc. 9.8% 2/1/12

A3

4,550,000

5,415,137

Telemundo Holdings, Inc.
0% 8/15/08 (e)

B3

7,848,000

6,042,960

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

1,550,000

1,661,259

111,717,537

Multiline Retail - 0.3%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

3,015,720

8.5% 6/15/03

Baa1

2,580,000

2,719,062

JCPenney Co., Inc.:

6% 5/1/06

Ba2

445,000

369,350

6.125% 11/15/03

Ba2

130,000

123,500

6.9% 8/15/26

Ba2

1,105,000

1,060,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

JCPenney Co., Inc.: - continued

7.375% 6/15/04

Ba2

$ 420,000

$ 401,100

7.375% 8/15/08

Ba2

135,000

120,150

7.4% 4/1/37

Ba2

455,000

418,600

7.6% 4/1/07

Ba2

135,000

124,875

7.95% 4/1/17

Ba2

205,000

166,050

Kmart Corp.
9.375% 2/1/06

Baa3

3,730,000

3,636,750

12,155,957

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

3,110,000

3,208,836

TOTAL CONSUMER DISCRETIONARY

189,228,426

CONSUMER STAPLES - 0.8%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

4,390,000

4,332,579

Rite Aid Corp.:

6.125% 12/15/08 (g)

Caa2

1,350,000

1,026,000

6.5% 10/1/03 (g)(i)

Caa2

320,000

304,000

6.875% 8/15/13

Caa2

855,000

632,700

7.625% 4/15/05

Caa2

1,845,000

1,605,150

11.25% 7/1/08 (g)

Caa2

2,660,000

2,679,950

10,580,379

Food Products - 0.3%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

3,200,000

3,259,488

Del Monte Corp.
9.25% 5/15/11 (g)

B3

1,685,000

1,701,850

Kellogg Co.
6.6% 4/1/11 (g)

Baa2

1,490,000

1,443,438

Nabisco, Inc.
6.85% 6/15/05

A2

3,930,000

4,017,325

10,422,101

Personal Products - 0.0%

Playtex Products, Inc. 9.375% 6/1/11 (g)

B2

1,105,000

1,121,575

Tobacco - 0.2%

Philip Morris Companies, Inc. 7% 7/15/05

A2

3,955,000

4,059,293

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

3,500,000

3,550,610

7,609,903

TOTAL CONSUMER STAPLES

29,733,958

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

ENERGY - 0.5%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (g)

B1

$ 310,000

$ 297,600

Oil & Gas - 0.5%

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

890,000

872,200

8.125% 4/1/11 (g)

B2

2,460,000

2,300,100

8.5% 3/15/12

B2

2,600,000

2,548,000

Nuevo Energy Co.
9.375% 10/1/10

B1

1,980,000

1,960,200

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,206,956

8.375% 7/15/04

Baa1

2,335,000

2,480,961

Petro-Canada yankee
7% 11/15/28

A3

1,290,000

1,235,768

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

1,880,000

2,146,622

Plains Resources, Inc. 10.25% 3/15/06

B2

1,915,000

1,972,450

18,723,257

TOTAL ENERGY

19,020,857

FINANCIALS - 4.7%

Banks - 1.4%

Bank of America Corp. 7.8% 2/15/10

Aa3

1,120,000

1,189,798

Bank One Corp.
7.875% 8/1/10

A1

7,050,000

7,556,825

BankBoston Corp.
6.625% 2/1/04

A3

1,700,000

1,736,431

Capital One Bank:

6.375% 2/15/03

Baa2

2,870,000

2,875,970

6.48% 6/28/02

Baa2

1,740,000

1,742,714

6.65% 3/15/04

Baa3

2,320,000

2,307,542

Commonwealth Bank of Australia yankee
8.5% 6/1/10

Aa3

1,700,000

1,897,863

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

8,340,000

8,615,220

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,730,000

1,811,864

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,850,970

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

500,000

516,195

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,235,638

7.125% 4/22/04

Baa2

2,015,000

2,073,354

7.375% 9/17/04

Baa2

615,000

638,868

Long Island Savings Bank FSB 7% 6/13/02

Baa3

3,400,000

3,447,328

PNC Funding Corp.
6.875% 3/1/03

A3

2,020,000

2,075,146

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

$ 3,230,000

$ 3,385,040

9.118% 3/31/49

A1

2,655,000

2,934,572

Union Planters Corp.
7.75% 3/1/11

Baa2

3,160,000

3,263,648

55,154,986

Diversified Financials - 2.5%

Abbey National
Capital Trust I
8.963% 12/29/49 (f)

Aa3

515,000

566,552

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

4,314,898

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,222,660

6.6% 5/15/05

A2

4,410,000

4,402,856

Associates Corp. of North America 5.8% 4/20/04

Aa3

4,880,000

4,923,871

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

2,130,000

2,170,449

CanWest Media, Inc. 10.625% 5/15/11 (g)

B2

620,000

627,750

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,537,210

Cellco Finance NV yankee:

12.75% 8/1/05

B3

2,345,000

1,876,000

15% 8/1/05

Caa1

620,000

520,800

CIT Group, Inc.
5.5% 2/15/04

A2

680,000

671,928

Citigroup, Inc.
7.25% 10/1/10

Aa3

7,335,000

7,614,097

ComEd Financing II
8.5% 1/15/27

Baa3

2,800,000

2,731,960

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

3,950,000

4,040,297

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

590,000

262,550

7% 12/15/06

Caa3

290,000

113,100

Crown Cork & Seal Finance SA yankee
6.75% 12/15/03

Caa3

1,080,000

486,000

Details Capital Corp.
0% 11/15/07 (e)

B3

505,000

484,800

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

755,000

762,550

Ford Motor Credit Co.:

7.375% 2/1/11

A2

1,150,000

1,166,825

7.5% 3/15/05

A2

3,850,000

4,000,304

7.875% 6/15/10

A2

1,690,000

1,772,235

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

General Motors Acceptance Corp. 6.75% 1/15/06

A2

$ 1,290,000

$ 1,315,542

Household Finance Corp. 6.5% 1/24/06

A2

3,100,000

3,151,553

HSBC Capital Funding LP:

9.547% 12/31/49 (f)(g)

A1

1,600,000

1,802,048

10.176% 12/31/49 (f)(g)

A1

2,600,000

3,201,796

IOS Capital, Inc.
9.75% 6/15/04

Baa2

1,690,000

1,681,550

Mediacom Broadband LLC/Mediacm Broadband Corp. 11% 7/15/13 (g)

B2

1,520,000

1,550,400

Newcourt Credit Group, Inc. yankee
6.875% 2/16/05

A2

1,315,000

1,343,443

NiSource Finance Corp. 7.875% 11/15/10

Baa2

4,065,000

4,278,778

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

5,950,000

5,057,500

PTC International Finance II SA yankee
11.25% 12/1/09

B2

870,000

904,800

Salomon Smith Barney Holdings, Inc.
5.875% 3/15/06

Aa3

4,580,000

4,542,673

SESI LLC 8.875% 5/15/11 (g)

B1

2,550,000

2,524,500

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

1,080,000

991,375

6.875% 11/15/28

Baa1

1,980,000

1,663,952

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,510,000

2,524,658

6.75% 5/15/09

Baa1

3,925,000

3,718,898

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

3,100,000

3,354,448

93,877,606

Real Estate - 0.8%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,576,660

7.125% 3/15/04

Baa2

4,200,000

4,202,058

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,988,763

EOP Operating LP:

6.375% 2/15/03

Baa1

3,600,000

3,657,564

6.75% 2/15/08

Baa1

1,590,000

1,565,053

7.75% 11/15/07

Baa1

3,220,000

3,401,028

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,510,425

7.1% 6/23/04

A3

3,980,000

4,107,917

LNR Property Corp.
10.5% 1/15/09

B1

2,425,000

2,425,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Meditrust Corp.
7.82% 9/10/26

Ba3

$ 2,215,000

$ 2,126,400

WCI Communities, Inc. 10.625% 2/15/11 (g)

B1

2,110,000

2,199,675

29,760,543

TOTAL FINANCIALS

178,793,135

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

655,000

618,975

Health Care Providers & Services - 0.3%

DaVita, Inc.
9.25% 4/15/11 (g)

B2

725,000

743,125

Fountain View, Inc.
11.25% 4/15/08 (d)

Caa1

2,330,000

1,118,400

Medpartners, Inc.
7.375% 10/1/06

Ba3

1,020,000

999,600

Stewart Enterprises, Inc. 10.75% 7/1/08 (g)

B2

1,960,000

2,018,800

Tenet Healthcare Corp.:

8.125% 12/1/08

Ba3

465,000

476,625

8.625% 12/1/03

Ba1

815,000

843,525

Triad Hospitals, Inc.
8.75% 5/1/09 (g)

B1

2,325,000

2,377,313

Unilab Corp.
12.75% 10/1/09

B3

725,000

841,000

9,418,388

TOTAL HEALTH CARE

10,037,363

INDUSTRIALS - 1.3%

Aerospace & Defense - 0.1%

Alliant Techsystems, Inc. 8.5% 5/15/11 (g)

B2

3,465,000

3,499,650

Airlines - 0.1%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

1,110,000

1,125,011

7.73% 9/15/12

Baa1

391,300

389,059

Delta Air Lines, Inc. pass thru trust certificate
7.57% 11/18/10

Aa2

895,000

941,459

2,455,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

$ 375,000

$ 373,125

7.625% 1/1/06

Ba3

2,900,000

2,856,500

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

1,055,000

1,033,900

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

1,098,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

325,000

324,188

8.625% 4/1/13

B2

1,320,000

1,320,000

Pierce Leahy Command Co. yankee 8.125% 5/15/08

B2

510,000

507,450

Pierce Leahy Corp.
9.125% 7/15/07

B2

705,000

729,675

8,242,838

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

2,140,000

2,268,400

Numatics, Inc.
9.625% 4/1/08

Caa2

170,000

107,100

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

3,790,000

3,758,316

6,133,816

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (g)

Ba2

2,990,000

3,034,850

Road & Rail - 0.7%

Canadian National Railway Co. yankee
6.9% 7/15/28

Baa2

3,390,000

3,149,141

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,309,348

6.46% 6/22/05

Baa2

5,120,000

5,181,440

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

6,610,000

6,760,840

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

5,450,000

4,632,500

10.25% 6/15/07

B1

3,765,000

3,652,050

25,685,319

TOTAL INDUSTRIALS

49,052,002

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Corning, Inc.
6.85% 3/1/29

A2

2,350,000

1,873,373

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

5,970,000

2,388,000

4,261,373

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 3,700,000

$ 3,760,606

IT Consulting & Services - 0.1%

Comdisco, Inc.
6.375% 11/30/01

Caa1

3,995,000

3,036,200

Semiconductor Equipment & Products - 0.0%

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

3,000,000

2,580,000

TOTAL INFORMATION TECHNOLOGY

13,638,179

MATERIALS - 0.7%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

3,955,000

3,935,225

Huntsman Corp.
9.5% 7/1/07 (g)

Caa1

4,485,000

2,780,700

IMC Global, Inc.
7.4% 11/1/02

Ba2

470,000

445,325

7,161,250

Containers & Packaging - 0.2%

Applied Extrusion Technologies, Inc.
10.75% 7/1/11 (g)

B2

410,000

412,050

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

265,000

127,200

7.125% 9/1/02

Caa3

1,630,000

937,250

7.375% 12/15/26

Caa3

555,000

205,350

8% 4/15/23

Caa3

120,000

44,400

8.375% 1/15/05

Caa3

775,000

310,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,445,000

1,540,350

9.75% 6/15/07

Caa1

3,675,000

2,315,250

Packaging Corp. of America 9.625% 4/1/09

B1

2,185,000

2,316,100

8,207,950

Metals & Mining - 0.2%

Century Aluminum Co. 11.75% 4/15/08 (g)

Ba3

160,000

168,000

P&L Coal Holdings Corp.:

8.875% 5/15/08

Ba3

170,000

177,225

9.625% 5/15/08

B2

1,552,000

1,629,600

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

5,060,000

4,991,690

6,966,515

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 3,320,000

$ 3,220,400

Riverwood International Corp.
10.625% 8/1/07 (g)

B3

1,700,000

1,742,500

4,962,900

TOTAL MATERIALS

27,298,615

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 1.6%

AT&T Corp. 6.5% 3/15/29

A2

3,685,000

3,137,483

British Telecommunications PLC 7.875% 12/15/05

Baa1

2,920,000

3,075,148

Cable & Wireless Optus Finance Property Ltd.
8% 6/22/10 (g)

Baa1

3,020,000

3,239,916

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

2,900,000

2,957,710

9.25% 5/15/11

Baa2

3,785,000

3,920,692

Deutsche Telekom International Finance BV 8.25% 6/15/30

A3

2,580,000

2,617,539

France Telecom SA:

7.2% 3/1/06 (g)

A3

1,590,000

1,637,716

8.5% 3/1/31 (g)

A3

1,610,000

1,683,722

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

2,430,000

2,144,475

0% 3/1/09 (e)

B3

1,410,000

1,029,300

8.5% 1/15/08

B2

640,000

624,000

8.6% 6/1/08

B2

90,000

87,750

8.875% 11/1/07

B2

50,000

48,750

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

3,410,000

3,379,685

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

7,505,000

2,101,400

Nextel International, Inc. 12.75% 8/1/10

Caa1

895,000

277,450

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa1

5,540,000

5,450,584

Telefonica Europe BV
8.25% 9/15/30

A2

2,760,000

2,895,737

Telefonos de Mexico SA de CV 8.25% 1/26/06 (g)

Baa3

2,720,000

2,801,600

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

340,000

331,911

TELUS Corp. yankee
8% 6/1/11

Baa2

3,525,000

3,584,573

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Tritel PCS, Inc.
0% 5/15/09 (e)

B3

$ 6,155,000

$ 3,754,550

0% 5/1/08 (e)

B3

9,805,000

7,745,950

58,527,641

Wireless Telecommunication Services - 1.4%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (g)

Baa2

560,000

561,400

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,235,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

9,795,000

9,746,025

Horizon PCS, Inc.
0% 10/1/10 (e)

Caa1

2,845,000

1,081,100

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

4,570,000

3,975,900

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

10,764,600

0% 2/15/08 (e)

B1

840,000

546,000

Orange PLC yankee
9% 6/1/09

A3

3,455,000

3,593,200

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

2,966,700

10.625% 7/15/10

B3

715,000

664,950

VoiceStream
Wireless Corp.:

0% 11/15/09 (e)

Baa1

13,420,000

11,004,400

10.375% 11/15/09

Baa1

7,440,000

8,481,600

54,620,875

TOTAL TELECOMMUNICATION SERVICES

113,148,516

UTILITIES - 1.1%

Electric Utilities - 0.9%

AES Corp.:

9.375% 9/15/10

Ba1

4,480,000

4,480,000

9.5% 6/1/09

Ba1

1,165,000

1,185,388

Avon Energy
Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,627,241

6.73% 12/11/02 (g)

Baa2

4,910,000

4,934,697

CMS Energy Corp.:

7.5% 1/15/09

Ba3

985,000

920,975

8.375% 7/1/03

Ba3

1,755,000

1,737,450

9.875% 10/15/07

Ba3

1,655,000

1,721,200

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Hydro-Quebec yankee 8.4% 3/28/25

A2

$ 2,620,000

$ 3,061,905

Illinois Power Co.
7.5% 6/15/09

Baa1

1,880,000

1,907,993

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,496,130

7.875% 12/15/26 (g)

A3

1,960,000

1,774,937

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

675,000

533,250

7.05% 3/1/24

B3

340,000

272,000

7.875% 3/1/02

B3

790,000

718,900

PSI Energy, Inc.
6.65% 6/15/06 (g)

A3

2,055,000

2,034,462

Texas Utilities Co.
6.375% 1/1/08

Baa3

390,000

376,159

32,782,687

Gas Utilities - 0.1%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

885,000

873,672

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

2,550,000

2,663,144

Sempra Energy
7.95% 3/1/10

A2

1,210,000

1,198,735

4,735,551

Multi-Utilities - 0.1%

PG&E National Energy Group, Inc.
10.375% 5/16/11 (g)

Baa2

3,370,000

3,370,000

TOTAL UTILITIES

40,888,238

TOTAL NONCONVERTIBLE BONDS

670,839,289

TOTAL CORPORATE BONDS

(Cost $703,971,959)

690,482,552

U.S. Government and Government Agency Obligations - 6.1%

U.S. Government Agency Obligations - 2.3%

Fannie Mae:

5.25% 6/15/06

Aaa

4,720,000

4,652,126

5.5% 5/2/06

AA-

4,185,000

4,143,150

6.25% 2/1/11

Aa2

2,115,000

2,088,224

7.25% 1/15/10

Aaa

6,200,000

6,662,086

7.25% 5/15/30

Aaa

4,280,000

4,636,357

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,232,180

Federal Home Loan Bank:

5% 2/28/03

Aaa

15,740,000

15,872,846

6.375% 11/15/02

Aaa

21,050,000

21,628,875

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.875% 3/21/11

Aa2

$ 9,265,000

$ 8,890,045

6% 6/15/11

Aaa

7,465,000

7,357,504

6.875% 1/15/05

Aaa

3,255,000

3,421,819

6.875% 9/15/10

Aaa

3,900,000

4,093,167

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

2,825,000

2,848,843

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

88,527,222

U.S. Treasury Obligations - 3.8%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.99% 7/12/01 to 8/16/01 (h)

-

11,000,000

10,986,528

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

20,565,000

21,168,994

6.125% 8/15/29

Aaa

2,455,000

2,542,840

6.25% 5/15/30

Aaa

3,730,000

3,950,853

7.625% 2/15/25

Aaa

1,290,000

1,570,575

8.125% 8/15/19

Aaa

32,210,000

40,106,282

8.875% 8/15/17

Aaa

2,000,000

2,625,320

11.25% 2/15/15

Aaa

10,640,000

16,099,597

11.75% 2/15/10 (callable)

Aaa

13,045,000

15,949,600

12% 8/15/13

Aaa

3,740,000

5,175,823

13.875% 5/15/11 (callable)

Aaa

8,150,000

11,197,367

U.S. Treasury Notes:

6.5% 2/15/10

Aaa

5,195,000

5,579,742

7% 7/15/06

Aaa

7,255,000

7,869,426

7.25% 8/15/04

Aaa

1,404,000

1,507,110

TOTAL U.S. TREASURY OBLIGATIONS

146,330,057

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $229,874,459)

234,857,279

U.S. Government Agency - Mortgage
Securities - 9.8%

Fannie Mae - 7.4%

6% 6/1/13 to 1/1/29

Aaa

49,316,075

48,052,311

6.5% 5/1/23 to 6/1/31

Aaa

108,071,670

106,501,935

7% 8/1/13 to 3/1/29

Aaa

88,230,210

88,792,486

7.5% 7/1/16 to 6/1/30

Aaa

28,427,377

29,031,867

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

7.5% 7/1/31 (l)

Aaa

$ 4,640,000

$ 4,732,800

8% 1/1/26 to 6/1/30

Aaa

5,613,180

5,799,677

TOTAL FANNIE MAE

282,911,076

Freddie Mac - 0.4%

7.5% 5/1/17 to 11/1/30

Aaa

13,195,330

13,485,708

8% 7/1/17 to 5/1/27

Aaa

369,739

384,134

8.5% 7/1/22 to 6/1/23

Aaa

22,960

24,553

TOTAL FREDDIE MAC

13,894,395

Government National Mortgage Association - 2.0%

6% 12/15/08 to 6/15/09

Aaa

1,839,964

1,844,011

6.5% 6/15/08 to 8/15/27

Aaa

31,050,777

30,965,772

7% 7/15/28

Aaa

14,969,772

15,105,398

7.5% 9/15/22 to 8/15/28

Aaa

15,710,821

16,133,082

8% 5/15/25 to 1/15/31

Aaa

9,084,685

9,411,207

8.5% 12/15/16 to 12/15/30

Aaa

4,604,163

4,811,686

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

78,271,156

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $370,468,883)

375,076,627

Asset-Backed Securities - 0.8%

Airplanes pass thru trust 10.875% 3/15/19

Ba2

800,037

456,021

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,777,208

Capita Equipment
Receivables Trust
6.48% 10/15/06

Baa2

2,950,000

2,949,078

CIT Marine Trust
5.8% 4/15/10

Aaa

5,792,443

5,876,615

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

176,161

175,775

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,008,357

1,008,987

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

4,600,000

4,626,594

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

4,285,000

4,305,774

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A2

1,055,000

1,054,341

6.4% 12/15/02

Aaa

1,480,000

1,502,431

7.03% 11/15/03

Aaa

704,000

719,840

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Petroleum Enhanced Trust Receivables Offering Petroleum Trust
4.5313% 2/5/03 (g)(i)

Baa2

$ 613,933

$ 612,206

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,769,354

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,094,796

1,091,204

TOTAL ASSET-BACKED SECURITIES

(Cost $30,971,787)

30,925,428

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (g)(i)

Ba3

769,403

365,141

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

3,132,921

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,502,297

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

4,742,070

4,946,548

TOTAL U.S. GOVERNMENT AGENCY

10,581,766

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $10,658,250)

10,946,907

Commercial Mortgage Securities - 1.8%

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X,
1.0934% 4/15/36 (i)

Aaa

45,638,900

3,044,973

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B,
7.5003% 8/1/24 (g)(i)

-

1,900,000

1,259,938

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

3,000,000

3,086,133

Class B, 7.48% 2/1/08

A

2,320,000

2,381,625

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E,
5.2838% 1/10/13 (g)(i)

Baa1

$ 5,490,000

$ 5,496,835

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,721,909

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1
Class D,
7.231% 7/15/12

Baa2

4,260,000

4,007,063

Equitable Life Assurance Society of the United States Series 174:

Class B1,
7.33% 5/15/06 (g)

Aa2

3,500,000

3,619,219

Class C1,
7.52% 5/15/06 (g)

A2

2,300,000

2,372,594

Class D1,
7.77% 5/15/06 (g)

Baa2

2,200,000

2,239,188

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (i)

-

1,600,000

1,261,104

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B,
6.79% 11/18/29

Aa2

8,640,000

8,682,187

FMAC Loan Receivables Trust weighted
average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (g)(i)

-

500,000

97,500

Series 1997-B Class E, 7.8912% 9/15/19 (g)(i)

-

750,000

30,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

2,173,535

2,038,029

GAFCO Franchisee Loan Trust Series 1998-1
Class D, 14% 6/1/16 (g)(i)

-

1,300,000

1,012,172

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

750,000

710,391

GS Mortgage Securities Corp. II Series 1998-GLII Class E,
6.9699% 4/13/31 (g)(i)

Baa3

4,930,000

4,624,956

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

LTC Commercial Mortgage pass thru certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

$ 2,920,627

$ 2,897,810

Nomura Depositor Trust floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (g)(i)

-

800,000

757,294

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K,
7.9% 11/15/26 (g)

-

1,473,000

1,024,656

Class L, 7.9% 11/15/26 (g)

-

1,133,000

630,231

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

2,390,000

2,446,949

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2,
6.602% 12/15/10 (g)

Aaa

4,200,000

4,207,875

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

4,120,000

4,002,838

Class E2, 7.224% 12/15/10 (g)

Baa3

2,450,000

2,331,328

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,676,431)

69,984,797

Foreign Government and Government Agency Obligations (j) - 0.3%

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,560,400

State of Israel (guaranteed by U.S. Government through Agency for International Development) euro 6.375% 12/19/01

A2

3,350,000

3,431,104

United Mexican States:

8.375% 1/14/11

Baa3

2,235,000

2,257,350

9.875% 2/1/10

Baa3

2,770,000

3,030,380

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $10,860,834)

11,279,234

Supranational Obligations - 0.1%

Inter-American Development Bank yankee
6.29% 7/16/27
(Cost $4,720,123)

Aaa

4,750,000

4,875,068

Floating Rate Loans - 1.5%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Exide Corp. Tranche
B term loan
9.1162% 3/18/05 (i)

-

$ 295,334

$ 280,567

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (i)

Ba2

2,470,000

2,494,700

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (i)

-

425,000

426,594

2,921,294

Household Durables - 0.0%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (i)

Ba3

659,272

664,217

Tranche C term loan 6.1875% 12/15/05 (i)

Ba3

475,398

478,964

Tranche D term loan 6.4375% 12/15/06 (i)

Ba3

605,615

610,157

1,753,338

Media - 0.1%

Century-TCI California L.P. Tranche B term loan 6.86% 12/31/07 (i)

Ba3

1,500,000

1,496,250

Emmis Communications Corp. Tranche B term loan 7.0058% 8/31/09 (i)

Ba2

500,000

500,000

LIN Television Corp. Tranche B term loan
7.82% 9/30/07 (i)

-

458,660

456,366

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (i)

-

1,259,411

1,227,925

3,680,541

TOTAL CONSUMER DISCRETIONARY

8,635,740

CONSUMER STAPLES - 0.1%

Food & Drug Retailing - 0.0%

Duane Reade, Inc. Tranche
B term loan
7.7487% 2/15/05 (i)

-

631,343

631,343

Tobacco - 0.1%

UST, Inc. Tranche
B term loan
7.1579% 2/16/05 (i)

A2

1,786,749

1,809,083

TOTAL CONSUMER STAPLES

2,440,426

FINANCIALS - 0.4%

Diversified Financials - 0.4%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (i)

-

694,640

646,015

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Diversified Financials - continued

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (i)

-

$ 1,800,000

$ 1,800,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (i)

Ba3

650,000

643,500

Tranche B term loan
8.01% 12/31/07 (i)

-

1,700,000

1,700,000

Charter Communication Operating LLC Tranche
B term loan 6.91% 3/18/08 (i)

Ba3

5,270,000

5,204,125

Nextel Finance Co.:

Tranche B term loan
7.415% 6/30/08 (i)

Ba2

950,000

878,750

Tranche C term loan
7.75% 12/31/08 (i)

Ba2

950,000

878,750

PMC (Nova Scotia) Co. term loan 6.77% 5/5/06 (i)

-

1,000,000

1,003,750

Tritel Holding Corp. Tranche B term loan
8.4% 12/31/07 (i)

B2

1,270,000

1,260,475

WCI Capital Corp. Tranche B term loan
12.25% 9/30/07 (i)

B2

1,000,000

230,000

14,245,365

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (i)

-

796,875

798,867

Unilab Corp. Tranche
B term loan
7.6875% 11/23/06 (i)

B1

979,841

990,864

1,789,731

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

528,975

525,008

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

634,770

630,010

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (i)

Ba3

2,150,000

2,155,375

3,310,393

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Machinery - 0.0%

SPX Corp. Tranche
C term loan
7.1252% 12/31/07 (i)

-

$ 1,745,625

$ 1,747,807

Road & Rail - 0.1%

Kansas City Southern Railway Co.:

Tranche A term loan 8.1686% 12/30/05 (i)

Ba1

933,333

928,667

Tranche B term loan 7.2712% 12/29/06 (i)

Ba1

1,194,000

1,198,478

2,127,145

TOTAL INDUSTRIALS

7,185,345

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Exodus Communications, Inc. Tranche B term loan 7.3033% 10/31/07 (i)

B+

1,150,000

1,144,250

MATERIALS - 0.3%

Chemicals - 0.1%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (i)

-

776,938

783,736

Tranche C term loan 7.219% 6/30/08 (i)

-

1,310,617

1,322,085

Lyondell Chemical Co. sr. secured Tranche
E term loan
8.5063% 5/17/06 (i)

-

1,556,903

1,591,934

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (i)

-

1,050,000

1,060,500

4,758,255

Containers & Packaging - 0.1%

Ball Corp. Tranche
B term loan
5.8125% 3/10/06 (i)

Ba2

1,984,733

1,989,695

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (i)

-

840,290

840,290

U.S. Can Corp. Tranche
B term loan
8.33% 10/4/08 (i)

-

694,311

687,368

3,517,353

Paper & Forest Products - 0.1%

Jefferson Smurfit Corp. Tranche B term loan 6.0625% 3/31/07 (i)

-

1,500,000

1,500,000

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

MATERIALS - continued

Paper & Forest Products - continued

Riverwood International Corp. Tranche B term loan 7% 2/28/04 (i)

B1

$ 1,036,610

$ 1,048,272

Stone Container Corp. Tranche E term loan 7.5935% 10/1/03 (i)

B+

1,590,850

1,596,816

4,145,088

TOTAL MATERIALS

12,420,696

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.1%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (i)

-

2,000,000

2,010,000

Triton PCS, Inc. Tranche
B term loan
6.9063% 2/4/07 (i)

-

2,500,000

2,481,250

4,491,250

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (i)

-

2,500,000

2,250,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (i)

-

1,370,000

1,298,075

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (i)

Ba2

2,100,000

2,079,000

5,627,075

TOTAL TELECOMMUNICATION SERVICES

10,118,325

TOTAL FLOATING RATE LOANS

(Cost $59,363,054)

57,979,878

Commercial Paper - 0.2%

British Telecommunications PLC 4.8538% 10/9/01 (i)
(Cost $6,796,295)

6,800,000

6,777,410

Money Market Funds - 7.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (c)

160,389,226

$ 160,389,226

Fidelity Money Market Central Fund, 4.21% (c)

123,860,162

123,860,162

TOTAL MONEY MARKET FUNDS

(Cost $284,249,388)

284,249,388

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $3,669,013,925)

3,798,436,305

NET OTHER ASSETS - 0.7%

25,413,080

NET ASSETS - 100%

$ 3,823,849,385

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

579 S&P 500 Stock Index Contracts

Sept. 2001

$ 178,288,575

$ (8,765,669)

The face value of futures purchased as a percentage of net assets - 4.7%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $141,687,420 or 3.7% of net assets.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $9,987,753.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc. 6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

(l) Security purchased on a delayed delivery or when-issued basis.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

21.4%

AAA, AA, A

19.2%

Baa

6.8%

BBB

5.7%

Ba

2.3%

BB

2.6%

B

5.8%

B

5.9%

Caa

1.2%

CCC

0.8%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.9%. FMR has determined that unrated debt securities that are lower quality account for 0.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,027,027,954 and $1,202,826,253, respectively, of which long-term U.S. Government and government agency obligations aggregated $405,347,267 and $541,150,843, respectively.

The market value of futures contracts opened and closed during the period amounted to $489,804,907 and $473,559,015, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $833 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,580,000 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $57,979,878 or 1.5% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $3,671,373,636. Net unrealized appreciation aggregated $127,062,669, of which $413,982,852 related to appreciated investment securities and $286,920,183 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $3,669,013,925) -
See accompanying schedule

$ 3,798,436,305

Cash

3,572,568

Receivable for investments sold

21,958,880

Receivable for fund shares sold

1,127,557

Dividends receivable

1,190,956

Interest receivable

16,374,903

Receivable for daily variation on futures contracts

680,325

Other receivables

14,570

Total assets

3,843,356,064

Liabilities

Payable for investments purchased
Regular delivery

$ 10,486,415

Delayed delivery

4,766,150

Payable for fund shares redeemed

2,199,015

Accrued management fee

1,698,038

Distribution fees payable

4,192

Other payables and
accrued expenses

352,869

Total liabilities

19,506,679

Net Assets

$ 3,823,849,385

Net Assets consist of:

Paid in capital

$ 3,676,364,251

Undistributed net investment income

83,751,354

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(56,923,008)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

120,656,788

Net Assets

$ 3,823,849,385

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,784,918,053 ÷
259,339,301 shares)

$14.59

Service Class:
Net Asset Value, offering price
and redemption price per share
($30,530,517 ÷
2,104,294 shares)

$14.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($8,400,815 ÷ 580,829 shares)

$14.46

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,823,612

Interest

71,925,625

Security lending

1,953

Total income

84,751,190

Expenses

Management fee

$ 10,440,218

Transfer agent fees

1,294,860

Distribution fees

22,867

Accounting and security lending fees

323,084

Custodian fees and expenses

34,575

Audit

19,831

Legal

9,609

Reports to shareholders

218,832

Total expenses before reductions

12,363,876

Expense reductions

(56,910)

12,306,966

Net investment income

72,444,224

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(39,487,728)

Foreign currency transactions

111

Futures contracts

(18,531,436)

(58,019,053)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(161,659,529)

Assets and liabilities in
foreign currencies

(270)

Futures contracts

(652,131)

(162,311,930)

Net gain (loss)

(220,330,983)

Net increase (decrease) in net assets resulting from operations

$ (147,886,759)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 72,444,224

$ 169,689,841

Net realized gain (loss)

(58,019,053)

71,952,466

Change in net unrealized appreciation (depreciation)

(162,311,930)

(417,674,101)

Net increase (decrease) in net assets resulting from operations

(147,886,759)

(176,031,794)

Distributions to shareholders
From net investment income

(165,533,399)

(155,528,551)

From net realized gain

(62,082,268)

(361,637,025)

Total distributions

(227,615,667)

(517,165,576)

Share transactions - net increase (decrease)

35,814,466

(103,868,167)

Total increase (decrease) in net assets

(339,687,960)

(797,065,537)

Net Assets

Beginning of period

4,163,537,345

4,960,602,882

End of period (including undistributed net investment income of $83,751,354 and $177,028,055, respectively)

$ 3,823,849,385

$ 4,163,537,345

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,491,079

$ 126,014,471

15,773,125

$ 262,419,927

Reinvested

14,767,544

225,648,009

31,454,002

514,587,479

Redeemed

(21,830,538)

(322,703,175)

(53,688,174)

(896,416,716)

Net increase (decrease)

1,428,085

$ 28,959,305

(6,461,047)

$ (119,409,310)

Service Class
Sold

251,106

$ 3,688,525

741,504

$ 12,184,248

Reinvested

110,168

1,674,550

157,694

2,567,255

Redeemed

(178,671)

(2,639,083)

(251,421)

(4,163,614)

Net increase (decrease)

182,603

$ 2,723,992

647,777

$ 10,587,889

Service Class 2 A
Sold

292,461

$ 4,301,743

312,250

$ 5,136,587

Reinvested

19,334

293,108

666

10,842

Redeemed

(32,102)

(463,682)

(11,780)

(194,175)

Net increase (decrease)

279,693

$ 4,131,169

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 164,107,625

$ 154,762,338

Service Class

1,212,605

762,991

Service Class 2 A

213,169

3,222

Total

$ 165,533,399

$ 155,528,551

From net realized gain
Initial Class

$ 61,540,384

$ 359,825,141

Service Class

461,945

1,804,264

Service Class 2 A

79,939

7,620

Total

$ 62,082,268

$ 361,637,025

$ 227,615,667

$ 517,165,576

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.27 D

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(.81)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.54)

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.64)

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(.88)

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 14.59

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.62)%

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,784,918

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.63% A

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after all
expense reductions

.63% A

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.69% A

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

56% A

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.26

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(.79)

(1.31)

1.29

1.82

.29

Total from investment operations

(.53)

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.63)

(.59) G

(.60)

(.57)

-

From net realized gain

(.24)

(1.38) G

(.76)

(1.71)

-

Total distributions

(.87)

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 14.51

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(3.58)%

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,531

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.73% A

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after all expense reductions

.73% A

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.59% A

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

56% A

76%

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 15.89

$ 18.17

Income from Investment Operations

Net investment income C

.25

.53

Net realized and unrealized gain (loss)

(.80)

(.84)

Total from investment operations

(.55)

(.31)

Less Distributions

From net investment income

(.64)

(.59) E

From net realized gain

(.24)

(1.38) E

Total distributions

(.88)

(1.97)

Net asset value, end of period

$ 14.46

$ 15.89

Total Return B

(3.72)%

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,401

$ 4,785

Ratio of expenses to average net assets

.89% A

.88% A

Ratio of net investment income to average net assets

3.43% A

3.46% A

Portfolio turnover rate

56% A

76%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
year

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Service Class 2

-16.66%

8.80%

11.66%

Fidelity Asset Manager:
Growth Composite

-7.57%

12.49%

14.81%

S&P 500

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

LB 3 Month T-Bill

5.95%

5.48%

5.55%

Variable Annuity Flexible
Portfolio Funds Average

-3.22%

10.31%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Fidelity Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix.** To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity flexible portfolio funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 80 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

* Not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2 on January 31, 1995, shortly after the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $20,429 - a 104.29% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have been $29,025 over the same period - a 190.25% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have been $16,460 - a 64.60% increase. You can also look at how the Fidelity Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $24,259 - a 142.59% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

3.3

Microsoft Corp.

2.6

Citigroup, Inc.

2.2

Exxon Mobil Corp.

2.1

Pfizer, Inc.

1.7

11.9

Top Five Market Sectors as of June 30, 2001

(stocks only)

% of fund's net assets

Information Technology

15.2

Financials

14.3

Health Care

12.7

Consumer Discretionary

8.0

Energy

6.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stock Class

77.2%

Bond Class

21.8%

Short-Term Class

1.0%



* Foreign investments 3.2%

Asset allocations in the pie chart reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bart Grenier, Portfolio Manager of Asset Manager: Growth Portfolio

Q. How did the fund perform, Bart?

A. For the six-month period that ended June 30, 2001, the fund underperformed the Fidelity Asset Manager: Growth Composite Index and the variable annuity flexible portfolio funds average tracked by Lipper Inc., which returned -3.53% and -2.87%, respectively. Similarly, for the 12 months that ended June 30, 2001, the fund trailed the Fidelity Composite index and Lipper average, which returned -7.57% and -3.22%, respectively.

Q. How did your asset-allocation decisions influence
performance during the six-month period?

A. I continued to overweight equities, allocating just over 77% - compared to 70% in a neutral weighting - to stocks on average during the period. Maintaining a longer-term view with this fund, I felt that I needed to carry some additional exposure to higher-risk assets, such as stocks, that I felt were poised to outperform when the economy snaps back and company fundamentals begin to show signs of improving. Given the generally weak showing for stocks relative to most other asset classes during the period, having even the slightest emphasis here hurt. In contrast, our fixed-income strategy fared quite well. We benefited from allocating much of the bond subportfolio to high-yield securities - not included in the benchmark - which nearly doubled the return of our investment-grade debt holdings during the period and helped narrow the performance gap relative to the index.

Q. What factors influenced the fund's equity holdings?

A. Steve Snider - who directed the fund's equity investments - used quantitative models that emphasized companies exhibiting positive earnings trends and good relative price strength. However, given the market's willingness in January to bid up many of the most beaten-down, unpromising stocks with deteriorating fundamentals and sagging prices, we gave up quite a bit relative to the index. Steve outperformed the index during the final five months of the period through strong stock picking, but it wasn't enough to pull us out of the hole that was dug at the outset of the period. As was the case for the fund in 2000, diversified financial stocks led the way - including auto financing firm AmeriCredit, BancWest and insurer Loews - followed by health stocks. Despite lagging the overall market, the health sector provided us with several winners from the service industry, most notably Quest Diagnostics, Tenet Healthcare and Caremark Rx. On the down side, the fund suffered a sharp sell-off in energy stocks late in the period, particularly among exploration and production companies such as EOG Resources and Mitchell Energy. Finally, the fund's positioning in technology - the period's worst performing sector - dampened returns. Despite owning a handful of smaller-cap stocks from the software group, such as Advent and NVIDIA, that bucked the tech-wreck and fared well, we had several tech hardware names that fell apart during the period. Three stocks - Powerwave Technologies, Waters and TranSwitch - accounted for more than a third of our underperformance relative to the index. We trailed our Lipper peers, because they tended to be more conservatively postured than we were during the period.

Q. How did the fund's bond holdings fare?

A. On the high-yield front, Mark Notkin did a great job of avoiding some of the severe credit problems that plagued several corporate issuers during the period. By far, the key to performance was strong security selection, specifically within a weak telecommunications sector, which suffered from poor fundamentals and a dwindling supply of available funding. The fund's investment-grade holdings, managed by Charlie Morrison, also performed nicely. Diversification and credit selection were key ingredients here. Having an emphasis on the spread sectors, particularly corporate bonds, in front of a backdrop of aggressive Federal Reserve Board easings and significant yield curve steepening, proved wise as these securities outperformed Treasuries by healthy margins during the period. The corporate market's strong showing was particularly noteworthy given a record amount of new supply during the period.

Q. What about the fund's short-term/money market investments?

A. On average during the past six months, we invested the strategic cash portion of the Asset Manager: Growth Portfolio's money market investments in a Fidelity money market mutual fund managed by John Todd. Given their conservative nature in a volatile environment, these investments did what they're designed to do - provide steady returns to help offset equity market volatility.

Q. What's your outlook?

A. I'm optimistic about the prospects for higher-risk assets going forward, as evidenced by the fund's overweighting in equities and high-yield bonds as of the end of the period. I feel that the ingredients for a more positive environment for these securities are now in place - namely liquidity growth, a steep yield curve, narrowing credit spreads, strong money growth and federal tax rebates.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of June 30, 2001, more than $443 million

Manager: Bart Grenier, since 2000; joined Fidelity in 1991

3

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 71.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.6%

Auto Components - 0.0%

Exide Corp. warrants 3/18/06 (a)

314

$ 1,178

Automobiles - 0.3%

Harley-Davidson, Inc.

25,900

1,219,372

Hotels, Restaurants & Leisure - 0.9%

Brinker International, Inc. (a)

18,450

476,933

International Game Technology (a)

33,300

2,089,575

Starbucks Corp. (a)

14,800

325,748

Tricon Global Restaurants, Inc. (a)

15,800

693,620

Wendy's International, Inc.

18,000

459,720

4,045,596

Household Durables - 0.4%

Lennar Corp.

20,000

834,000

Pulte Homes, Inc.

21,900

933,597

1,767,597

Media - 2.5%

AOL Time Warner, Inc. (a)

130,500

6,916,500

NTL, Inc. warrants 10/14/08 (a)

427

2,562

Viacom, Inc. Class B (non-vtg.) (a)

46,100

2,385,675

Walt Disney Co.

63,400

1,831,626

11,136,363

Multiline Retail - 1.9%

Kohls Corp. (a)

2,500

156,825

Sears, Roebuck & Co.

24,500

1,036,595

The May Department Stores Co.

24,500

839,370

Wal-Mart Stores, Inc.

135,900

6,631,920

8,664,710

Specialty Retail - 1.3%

Home Depot, Inc.

70,400

3,277,120

RadioShack Corp.

17,500

533,750

Talbots, Inc.

46,600

2,038,750

5,849,620

Textiles & Apparel - 0.3%

Liz Claiborne, Inc.

7,400

373,330

Reebok International Ltd. (a)

24,000

766,800

1,140,130

TOTAL CONSUMER DISCRETIONARY

33,824,566

CONSUMER STAPLES - 3.5%

Beverages - 1.4%

PepsiCo, Inc.

66,800

2,952,560

The Coca-Cola Co.

75,300

3,388,500

6,341,060

Food & Drug Retailing - 0.3%

Sysco Corp.

46,200

1,254,330

Shares

Value (Note 1)

Food Products - 0.4%

Campbell Soup Co.

20,000

$ 515,000

Hershey Foods Corp.

20,000

1,234,200

1,749,200

Household Products - 0.6%

Procter & Gamble Co.

39,800

2,539,240

Tobacco - 0.8%

Philip Morris Companies, Inc.

68,500

3,476,375

TOTAL CONSUMER STAPLES

15,360,205

ENERGY - 6.3%

Energy Equipment & Services - 0.6%

Helmerich & Payne, Inc.

14,000

431,480

Nabors Industries, Inc. (a)

11,700

435,240

Schlumberger Ltd. (NY Shares)

21,100

1,110,915

Tidewater, Inc.

18,000

678,600

2,656,235

Oil & Gas - 5.7%

Anadarko Petroleum Corp.

11,200

605,136

Apache Corp.

13,000

659,750

Ashland, Inc.

25,000

1,002,500

Devon Energy Corp.

29,000

1,522,500

EOG Resources, Inc.

40,900

1,453,995

Equitable Resources, Inc.

49,600

1,652,176

Exxon Mobil Corp.

106,000

9,259,100

Mitchell Energy & Development Corp. Class A

29,800

1,378,250

Noble Affiliates, Inc.

41,500

1,467,025

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,799,204

Valero Energy Corp.

50,100

1,842,678

XTO Energy, Inc.

47,550

682,343

25,324,657

TOTAL ENERGY

27,980,892

FINANCIALS - 14.3%

Banks - 3.9%

BancWest Corp.

83,300

2,865,520

Bank of America Corp.

49,900

2,995,497

Bank of New York Co., Inc.

14,700

705,600

City National Corp.

19,200

850,368

Comerica, Inc.

27,200

1,566,720

Golden State Bancorp, Inc.

66,300

2,042,040

Golden West Financial Corp.

12,400

796,576

Greenpoint Financial Corp.

19,600

752,640

Northern Trust Corp.

10,100

652,460

Washington Mutual, Inc.

42,000

1,577,100

Wells Fargo & Co.

51,900

2,409,717

17,214,238

Diversified Financials - 7.2%

AMBAC Financial Group, Inc.

31,050

1,807,110

American Express Co.

40,500

1,571,400

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

AmeriCredit Corp. (a)

56,200

$ 2,919,590

Citigroup, Inc.

182,200

9,627,448

Fannie Mae

40,500

3,448,575

Federated Investors, Inc. Class B (non-vtg.)

58,900

1,896,580

J.P. Morgan Chase & Co.

57,800

2,577,880

Lehman Brothers Holdings, Inc.

8,500

660,875

MBNA Corp.

39,800

1,311,410

Merrill Lynch & Co., Inc.

24,000

1,422,000

Morgan Stanley Dean Witter & Co.

34,200

2,196,666

SEI Investments Co.

10,400

491,400

USA Education, Inc.

29,100

2,124,300

32,055,234

Insurance - 3.0%

American International Group, Inc.

70,400

6,054,400

Arthur J. Gallagher & Co.

56,600

1,471,600

Fidelity National Financial, Inc.

19,100

469,287

Jefferson-Pilot Corp.

35,700

1,725,024

Loews Corp.

26,800

1,726,724

MGIC Investment Corp.

13,000

944,320

PMI Group, Inc.

11,300

821,058

13,212,413

Real Estate - 0.2%

Crescent Real Estate Equities Co.

2,500

61,425

Host Marriott Corp.

59,600

746,192

807,617

TOTAL FINANCIALS

63,289,502

HEALTH CARE - 12.7%

Biotechnology - 1.1%

Albany Molecular Research, Inc. (a)

33,500

1,331,625

Amgen, Inc. (a)

31,200

1,935,960

IDEC Pharmaceuticals Corp. (a)

27,600

1,788,756

5,056,341

Health Care Equipment & Supplies - 1.0%

Baxter International, Inc.

28,000

1,372,000

Cytyc Corp. (a)

34,800

800,400

Hillenbrand Industries, Inc.

9,600

548,256

Medtronic, Inc.

36,500

1,679,365

4,400,021

Health Care Providers & Services - 2.7%

Bergen Brunswig Corp. Class A

37,000

711,140

Cardinal Health, Inc.

11,250

776,250

Caremark Rx, Inc. (a)

75,800

1,246,910

CIGNA Corp.

10,400

996,528

Quest Diagnostics, Inc. (a)

13,800

1,032,930

Tenet Healthcare Corp. (a)

46,000

2,373,140

Trigon Healthcare, Inc. (a)

26,700

1,731,495

Shares

Value (Note 1)

UnitedHealth Group, Inc.

23,400

$ 1,444,950

Universal Health Services, Inc. Class B (a)

40,600

1,847,300

12,160,643

Pharmaceuticals - 7.9%

Abbott Laboratories

47,100

2,261,271

American Home Products Corp.

39,600

2,314,224

Bristol-Myers Squibb Co.

59,800

3,127,540

Eli Lilly & Co.

34,300

2,538,200

Forest Laboratories, Inc. (a)

27,200

1,931,200

IVAX Corp. (a)

47,375

1,847,625

Johnson & Johnson

101,456

5,072,800

Merck & Co., Inc.

73,600

4,703,776

Pfizer, Inc.

192,100

7,693,605

Pharmacia Corp.

39,400

1,810,430

Schering-Plough Corp.

44,500

1,612,680

34,913,351

TOTAL HEALTH CARE

56,530,356

INDUSTRIALS - 6.2%

Aerospace & Defense - 0.8%

Aeroflex, Inc. (a)

21,800

230,862

General Dynamics Corp.

9,700

754,757

Lockheed Martin Corp.

19,000

703,950

Precision Castparts Corp.

52,800

1,975,776

3,665,345

Airlines - 0.2%

Southwest Airlines Co.

55,650

1,028,969

Commercial Services & Supplies - 0.7%

Apollo Group, Inc. Class A (a)

3,000

125,610

DeVry, Inc. (a)

3,600

130,032

DST Systems, Inc. (a)

27,000

1,422,900

Waste Management, Inc.

44,000

1,356,080

3,034,622

Electrical Equipment - 0.3%

C&D Technologies, Inc.

14,000

434,000

Energizer Holdings, Inc. (a)

40,000

918,000

1,352,000

Industrial Conglomerates - 4.0%

General Electric Co.

301,400

14,693,235

Tyco International Ltd.

53,100

2,893,950

17,587,185

Machinery - 0.1%

SPX Corp. (a)

3,300

413,094

Road & Rail - 0.1%

Norfolk Southern Corp.

14,000

289,800

TOTAL INDUSTRIALS

27,371,015

INFORMATION TECHNOLOGY - 15.0%

Communications Equipment - 1.7%

Brocade Communications System, Inc. (a)

7,400

320,938

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Cisco Systems, Inc. (a)

218,600

$ 4,234,282

Juniper Networks, Inc. (a)

7,200

223,524

Lucent Technologies, Inc.

101,000

626,200

McDATA Corp. Class A (a)

2,440

48,678

Nortel Networks Corp.

94,000

854,460

Scientific-Atlanta, Inc.

30,000

1,218,000

7,526,082

Computers & Peripherals - 3.0%

Dell Computer Corp. (a)

78,500

2,127,350

EMC Corp. (a)

66,300

1,926,015

Hewlett-Packard Co.

60,600

1,733,160

International Business Machines Corp.

53,500

6,045,500

Sun Microsystems, Inc. (a)

98,500

1,595,700

13,427,725

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A (a)

11,800

472,590

Arrow Electronics, Inc. (a)

50,000

1,214,500

Newport Corp.

8,000

211,120

PerkinElmer, Inc.

18,400

506,552

Technitrol, Inc.

36,800

956,800

Tektronix, Inc. (a)

22,400

608,160

Waters Corp. (a)

22,200

612,942

4,582,664

Internet Software & Services - 0.1%

Internet Security Systems, Inc. (a)

8,500

420,750

Semiconductor Equipment & Products - 2.6%

Applied Micro Circuits Corp. (a)

17,200

303,752

Cirrus Logic, Inc. (a)

75,000

1,909,500

Exar Corp. (a)

33,900

681,390

Intel Corp.

204,300

6,229,107

Linear Technology Corp.

11,900

555,016

Texas Instruments, Inc.

52,600

1,656,900

Transwitch Corp. (a)

25,200

248,472

11,584,137

Software - 6.6%

Advent Software, Inc. (a)

30,200

1,963,000

BEA Systems, Inc. (a)

22,400

744,128

Cadence Design Systems, Inc. (a)

65,500

1,220,265

Cerner Corp. (a)

32,500

1,392,625

i2 Technologies, Inc. (a)

18,400

360,456

Jack Henry & Associates, Inc.

66,000

2,003,100

Mentor Graphics Corp. (a)

58,500

1,041,300

Mercury Interactive Corp. (a)

7,700

474,397

Microsoft Corp. (a)

162,000

11,665,620

NVIDIA Corp. (a)

12,100

1,114,047

Oracle Corp. (a)

171,300

3,367,758

Rational Software Corp. (a)

29,500

837,505

Siebel Systems, Inc. (a)

18,200

862,680

Shares

Value (Note 1)

Sybase, Inc. (a)

80,200

$ 1,319,290

TIBCO Software, Inc. (a)

11,100

153,291

VERITAS Software Corp. (a)

10,500

713,160

29,232,622

TOTAL INFORMATION TECHNOLOGY

66,773,980

MATERIALS - 0.4%

Chemicals - 0.2%

Cabot Corp.

21,500

774,430

Metals & Mining - 0.0%

Placer Dome, Inc.

8,800

86,024

Paper & Forest Products - 0.2%

Boise Cascade Corp.

21,500

756,155

TOTAL MATERIALS

1,616,609

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.4%

AT&T Corp.

114,300

2,514,600

BellSouth Corp.

57,000

2,295,390

McCaw International Ltd. warrants 4/16/07 (a)(f)

910

910

Ono Finance PLC rights 5/31/09 (a)(f)

310

930

Qwest Communications International, Inc.

50,500

1,609,435

SBC Communications, Inc.

103,100

4,130,186

Verizon Communications

82,700

4,424,450

14,975,901

Wireless Telecommunication Services - 0.0%

Horizon PCS, Inc. warrants 10/1/10 (a)(f)

545

10,900

TOTAL TELECOMMUNICATION SERVICES

14,986,801

UTILITIES - 2.4%

Electric Utilities - 1.2%

Calpine Corp. (a)

37,200

1,406,160

Entergy Corp.

18,000

691,020

IDACORP, Inc.

31,000

1,081,280

NRG Energy, Inc.

50,100

1,106,208

PPL Corp.

16,500

907,500

5,192,168

Gas Utilities - 0.4%

Kinder Morgan, Inc.

35,100

1,763,775

Multi-Utilities - 0.8%

Dynegy, Inc. Class A

31,800

1,478,700

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Multi-Utilities - continued

Enron Corp.

32,300

$ 1,582,700

Questar Corp.

27,300

675,948

3,737,348

TOTAL UTILITIES

10,693,291

TOTAL COMMON STOCKS

(Cost $324,794,068)

318,427,217

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

22,473

449

Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

12,388

1,319,322

Pegasus Satellite Communication, Inc. $127.50 pay-in-kind

69

63,480

PRIMEDIA, Inc. Series D, $10.00

3,144

245,232

1,628,034

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital
Trust II $88.75

160

159,155

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.2%

Crown Castle International Corp. $127.50 pay-in-kind

938

773,850

TELECOMMUNICATION SERVICES - 0.7%

Diversified Telecommunication Services - 0.3%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

1,273

1,260,270

Wireless Telecommunication Services - 0.4%

Dobson Communications Corp.:

$122.50 pay-in-kind

148

119,880

$130.00 pay-in-kind

146

128,480

Shares

Value (Note 1)

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

3,180

$ 1,812,600

2,060,960

TOTAL TELECOMMUNICATION SERVICES

3,321,230

TOTAL NONCONVERTIBLE PREFERRED STOCKS

5,882,269

TOTAL PREFERRED STOCKS

(Cost $7,346,406)

5,882,718

Corporate Bonds - 14.8%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.7%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa1

$ 740,000

712,250

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

30,000

30,525

Tenet Healthcare Corp.
6% 12/1/05

B1

1,040,000

996,450

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

500,000

473,750

7% 5/15/09

B2

580,000

549,550

2,050,275

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Instruments - 0.1%

Sanmina Corp.
0% 9/12/20

Ba3

1,030,000

369,513

Semiconductor Equipment & Products - 0.0%

Transwitch Corp.
4.5% 9/12/05

B2

275,000

192,844

TOTAL INFORMATION TECHNOLOGY

562,357

TOTAL CONVERTIBLE BONDS

3,324,882

Nonconvertible Bonds - 14.1%

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.1%

Lear Corp. 7.96% 5/15/05

Ba1

190,000

192,595

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

80,000

48,800

TRW, Inc. 8.75% 5/15/06

Baa2

50,000

53,451

294,846

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 1.7%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

$ 560,000

$ 571,200

Hilton Hotels Corp.
7.625% 5/15/08

Baa3

840,000

813,595

HMH Properties, Inc. 7.875% 8/1/08

Ba2

865,000

813,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

650,000

653,250

ITT Corp.
7.375% 11/15/15

Ba1

245,000

223,563

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

99,275

10.25% 8/1/07

Ba3

390,000

407,550

MGM Mirage, Inc.:

8.5% 9/15/10

Baa3

35,000

36,512

9.75% 6/1/07

Ba2

585,000

624,488

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,320,263

9.75% 6/15/07

B3

135,000

136,688

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

100,000

95,346

Station Casinos, Inc.:

8.375% 2/15/08 (f)

Ba3

200,000

201,000

8.375% 2/15/08

Ba3

380,000

381,900

Sun International Hotels Ltd./Sun International North America, Inc. yankee 8.625% 12/15/07

B1

295,000

296,106

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

290,000

295,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

650,000

695,500

7,665,136

Household Durables - 0.3%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba3

400,000

398,000

8.875% 4/1/08

Ba3

55,000

55,275

Ryland Group, Inc.
9.125% 6/15/11

B1

220,000

217,800

Sealy Mattress Co.
9.875% 12/15/07

B2

460,000

450,800

1,121,875

Media - 3.0%

Adelphia
Communications Corp.:

10.25% 6/15/11

B2

300,000

294,000

10.875% 10/1/10

B2

245,000

247,450

AMC Entertainment, Inc. 9.5% 2/1/11

Caa3

265,000

235,850

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

$ 257,300

$ 280,779

British Sky Broadcasting Group PLC yankee
8.2% 7/15/09

Ba1

110,000

108,764

Callahan Nordrhein Westfalen 0% 7/15/10 (e)(f)

B3

170,000

59,500

Century Communications Corp. 0% 1/15/08

B2

30,000

14,250

Chancellor Media Corp.
8% 11/1/08

Ba1

40,000

41,350

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

110,000

73,700

0% 4/1/11 (e)

B2

840,000

567,000

0% 5/15/11 (e)(f)

B2

470,000

267,900

10% 4/1/09

B2

705,000

713,813

10% 5/15/11 (f)

B2

260,000

262,600

Cinemark USA, Inc.
9.625% 8/1/08

Caa2

260,000

223,600

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

320,000

294,714

CSC Holdings, Inc.:

7.625% 4/1/11 (f)

Ba1

345,000

330,338

9.25% 11/1/05

Ba3

55,000

56,375

9.875% 5/15/06

Ba3

150,000

156,750

9.875% 4/1/23

B1

70,000

74,900

10.5% 5/15/16

Ba3

500,000

555,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

555,000

310,800

11.75% 12/15/05

B2

345,000

231,150

EchoStar DBS Corp.
9.375% 2/1/09

B1

625,000

615,625

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

876,150

9.25% 11/1/07

B1

195,000

198,900

Fox/Liberty Networks LLC/FLN Finance, Inc.
0% 8/15/07 (e)

Ba1

60,000

56,700

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

375,000

383,438

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp. 0% 9/15/07 (e)

Caa1

100,000

102,500

FrontierVision Operating Partners LP/ FrontierVision Capital Corp.
11% 10/15/06

B2

340,000

340,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

$ 130,000

$ 113,732

Lamar Media Corp.:

9.25% 8/15/07

B1

435,000

449,138

9.625% 12/1/06

B1

135,000

142,425

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

110,000

103,422

8% 10/17/16

Baa3

80,000

80,694

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

330,000

330,000

NTL, Inc. 0% 4/1/08 (e)

B3

535,000

246,100

Paramount Communications, Inc. 7.5% 1/15/02

A3

110,000

111,670

Pegasus Communications Corp. 9.625% 10/15/05

B3

395,000

351,550

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (e)

Caa1

765,000

443,700

12.375% 8/1/06

B3

165,000

150,975

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

660,000

658,350

Radio One, Inc. 8.875% 7/1/11 (f)

B3

755,000

755,000

TCI Communications, Inc. 9.8% 2/1/12

A3

190,000

226,127

Telemundo Holdings, Inc.
0% 8/15/08 (e)

B3

1,475,000

1,135,750

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

135,000

144,690

13,417,219

Multiline Retail - 0.2%

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

100,524

8.5% 6/15/03

Baa1

50,000

52,695

JCPenney Co., Inc.:

6% 5/1/06

Ba2

75,000

62,250

6.125% 11/15/03

Ba2

25,000

23,750

6.9% 8/15/26

Ba2

192,000

184,320

7.375% 6/15/04

Ba2

75,000

71,625

7.375% 8/15/08

Ba2

25,000

22,250

7.4% 4/1/37

Ba2

75,000

69,000

7.6% 4/1/07

Ba2

25,000

23,125

7.95% 4/1/17

Ba2

40,000

32,400

Kmart Corp.
9.375% 2/1/06

Baa3

140,000

136,500

778,439

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Textiles & Apparel - 0.0%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

$ 95,000

$ 98,019

TOTAL CONSUMER DISCRETIONARY

23,375,534

CONSUMER STAPLES - 0.5%

Food & Drug Retailing - 0.3%

Kroger Co. 6.8% 4/1/11

Baa3

130,000

128,300

Rite Aid Corp.:

6.125% 12/15/08 (f)

Caa2

235,000

178,600

6.5% 10/1/03 (f)(h)

Caa2

60,000

57,000

6.875% 8/15/13

Caa2

165,000

122,100

7.625% 4/15/05

Caa2

330,000

287,100

11.25% 7/1/08 (f)

Caa2

460,000

463,450

1,236,550

Food Products - 0.1%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

115,000

117,138

Del Monte Corp. 9.25% 5/15/11 (f)

B3

290,000

292,900

Kellogg Co. 6.6% 4/1/11 (f)

Baa2

50,000

48,438

458,476

Personal Products - 0.1%

Playtex Products, Inc. 9.375% 6/1/11 (f)

B2

185,000

187,775

Tobacco - 0.0%

Philip Morris Companies, Inc. 7% 7/15/05

A2

70,000

71,846

RJ Reynolds Tobacco Holdings, Inc.
7.375% 5/15/03

Baa2

100,000

101,446

173,292

TOTAL CONSUMER STAPLES

2,056,093

ENERGY - 0.4%

Energy Equipment & Services - 0.0%

Lone Star Technologies, Inc. 9% 6/1/11 (f)

B1

60,000

57,600

Oil & Gas - 0.4%

Chesapeake Energy Corp.:

8.125% 4/1/11 (f)

B2

410,000

383,350

8.5% 3/15/12

B2

425,000

416,500

Nuevo Energy Co.
9.375% 10/1/10

B1

315,000

311,850

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

99,725

8.375% 7/15/04

Baa1

195,000

207,189

Petro-Canada yankee
7% 11/15/28

A3

50,000

47,898

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,509

Plains Resources, Inc. 10.25% 3/15/06

B2

45,000

46,350

1,581,371

TOTAL ENERGY

1,638,971

FINANCIALS - 1.9%

Banks - 0.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

20,000

21,246

Bank One Corp.
7.875% 8/1/10

A1

200,000

214,378

BankBoston Corp.
6.625% 2/1/04

A3

60,000

61,286

Capital One Bank
6.65% 3/15/04

Baa3

260,000

258,604

Commonwealth Bank
of Australia yankee
8.5% 6/1/10

Aa3

100,000

111,639

Den Danske Bank AS 6.375% 6/15/08 (f)(h)

Aa3

170,000

175,610

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

90,667

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

96,611

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

141,949

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

104,800

9.118% 3/31/49

A1

60,000

66,318

Union Planters Corp.
7.75% 3/1/11

Baa2

100,000

103,280

1,446,388

Diversified Financials - 1.2%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

125,000

126,909

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

202,060

Associates Corp. of North America 5.8% 4/20/04

Aa3

180,000

181,618

Athena Neurosciences Finance LLC
7.25% 2/21/08

Baa2

70,000

71,329

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

110,000

111,375

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

90,024

Cellco Finance NV yankee:

12.75% 8/1/05

B3

200,000

160,000

15% 8/1/05

Caa1

300,000

252,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Citigroup, Inc.
7.25% 10/1/10

Aa3

$ 200,000

$ 207,610

ComEd Financing II
8.5% 1/15/27

Baa3

450,000

439,065

Countrywide Home Loans, Inc. 6.45% 2/27/03

A3

150,000

153,429

Crown Cork & Seal Finance PLC yankee:

6.75% 12/15/03

Caa3

100,000

44,500

7% 12/15/06

Caa3

50,000

19,500

Crown Cork & Seal
Finance SA yankee
6.75% 12/15/03

Caa3

195,000

87,750

Details Capital Corp.
0% 11/15/07 (e)

B3

85,000

81,600

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

140,000

141,400

Ford Motor Credit Co.:

7.375% 2/1/11

A2

50,000

50,732

7.5% 3/15/05

A2

140,000

145,466

7.875% 6/15/10

A2

180,000

188,759

General Motors Acceptance Corp. 6.75% 1/15/06

A2

40,000

40,792

Household Finance Corp. 6.5% 1/24/06

A2

75,000

76,247

IOS Capital, Inc.
9.75% 6/15/04

Baa2

280,000

278,600

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

250,000

255,000

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

80,000

81,730

NiSource Finance Corp. 7.875% 11/15/10

Baa2

125,000

131,574

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

860,000

731,000

PTC International Finance II SA yankee 11.25% 12/1/09

B2

85,000

88,400

SESI LLC 8.875% 5/15/11 (f)

B1

425,000

420,750

Sprint Capital Corp.:

6.125% 11/15/08

Baa1

40,000

36,718

6.875% 11/15/28

Baa1

65,000

54,625

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

60,000

60,350

6.75% 5/15/09

Baa1

120,000

113,699

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

100,000

108,208

5,232,819

Real Estate - 0.4%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

99,161

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

CenterPoint Properties Trust: - continued

7.125% 3/15/04

Baa2

$ 110,000

$ 110,054

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

101,314

EOP Operating LP:

6.375% 2/15/03

Baa1

100,000

101,599

6.75% 2/15/08

Baa1

100,000

98,431

7.75% 11/15/07

Baa1

100,000

105,622

ERP Operating LP:

6.55% 11/15/01

A3

55,000

55,382

7.1% 6/23/04

A3

100,000

103,214

LNR Property Corp.
10.5% 1/15/09

B1

375,000

375,000

Meditrust Corp.
7.82% 9/10/26

Ba3

360,000

345,600

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

345,000

359,663

1,855,040

TOTAL FINANCIALS

8,534,247

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.0%

Boston Scientific Corp. 6.625% 3/15/05

Baa3

110,000

103,950

Health Care Providers & Services - 0.3%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

130,000

133,250

Fountain View, Inc. 11.25% 4/15/08 (d)

Caa1

460,000

220,800

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

320,000

329,600

Triad Hospitals, Inc. 8.75% 5/1/09 (f)

B1

385,000

393,663

Unilab Corp.
12.75% 10/1/09

B3

150,000

174,000

1,251,313

TOTAL HEALTH CARE

1,355,263

INDUSTRIALS - 1.0%

Aerospace & Defense - 0.2%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

595,000

600,950

Airlines - 0.0%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

30,000

30,406

7.73% 9/15/12

Baa1

10,795

10,733

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Delta Air Lines, Inc. pass thru trust certificate 7.57% 11/18/10

Aa2

$ 30,000

$ 31,557

72,696

Commercial Services & Supplies - 0.3%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

290,000

288,550

7.625% 1/1/06

Ba3

285,000

280,725

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

210,000

205,800

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

198,000

Iron Mountain, Inc.
8.25% 7/1/11

B2

55,000

54,863

Iron Mountain, Inc.
8.625% 4/1/13

B2

215,000

215,000

Pierce Leahy Command Co. yankee 8.125% 5/15/08

B2

85,000

84,575

Pierce Leahy Corp.
9.125% 7/15/07

B2

115,000

119,025

1,446,538

Machinery - 0.1%

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

430,000

455,800

Numatics, Inc. 9.625% 4/1/08

Caa2

30,000

18,900

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

120,000

118,997

593,697

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

505,000

512,575

Road & Rail - 0.3%

Canadian National
Railway Co. yankee
6.9% 7/15/28

Baa2

150,000

139,343

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

58,097

6.46% 6/22/05

Baa2

100,000

101,200

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

220,000

225,020

TFM SA de CV yankee
0% 6/15/09 (e)

B1

970,000

824,500

1,348,160

TOTAL INDUSTRIALS

4,574,616

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

1,220,000

488,000

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.0%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 100,000

$ 101,638

IT Consulting & Services - 0.0%

Comdisco, Inc.:

6.375% 11/30/01

Caa1

75,000

57,000

7.25% 9/1/02

Caa1

95,000

72,200

129,200

Semiconductor Equipment & Products - 0.2%

Micron Technology, Inc. 6.5% 9/30/05 (j)

B3

1,000,000

860,000

TOTAL INFORMATION TECHNOLOGY

1,578,838

MATERIALS - 0.9%

Chemicals - 0.2%

Avecia Group PLC yankee 11% 7/1/09

B2

600,000

597,000

Huntsman Corp. 9.5% 7/1/07 (f)

Caa1

745,000

461,900

IMC Global, Inc.
7.4% 11/1/02

Ba2

85,000

80,538

1,139,438

Containers & Packaging - 0.3%

Applied Extrusion Technologies, Inc.
10.75% 7/1/11 (f)

B2

70,000

70,350

Crown Cork & Seal, Inc.:

6.75% 4/15/03

Caa3

50,000

24,000

7.125% 9/1/02

Caa3

285,000

163,875

7.375% 12/15/26

Caa3

100,000

37,000

8% 4/15/23

Caa3

30,000

11,100

8.375% 1/15/05

Caa3

125,000

50,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

360,000

226,800

9.75% 6/15/07

Caa1

660,000

415,800

Packaging Corp. of America 9.625% 4/1/09

B1

375,000

397,500

1,396,425

Metals & Mining - 0.3%

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

30,000

31,500

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

310,000

325,500

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

805,000

794,133

1,151,133

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.1%

Potlatch Corp.
6.25% 3/15/02

Baa3

$ 80,000

$ 77,600

Riverwood International Corp. 10.625% 8/1/07 (f)

B3

275,000

281,875

359,475

TOTAL MATERIALS

4,046,471

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 0.9%

AT&T Corp. 6.5% 3/15/29

A2

115,000

97,913

British Telecommunications PLC 7.875% 12/15/05

Baa1

100,000

105,313

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

100,000

107,282

Citizens
Communications Co.:

8.5% 5/15/06

Baa2

70,000

71,393

9.25% 5/15/11

Baa2

115,000

119,123

Deutsche Telekom International Finance BV 8.25% 6/15/30

A3

80,000

81,164

France Telecom SA:

7.2% 3/1/06 (f)

A3

50,000

51,501

8.5% 3/1/31 (f)

A3

60,000

62,747

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

401,538

0% 3/1/09 (e)

B3

250,000

182,500

8.6% 6/1/08

B2

10,000

9,750

8.875% 11/1/07

B2

25,000

24,375

Koninklijke KPN NV yankee 7.5% 10/1/05

Baa2

100,000

99,111

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

982,000

274,960

Nextel International, Inc. 12.75% 8/1/10

Caa1

170,000

52,700

NTL Communications Corp. 0% 10/1/08 (e)

B3

605,000

260,150

Telecomunicaciones de Puerto Rico, Inc.
6.65% 5/15/06

Baa1

140,000

137,740

Telefonica Europe BV
8.25% 9/15/30

A2

90,000

94,426

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

80,000

82,400

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

5,000

4,881

TELUS Corp. yankee
8% 6/1/11

Baa2

105,000

106,775

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

$ 685,000

$ 417,850

Triton PCS, Inc. 0% 5/1/08 (e)

B3

1,585,000

1,252,150

4,097,742

Wireless Telecommunication Services - 1.9%

AT&T Wireless Services, Inc. 7.875% 3/1/11 (f)

Baa2

15,000

15,038

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

230,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,440,000

1,432,800

Horizon PCS, Inc. 0% 10/1/10 (e)

Caa1

545,000

207,100

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

810,000

704,700

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

1,821,600

0% 2/15/08 (e)

B1

160,000

104,000

Orange PLC yankee
9% 6/1/09

A3

365,000

379,600

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

551,800

10.625% 7/15/10

B3

135,000

125,550

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

1,635,000

1,340,700

10.375% 11/15/09

Baa1

1,080,000

1,231,200

8,144,088

TOTAL TELECOMMUNICATION SERVICES

12,241,830

UTILITIES - 0.7%

Electric Utilities - 0.6%

AES Corp.:

9.375% 9/15/10

Ba1

600,000

600,000

9.5% 6/1/09

Ba1

185,000

188,238

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

130,000

119,076

CMS Energy Corp.:

7.5% 1/15/09

Ba3

160,000

149,600

8.375% 7/1/03

Ba3

305,000

301,950

9.875% 10/15/07

Ba3

295,000

306,800

Hydro-Quebec yankee
8.4% 3/28/25

A2

90,000

105,180

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

60,893

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (f)

A3

170,000

151,618

7.875% 12/15/26 (f)

A3

80,000

72,446

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Pacific Gas & Electric Co.:

6.75% 10/1/23

B3

$ 105,000

$ 82,950

7.05% 3/1/24

B3

55,000

44,000

7.875% 3/1/02

B3

125,000

113,750

PSI Energy, Inc. 6.65% 6/15/06 (f)

A3

65,000

64,350

Texas Utilities Co.
6.375% 1/1/08

Baa3

10,000

9,645

2,370,496

Gas Utilities - 0.0%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

25,000

24,680

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

50,000

52,219

Sempra Energy
7.95% 3/1/10

A2

40,000

39,628

116,527

Multi-Utilities - 0.1%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (f)

Baa2

540,000

540,000

TOTAL UTILITIES

3,027,023

TOTAL NONCONVERTIBLE BONDS

62,428,886

TOTAL CORPORATE BONDS

(Cost $68,503,353)

65,753,768

U.S. Government and Government Agency Obligations - 2.0%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

5.25% 6/15/06

Aaa

85,000

83,778

5.5% 5/2/06

AA-

125,000

123,750

6% 5/15/08

Aaa

350,000

352,296

6.25% 2/1/11

Aa2

65,000

64,177

7.25% 1/15/10

Aaa

200,000

214,906

7.25% 5/15/30

Aaa

105,000

113,742

Federal Home Loan Bank:

5% 2/28/03

Aaa

870,000

877,343

6.375% 11/15/02

Aaa

180,000

184,950

Freddie Mac:

5.75% 3/15/09

Aaa

510,000

501,631

5.875% 3/21/11

Aa2

205,000

196,704

6% 6/15/11

Aaa

150,000

147,840

6.875% 1/15/05

Aaa

85,000

89,356

6.875% 9/15/10

Aaa

300,000

314,859

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

3,265,332

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - 1.2%

U.S. Treasury Bills, yield at date of purchase 3.59% to 3.99% 7/12/01 (g)

-

$ 1,200,000

$ 1,198,907

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

595,000

612,475

6.25% 5/15/30

Aaa

120,000

127,105

6.875% 8/15/25

Aaa

25,000

28,027

8.125% 8/15/19

Aaa

1,080,000

1,344,762

8.875% 8/15/17

Aaa

50,000

65,633

8.875% 2/15/19

Aaa

259,000

343,175

11.25% 2/15/15

Aaa

240,000

363,149

U.S. Treasury Notes:

5.75% 8/15/03

Aaa

310,000

318,813

6.5% 2/15/10

Aaa

125,000

134,258

7% 7/15/06

Aaa

420,000

455,570

7.25% 8/15/04

Aaa

20,000

21,469

7.875% 11/15/04

Aaa

288,000

315,406

TOTAL U.S. TREASURY OBLIGATIONS

5,328,749

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $8,379,210)

8,594,081

U.S. Government Agency -
Mortgage Securities - 2.6%

Fannie Mae - 2.0%

6% 4/1/13 to 1/1/29

Aaa

979,655

966,488

6.5% 2/1/26 to 6/1/31

Aaa

3,164,531

3,118,671

7% 8/1/25 to 12/1/29

Aaa

2,167,655

2,180,444

7.5% 5/1/24 to 12/1/30

Aaa

1,533,744

1,565,687

7.5% 7/1/31 (k)

Aaa

1,130,000

1,152,600

TOTAL FANNIE MAE

8,983,890

Freddie Mac - 0.1%

7.5% 8/1/28

Aaa

109,128

111,685

Government National Mortgage Association - 0.5%

6.5% 8/15/27

Aaa

522,070

517,173

7% 7/15/28

Aaa

697,591

703,911

7.5% 1/15/26 to 8/15/28

Aaa

645,266

661,937

8% 8/15/30

Aaa

334,237

346,246

8.5% 11/15/30

Aaa

64,680

67,590

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,296,857

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $11,304,865)

11,392,432

Asset-Backed Securities - 0.2%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass thru trust 10.875% 3/15/19

Ba2

$ 158,032

$ 90,078

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

151,898

Capita Equipment Receivables Trust
6.48% 10/15/06

Baa2

100,000

99,969

CIT Marine Trust 5.8% 4/15/10

Aaa

117,414

119,121

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

5,699

5,687

CPS Auto Receivables Trust 6% 8/15/03

Aaa

33,894

33,916

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

180,000

181,041

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

130,000

130,630

Ford Credit
Auto Owner Trust:

5.71% 9/15/05

A2

35,000

34,978

6.4% 12/15/02

Aaa

50,000

50,758

7.03% 11/15/03

Aaa

24,000

24,540

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 4.5313% 2/5/03 (f)(h)

Baa2

21,631

21,570

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

52,252

UAF Auto Grantor Trust 6.1% 1/15/03 (f)

Aaa

41,470

41,333

TOTAL ASSET-BACKED SECURITIES

(Cost $1,103,042)

1,037,771

Collateralized Mortgage Obligations - 0.1%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0977% 12/29/25 (f)(h)

Ba3

124,575

59,121

Collateralized Mortgage Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

$ 100,000

$ 94,937

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

96,242

sequential pay Series 2000-49 Class A,
8% 3/18/27

Aaa

148,751

155,165

TOTAL U.S. GOVERNMENT AGENCY

346,344

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $407,679)

405,465

Commercial Mortgage Securities - 0.6%

Asset Securitization Corp. Series 1995-MD4
Class A1, 7.1% 8/13/29

AAA

196,650

204,183

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X, 1.0934% 4/15/36 (h)

Aaa

1,472,200

98,223

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI,
7.08% 11/1/07

AA

100,000

102,871

Class B, 7.48% 2/1/08

A

80,000

82,125

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A Class E, 5.2838% 1/10/13 (f)(h)

Baa1

220,000

220,274

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

199,718

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

131,688

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/29/39 (h)

-

320,000

252,221

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.114% 4/15/19 (f)(h)

-

250,000

48,750

Series 1997-B Class E, 7.8912% 9/15/19 (f)(h)

-

100,000

4,000

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12

BBB-

69,792

65,441

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (f)

Ba1

$ 250,000

$ 236,797

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(h)

Baa3

180,000

168,863

LTC Commercial Mortgage pass thru certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

398,906

Series 1998-1 Class A, 6.029% 5/30/30 (f)

AAA

100,397

99,612

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 8.6225% 1/15/03 (f)(h)

-

125,000

118,327

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

80,000

81,906

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (f)

Baa2

140,000

136,019

Class E2, 7.224% 12/15/10 (f)

Baa3

100,000

95,156

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,139,537)

2,745,080

Foreign Government and Government Agency Obligations (i) - 0.0%

United Mexican States:

8.375% 1/14/11

Baa3

70,000

70,700

9.875% 2/1/10

Baa3

80,000

87,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $151,914)

158,220

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

153,950

Floating Rate Loans - 1.8%

CONSUMER DISCRETIONARY - 0.3%

Auto Components - 0.0%

Exide Corp. Tranche B term loan 9.1162% 3/18/05 (h)

-

98,292

93,377

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 6.9733% 9/30/05 (h)

Ba2

$ 530,000

$ 535,300

Starwood Hotels & Resorts Worldwide, Inc. term loan 6.5013% 2/23/03 (h)

-

75,000

75,281

610,581

Household Durables - 0.1%

Sealy Mattress Co.:

Tranche B term loan 5.9375% 12/15/04 (h)

Ba3

91,543

92,230

Tranche C term loan 6.1875% 12/15/05 (h)

Ba3

65,864

66,358

Tranche D term loan 6.4375% 12/15/06 (h)

Ba3

86,236

86,882

245,470

Media - 0.1%

Pegasus Media & Communications, Inc. Tranche B term loan 7.3125% 4/30/05 (h)

-

228,102

222,399

TOTAL CONSUMER DISCRETIONARY

1,171,827

CONSUMER STAPLES - 0.0%

Tobacco - 0.0%

UST, Inc. Tranche B term loan 7.1579% 2/16/05 (h)

A2

198,251

200,729

FINANCIALS - 0.5%

Diversified Financials - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (h)

-

151,624

141,011

AES New York Funding Tranche B term loan 7.5625% 5/14/02 (h)

-

200,000

200,000

American Tower LP:

Tranche A term loan 6.7593% 6/30/07 (h)

Ba3

100,000

99,000

Tranche B term loan 8.01% 12/31/07 (h)

-

300,000

300,000

Charter Communication Operating LLC Tranche B term loan 6.91% 3/18/08 (h)

Ba3

730,000

720,875

Nextel Finance Co.:

Tranche B term loan 7.415% 6/30/08 (h)

Ba2

300,000

277,500

Tranche C term loan 7.75% 12/31/08 (h)

Ba2

300,000

277,500

Tritel Holding Corp. Tranche B term loan 8.4% 12/31/07 (h)

B2

230,000

228,275

2,244,161

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Oxford Health Plans, Inc. Tranche B term loan 8.2832% 6/30/06 (h)

-

$ 140,625

$ 140,977

Unilab Corp. Tranche B term loan 7.6875% 11/23/06 (h)

B1

194,278

196,464

337,441

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (h)

Ba3

137,897

136,863

Tranche C term loan 6.9399% 7/21/07 (h)

Ba3

165,476

164,235

Crown Castle Operating Co. Tranche B term loan 6.46% 3/15/08 (h)

Ba3

350,000

350,875

651,973

Machinery - 0.1%

SPX Corp. Tranche C term loan 7.1252% 12/31/07 (h)

-

249,375

249,687

TOTAL INDUSTRIALS

901,660

MATERIALS - 0.3%

Chemicals - 0.2%

Huntsman ICI
Chemicals LLC:

Tranche B term loan 7.2006% 6/30/07 (h)

-

115,940

116,955

Tranche C term loan 7.219% 6/30/08 (h)

-

211,657

213,509

Lyondell Chemical Co. sr. secured Tranche E term loan 8.5063% 5/17/06 (h)

-

392,687

401,523

PMD Group, Inc. Tranche B term loan 7.5391% 9/30/08 (h)

-

200,000

202,000

933,987

Containers & Packaging - 0.1%

Packaging Corp. of America Tranche B term loan 5.75% 6/29/07 (h)

-

168,058

168,058

U.S. Can Corp. Tranche B term loan 8.33% 10/4/08 (h)

-

99,306

98,313

266,371

TOTAL MATERIALS

1,200,358

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.2%

Insight Midwest Holdings LLC Tranche B term loan 6.5625% 12/31/09 (h)

-

$ 500,000

$ 502,500

Triton PCS, Inc. Tranche B term loan 6.9063% 2/4/07 (h)

-

500,000

496,250

998,750

Wireless Telecommunication Services - 0.2%

Microcell Telecommunications, Inc. Tranche E term loan 7.22% 3/1/06 (h)

-

500,000

450,000

Spectrasite Communications, Inc. Tranche B term loan 7.5967% 6/30/06 (h)

-

130,000

123,175

Western Wireless Corp. Tranche A term loan 6.16% 3/31/08 (h)

Ba2

400,000

396,000

969,175

TOTAL TELECOMMUNICATION SERVICES

1,967,925

TOTAL FLOATING RATE LOANS

(Cost $8,151,542)

8,024,101

Commercial Paper - 0.1%

British Telecommunications PLC 4.8538% 10/9/01 (h)
(Cost $249,864)

250,000

249,170

Money Market Funds - 4.4%

Shares

Fidelity Cash Central Fund, 4.09% (c)

12,307,214

12,307,214

Fidelity Money Market Central Fund, 4.21% (c)

6,797,743

6,797,743

Fidelity Securities Lending
Cash Central Fund, 4.02% (c)

411,900

411,900

TOTAL MONEY MARKET FUNDS

(Cost $19,516,857)

19,516,857

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $453,197,394)

442,340,830

NET OTHER ASSETS - 0.3%

1,502,236

NET ASSETS - 100%

$ 443,843,066

Futures Contracts

Expiration
Date

Underlying
Face Amount at Value

Unrealized
Gain/(Loss)

Purchased

59 S&P 500 Stock Index Contracts

Sept. 2001

$ 18,167,575

$ (893,220)

The face value of futures purchased as a percentage of net assets - 4.1%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,471,990 or 2.6% of net assets.

(g) 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 $1,098,998.

(h) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(i) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

11/1/99

$ 787,500

(k) Security purchased on a delayed or when-issued basis.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

5.6%

AAA, AA, A

5.0%

Baa

2.8%

BBB

2.2%

Ba

2.9%

BB

3.1%

B

7.7%

B

7.6%

Caa

1.6%

CCC

1.2%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.1%. FMR has determined that unrated debt securities that are lower quality account for 1.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $82,303,653 and $98,871,212, respectively of which long-term U.S. Government and government agency obligations aggregated $13,896,750 and $19,170,340, respectively.

The market value of futures contracts opened and closed during the period amounted to $41,016,688 and $39,597,351, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $860,000 or 0.2% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these instruments amounted to $8,024,101 or 1.8% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $452,830,695. Net unrealized depreciation aggregated $10,489,865, of which $51,469,211 related to appreciated investment securities and $61,959,076 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $395,844) (cost $453,197,394) - See accompanying schedule

$ 442,340,830

Cash

330,529

Receivable for investments sold

2,194,390

Receivable for fund shares sold

276,530

Dividends receivable

208,534

Interest receivable

1,387,691

Receivable for daily variation on futures contracts

69,325

Other receivables

219

Total assets

446,808,048

Liabilities

Payable for investments purchased
Regular delivery

$ 1,053,955

Delayed delivery

1,160,722

Payable for fund shares redeemed

53,249

Accrued management fee

216,496

Distribution fees payable

1,973

Other payables and
accrued expenses

66,687

Collateral on securities loaned,
at value

411,900

Total liabilities

2,964,982

Net Assets

$ 443,843,066

Net Assets consist of:

Paid in capital

$ 460,545,821

Undistributed net investment income

7,817,905

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(12,770,891)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(11,749,769)

Net Assets

$ 443,843,066

Initial Class:
Net Asset Value, offering price
and redemption price per share ($427,590,466 ÷ 33,438,967 shares)

$12.79

Service Class:
Net Asset Value, offering price and redemption price per share ($10,997,633 ÷ 865,147 shares)

$12.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($5,254,967 ÷ 414,647 shares)

$12.67

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 1,957,179

Interest

5,732,568

Security lending

9,500

Total income

7,699,247

Expenses

Management fee

$ 1,334,813

Transfer agent fees

152,804

Distribution fees

10,901

Accounting and security lending fees

87,698

Non-interested trustees' compensation

818

Custodian fees and expenses

12,669

Audit

13,654

Legal

1,136

Reports to shareholders

37,486

Miscellaneous

214

Total expenses before reductions

1,652,193

Expense reductions

(2,471)

1,649,722

Net investment income

6,049,525

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(11,815,323)

Foreign currency transactions

17

Futures contracts

(1,884,444)

(13,699,750)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(20,591,335)

Assets and liabilities in
foreign currencies

(28)

Futures contracts

(57,317)

(20,648,680)

Net gain (loss)

(34,348,430)

Net increase (decrease) in net assets resulting from operations

$ (28,298,905)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 6,049,525

$ 14,340,647

Net realized gain (loss)

(13,699,750)

16,729,357

Change in net unrealized appreciation (depreciation)

(20,648,680)

(102,678,511)

Net increase (decrease) in net assets resulting from operations

(28,298,905)

(71,608,507)

Distributions to shareholders
From net investment income

(13,343,864)

(11,727,781)

From net realized gain

(16,105,049)

(47,570,525)

Total distributions

(29,448,913)

(59,298,306)

Share transactions - net increase (decrease)

3,885,938

37,231,520

Total increase (decrease) in net assets

(53,861,880)

(93,675,293)

Net Assets

Beginning of period

497,704,946

591,380,239

End of period (including undistributed net investment income of $7,817,905 and $15,347,357, respectively)

$ 443,843,066

$ 497,704,946

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

1,407,564

$ 18,498,741

3,923,103

$ 63,060,473

Reinvested

2,071,741

28,507,156

3,619,549

58,129,957

Redeemed

(3,502,317)

(45,740,931)

(5,674,304)

(91,790,709)

Net increase (decrease)

(23,012)

$ 1,264,966

1,868,348

$ 29,399,721

Service Class
Sold

49,805

$ 662,883

313,089

$ 5,014,523

Reinvested

53,533

732,326

72,504

1,157,887

Redeemed

(107,714)

(1,378,918)

(108,353)

(1,714,212)

Net increase (decrease)

(4,376)

$ 16,291

277,240

$ 4,458,198

Service Class 2 A
Sold

195,646

$ 2,557,350

230,119

$ 3,591,200

Reinvested

15,343

209,431

655

10,461

Redeemed

(12,526)

(162,100)

(14,590)

(228,060)

Net increase (decrease)

198,463

$ 2,604,681

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 12,927,664

$ 11,501,649

Service Class

322,572

224,107

Service Class 2 A

93,628

2,025

Total

$ 13,343,864

$ 11,727,781

From net realized gain
Initial Class

$ 15,579,492

$ 46,628,308

Service Class

409,754

933,781

Service Class 2 A

115,803

8,436

Total

$ 16,105,049

$ 47,570,525

$ 29,448,913

$ 59,298,306

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.17 D

.42D

.40D

.41D

.36D

.21

Net realized and unrealized gain (loss)

(.93)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(.76)

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.39)

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(.86)

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 12.79

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(5.69)%

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 427,590

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.72% A

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after
all expense reductions

.72% A

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.65% A

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

38% A

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.16

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(.93)

(2.50)

2.03

2.14

.34

Total from investment operations

(.77)

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.37)

(.36)

(.41)

(.34)

-

From net realized gain

(.47)

(1.50)

(.68)

(1.59)

-

Total distributions

(.84)

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 12.71

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(5.79)%

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,998

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.82% A

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after all expense reductions

.82% A

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.54% A

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

38% A

147%

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.30

$ 17.78

Income from Investment Operations

Net investment income D

.15

.34

Net realized and unrealized gain (loss)

(.93)

(1.96)

Total from investment operations

(.78)

(1.62)

Less Distributions

From net investment income

(.38)

(.36)

From net realized gain

(.47)

(1.50)

Total distributions

(.85)

(1.86)

Net asset value, end of period

$ 12.67

$ 14.30

Total Return B, C

(5.88)%

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,255

$ 3,091

Ratio of expenses to average net assets

.98% A

.97% A

Ratio of expenses to average net assets after all expense reductions

.98% A

.95% A, F

Ratio of net investment income to average net assets

2.38% A

2.33% A

Portfolio turnover rate

38% A

147%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflects a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class 2

-5.57%

9.07%

9.17%

Fidelity Balanced 60/40 Composite

-4.78%

12.02%

14.54%

S&P 500

-14.83%

14.48%

18.30%

LB Aggregate Bond

11.23%

7.48%

8.33%

Variable Annuity Balanced Funds Average

-0.54%

10.31%

n/a

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity balanced funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 71 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $17,681 - a 76.81% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $29,783 - a 197.83% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,811 - a 68.11% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,140 - a 141.40% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

General Electric Co.

2.6

Microsoft Corp.

2.1

Philip Morris Companies, Inc.

1.5

Pfizer, Inc.

1.4

Citigroup, Inc.

1.4

9.0

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

14.2

Information Technology

11.0

Consumer Discretionary

10.1

Health Care

7.3

Industrials

7.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

58.9%

Bonds

37.8%

Short-Term Investments and Net Other Assets

3.1%

Other Investments

0.2%

* Foreign investments 4.3%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Fund Talk: The Managers' Overview

(Portfolio Manager photograph)
(Portfolio Manager photograph)

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant (left), manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the six months that ended June 30, 2001, the fund outperformed both the Fidelity Balanced 60/40 Composite Index and the variable annuity balanced funds average tracked by Lipper Inc., which returned -2.43% and -1.72%, respectively. For the 12 months that ended June 30, 2001, the fund lagged the Fidelity Composite index and Lipper average, which returned -4.78% and -0.54%, respectively.

Q. Why did the fund beat its benchmark and peer group average during the past six months?

J.A. The fund's defensive posture, which hurt performance in previous reporting periods, helped this time around on both fronts. A good portion of our advantage relative to the index in particular came from equities due to our underweighting in technology, by far the market's worst performing sector during the period. Within the sector, my focus was on further reducing exposure to higher-volatility names that were trading at high valuations and whose fundamentals were deteriorating amid a slowing economy. This strategy had us holding a much smaller concentration than the index in some of tech's fallen stars - namely Nortel, Cisco, Corning and Oracle - which suffered precipitous declines. Underweighting just these four stocks accounted for more than half of our relative advantage. Equally important were the stocks on which I had a positive stance. Given the Federal Reserve Board's strong bias toward lowering interest rates, I increased the fund's weighting in more-cyclically oriented tech stocks, which tend to outperform in anticipation of an improving economy. I found plenty of mid-caps in both the semiconductor and semiconductor-capital equipment spaces early in the period that were trading at particularly attractive valuations. I emphasized a handful of stocks, including NVIDIA, KLA Tencor, LAM Research and Novellus, which bucked the downturn and performed extremely well. On top of our cyclical positioning, I had a sizable stable-growth component in the portfolio that also fared well. Names such as McGraw-Hill were reliable "steady Eddies" that successfully navigated a challenging market backdrop. Some of the stocks I've mentioned thus far were no longer held at the end of the period.

Q. What other stocks had a big influence on performance during the period?

J.A. Philip Morris was another great stock to have in a volatile market environment. Improving fundamentals at the food, tobacco and beverage giant helped it overcome a slowing economy and soundly beat earnings estimates. The impending spin-off of its Kraft Foods division unleashed more value in the company and further boosted the stock. Alcoa benefited from the emerging power shortages plaguing the western U.S., electing to idle its aluminum production in certain regions and sell its high-priced power back to the grid operators. On the down side, our financial holdings generally disappointed. We bought brokerage stocks in the fourth quarter of 2000 when they ran up, but elected not to sell them early in 2001 as they corrected, which was a mistake. I still own many of the brokers, such as Charles Schwab, because I feel they're a good place to be over the long term. I also got caught holding too much American Express, as the stock slumped when business began to slow. The fund's health care exposure further restrained performance. One stock, Schering-Plough, did most of the damage, falling nearly 36% during the period.

Q. Turning to you, Kevin, how did the fund's bond subportfolio fare?

K.G. It was a significant contributor to performance during the past six months. Aggressive Fed easing and a steepening yield curve provided a favorable backdrop for our investment-grade holdings, which gained an advantage on the index primarily through our emphasis on the spread sectors - particularly corporate bonds - which handily outperformed Treasuries. Curve positioning was critical, as we were overweighted in the intermediate part of the curve where most of the returns were concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key, and I managed to capitalize on the volatility that marked the corporate market during the period. Finally, diversification proved invaluable, as I was able to avoid several major credit problems pervading the period, most notably the meltdown in the technology space and the California utility debacle.

Q. John, what's your outlook?

J.A. I expect market volatility to continue until the end of the summer, when we'll be better able to gauge the timing of an economic recovery. While the flagging economy may not turn this calendar year, I still think that lower interest rates and a federal tax cut will ultimately stimulate growth. So, I feel pretty bullish, yet fully cognizant of the fact that we probably have some more pain to endure between now and then. In the meantime, I like how the fund is currently positioned, maintaining a balanced weighting of cyclically oriented stocks and more stable growth names.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks both income and growth of capital

Start date: January 3, 1995

Size: as of June 30, 2001, more than $296 million

Manager: John Avery, since 1998, and Kevin Grant since 1996; John Avery joined Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 53.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.3%

Auto Components - 0.1%

TRW, Inc.

10,200

$ 418,200

Automobiles - 0.2%

Ford Motor Co.

18,800

461,540

Hotels Restaurants & Leisure - 0.0%

Six Flags, Inc. (a)

3,400

71,536

Household Durables - 0.7%

Black & Decker Corp.

11,800

465,628

Maytag Corp.

14,900

435,974

Mohawk Industries, Inc. (a)

17,900

630,080

Whirlpool Corp.

7,600

475,000

2,006,682

Media - 3.6%

AOL Time Warner, Inc. (a)

48,812

2,587,036

AT&T Corp. - Liberty Media Group Class A (a)

45,700

799,293

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

2

Clear Channel Communications, Inc. (a)

5,900

369,930

General Motors Corp. Class H

19,200

388,800

McGraw-Hill Companies, Inc.

29,100

1,924,965

NTL, Inc. warrants 10/14/08 (a)

199

1,194

Omnicom Group, Inc.

16,600

1,427,600

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

38

Viacom, Inc. Class B (non-vtg.) (a)

41,711

2,158,524

Walt Disney Co.

31,400

907,146

10,564,528

Multiline Retail - 1.5%

Costco Wholesale Corp. (a)

16,700

700,231

Dillards, Inc. Class A

31,200

476,424

Federated Department Stores, Inc. (a)

13,400

569,500

JCPenney Co., Inc.

17,100

450,756

Kmart Corp. (a)

53,200

610,204

Sears, Roebuck & Co.

1,900

80,389

Wal-Mart Stores, Inc.

33,100

1,615,280

4,502,784

Specialty Retail - 1.2%

AutoNation, Inc.

3,700

42,920

Gap, Inc.

25,900

751,100

Home Depot, Inc.

29,750

1,384,863

Lowe's Companies, Inc.

8,900

645,695

Mothers Work, Inc. (a)(k)

3

22

Staples, Inc. (a)

54,600

820,092

3,644,692

TOTAL CONSUMER DISCRETIONARY

21,669,962

CONSUMER STAPLES - 4.3%

Beverages - 0.9%

Anheuser-Busch Companies, Inc.

12,500

515,000

Shares

Value (Note 1)

PepsiCo, Inc.

19,000

$ 839,800

The Coca-Cola Co.

27,600

1,242,000

2,596,800

Food & Drug Retailing - 0.3%

Rite Aid Corp. (a)

75,800

682,200

Rite Aid Corp. (a)(k)

29,000

234,900

Rite Aid Corp. warrants 6/27/06 (a)(k)

4,243

21,215

938,315

Food Products - 0.1%

Quaker Oats Co.

3,700

337,625

Household Products - 0.9%

Colgate-Palmolive Co.

12,600

743,274

Kimberly-Clark Corp.

12,100

676,390

Procter & Gamble Co.

18,200

1,161,160

2,580,824

Personal Products - 0.6%

Gillette Co.

64,900

1,881,451

Tobacco - 1.5%

Philip Morris Companies, Inc.

84,500

4,288,375

TOTAL CONSUMER STAPLES

12,623,390

ENERGY - 3.1%

Energy Equipment & Services - 0.9%

Baker Hughes, Inc.

23,900

800,650

Diamond Offshore Drilling, Inc.

10,200

337,110

Halliburton Co.

15,200

541,120

Schlumberger Ltd. (NY Shares)

9,300

489,645

Transocean Sedco Forex, Inc.

10,400

429,000

2,597,525

Oil & Gas - 2.2%

Chevron Corp.

10,600

959,300

Conoco, Inc. Class B

32,300

933,470

Exxon Mobil Corp.

44,366

3,875,370

Royal Dutch Petroleum Co. (NY Shares)

16,200

943,974

6,712,114

TOTAL ENERGY

9,309,639

FINANCIALS - 9.6%

Banks - 2.0%

Bank of America Corp.

33,900

2,035,017

Bank of New York Co., Inc.

40,900

1,963,200

FleetBoston Financial Corp.

19,100

753,495

Pacific Century Financial Corp.

31,500

812,385

U.S. Bancorp

20,000

455,800

6,019,897

Diversified Financials - 5.6%

American Express Co.

30,500

1,183,400

Bear Stearns Companies, Inc.

7,700

454,069

Charles Schwab Corp.

79,250

1,212,525

Citigroup, Inc.

78,900

4,169,076

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Fannie Mae

22,600

$ 1,924,390

Freddie Mac

28,200

1,974,000

Household International, Inc.

9,100

606,970

J.P. Morgan Chase & Co.

44,300

1,975,780

Merrill Lynch & Co., Inc.

26,600

1,576,050

Morgan Stanley Dean Witter & Co.

23,700

1,522,251

16,598,511

Insurance - 2.0%

AFLAC, Inc.

19,300

607,757

Allstate Corp.

17,600

774,224

American International Group, Inc.

48,150

4,140,900

Conseco, Inc.

22,800

311,220

5,834,101

TOTAL FINANCIALS

28,452,509

HEALTH CARE - 7.1%

Biotechnology - 0.5%

Amgen, Inc. (a)

18,600

1,154,130

Immunex Corp. (a)

22,500

383,625

1,537,755

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc.

17,400

630,576

Becton, Dickinson & Co.

18,100

647,799

Guidant Corp. (a)

24,200

871,200

Medtronic, Inc.

20,200

929,402

St. Jude Medical, Inc. (a)

14,200

852,000

3,930,977

Health Care Providers & Services - 0.3%

Cardinal Health, Inc.

6,800

469,200

McKesson HBOC, Inc.

13,300

493,696

962,896

Pharmaceuticals - 4.9%

Allergan, Inc.

5,700

487,350

American Home Products Corp.

33,700

1,969,428

Bristol-Myers Squibb Co.

40,400

2,112,920

Eli Lilly & Co.

18,400

1,361,600

Johnson & Johnson

18,000

900,000

Merck & Co., Inc.

21,900

1,399,629

Pfizer, Inc.

105,300

4,217,265

Pharmacia Corp.

9,400

431,930

Schering-Plough Corp.

44,100

1,598,184

14,478,306

TOTAL HEALTH CARE

20,909,934

INDUSTRIALS - 6.3%

Aerospace & Defense - 0.5%

General Dynamics Corp.

17,300

1,346,113

Shares

Value (Note 1)

Building Products - 0.3%

Masco Corp.

32,200

$ 803,712

Commercial Services & Supplies - 0.2%

ANC Rental Corp. (a)

462

1,848

Ecolab, Inc.

14,800

606,356

608,204

Electrical Equipment - 0.1%

Molex, Inc. Class A (non-vtg.)

8,100

238,545

Industrial Conglomerates - 3.6%

General Electric Co.

159,400

7,770,750

Minnesota Mining & Manufacturing Co.

8,200

935,620

Tyco International Ltd.

38,570

2,102,065

10,808,435

Machinery - 1.2%

Albany International Corp. Class A (a)

20,700

391,230

Caterpillar, Inc.

16,100

805,805

Danaher Corp.

13,100

733,600

Eaton Corp.

10,000

701,000

Illinois Tool Works, Inc.

7,900

500,070

Ingersoll-Rand Co.

12,800

527,360

3,659,065

Road & Rail - 0.4%

Norfolk Southern Corp.

16,000

331,200

Union Pacific Corp.

16,200

889,542

1,220,742

TOTAL INDUSTRIALS

18,684,816

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 0.8%

CIENA Corp. (a)

5,300

201,771

Cisco Systems, Inc. (a)

50,600

980,122

Comverse Technology, Inc. (a)

7,500

432,075

Harris Corp.

8,500

231,285

Motorola, Inc.

34,300

568,008

2,413,261

Computers & Peripherals - 1.6%

Dell Computer Corp. (a)

38,000

1,029,800

EMC Corp. (a)

13,300

386,365

Hewlett-Packard Co.

8,600

245,960

International Business Machines Corp.

18,900

2,135,700

Sun Microsystems, Inc. (a)

51,000

826,200

4,624,025

Electronic Equipment & Instruments - 1.3%

Agilent Technologies, Inc. (a)

11,700

380,250

Amphenol Corp. Class A (a)

9,600

384,480

Arrow Electronics, Inc. (a)

11,200

272,048

Avnet, Inc.

25,882

580,274

AVX Corp.

18,200

382,200

Insilco Corp. warrants 8/15/07 (a)

60

0

KEMET Corp. (a)

18,500

366,485

Millipore Corp.

9,300

576,414

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

PerkinElmer, Inc.

11,200

$ 308,336

Tektronix, Inc. (a)

7,300

198,195

Thermo Electron Corp. (a)

15,000

330,300

3,778,982

Semiconductor Equipment & Products - 4.2%

Applied Materials, Inc. (a)

8,800

452,584

ASML Holding NV (NY Shares) (a)

15,000

338,250

Atmel Corp. (a)

24,200

313,390

Axcelis Technologies, Inc.

11,700

175,149

Cabot Microelectronics Corp. (a)

6,000

375,060

Cypress Semiconductor Corp. (a)

23,300

555,705

Fairchild Semiconductor International, Inc. Class A (a)

51,100

1,175,300

Helix Technology, Inc.

16,900

515,112

Hynix Semiconductor, Inc. (a)

79,300

170,429

Integrated Circuit Systems, Inc. (a)

28,900

551,990

Integrated Device Technology, Inc. (a)

15,100

454,208

Intel Corp.

40,000

1,219,600

Intersil Corp. Class A (a)

11,900

406,980

KLA-Tencor Corp. (a)

11,500

675,050

LAM Research Corp. (a)

23,700

712,185

LTX Corp. (a)

17,300

444,956

Mattson Technology, Inc. (a)

5,000

84,900

Micron Technology, Inc. (a)

37,200

1,528,920

National Semiconductor Corp. (a)

18,800

547,456

Teradyne, Inc. (a)

51,200

1,694,720

Varian Semiconductor Equipment Associates, Inc. (a)

5,400

219,240

12,611,184

Software - 2.8%

Computer Associates International, Inc.

21,500

774,000

Microsoft Corp. (a)

87,600

6,308,076

NVIDIA Corp. (a)

13,900

1,279,773

8,361,849

TOTAL INFORMATION TECHNOLOGY

31,789,301

MATERIALS - 2.3%

Chemicals - 1.0%

Dow Chemical Co.

27,900

927,675

E.I. du Pont de Nemours and Co.

15,104

728,617

Praxair, Inc.

28,200

1,325,400

2,981,692

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

5,600

277,144

Shares

Value (Note 1)

Metals & Mining - 0.9%

Alcan, Inc.

17,800

$ 750,092

Alcoa, Inc.

44,700

1,761,180

2,511,272

Paper & Forest Products - 0.3%

Georgia-Pacific Group

8,300

280,955

International Paper Co.

19,400

692,580

973,535

TOTAL MATERIALS

6,743,643

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 2.0%

AT&T Corp.

37,504

825,088

BellSouth Corp.

31,900

1,284,613

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

70

1

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

145

warrants 1/15/07 (CV ratio .6) (a)

50

25

McCaw International Ltd. warrants 4/16/07 (a)(f)

290

290

Ono Finance PLC rights 5/31/09 (a)(f)

210

630

Qwest Communications International, Inc.

14,200

452,554

SBC Communications, Inc.

35,070

1,404,904

Verizon Communications

34,200

1,829,700

5,797,950

UTILITIES - 0.5%

Electric Utilities - 0.3%

AES Corp. (a)

22,600

972,930

Multi-Utilities - 0.2%

Enron Corp.

10,400

509,600

TOTAL UTILITIES

1,482,530

TOTAL COMMON STOCKS

(Cost $133,018,661)

157,463,674

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

6,717

134

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

6,466

$ 688,629

PRIMEDIA, Inc. Series F, $9.20

4,135

314,260

1,002,889

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,736

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

253,191

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,305,816

TOTAL PREFERRED STOCKS

(Cost $1,284,665)

1,305,950

Corporate Bonds - 13.2%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (f)

-

$ 50,000

56,750

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

B1

200,000

122,000

TOTAL CONVERTIBLE BONDS

178,750

Nonconvertible Bonds - 13.1%

CONSUMER DISCRETIONARY - 2.5%

Auto Components - 0.0%

Accuride Corp. 9.25% 2/1/08

B2

100,000

65,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

125,000

76,250

141,250

Hotels Restaurants & Leisure - 0.5%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

170,000

176,800

Extended Stay America, Inc. 9.875% 6/15/11 (f)

B2

120,000

119,100

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

$ 90,000

$ 90,900

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

300,000

303,000

Park Place Entertainment Corp. 8.125% 5/15/11 (f)

Ba2

160,000

158,800

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

200,000

190,692

Six Flags, Inc. 9.5% 2/1/09 (f)

B3

200,000

199,500

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

150,000

153,000

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

190,000

203,300

1,595,092

Household Durables - 0.1%

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

20,000

19,350

Ryland Group, Inc. 9.125% 6/15/11

B1

160,000

158,400

177,750

Media - 1.8%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

270,000

251,100

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

151,500

British Sky Broadcasting Group PLC yankee 8.2% 7/15/09

Ba1

650,000

642,694

Cable Satisfaction International, Inc. yankee 12.75% 3/1/10

Caa2

200,000

100,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (d)

B2

385,000

257,950

8.25% 4/1/07

B2

180,000

169,200

10.75% 10/1/09

B2

70,000

72,100

Continental Cablevision, Inc. 8.3% 5/15/06

A3

115,000

123,819

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

710,000

397,600

Granite Broadcasting Corp. 10.375% 5/15/05

Caa1

91,000

60,060

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

507,690

News America, Inc. 7.28% 6/30/28

Baa3

200,000

178,800

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

40,000

40,000

NTL, Inc. 0% 4/1/08 (d)

B3

260,000

119,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

$ 170,000

$ 171,700

Quebecor Media, Inc. 11.125% 7/15/11 (f)

B2

120,000

119,700

Radio One, Inc. 8.875% 7/1/11 (f)

B3

220,000

220,000

Telemundo Holdings, Inc. 0% 8/15/08 (d)

B3

10,000

7,700

Telewest PLC yankee 11% 10/1/07

B2

555,000

460,650

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

150,000

161,634

Time Warner, Inc. 8.18% 8/15/07

Baa1

910,000

985,412

UIH Australia/Pacific, Inc.

14% 5/15/06

Caa2

410,000

123,000

5,321,909

Multiline Retail - 0.1%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

20,000

16,600

6.5% 6/15/02

Baa3

100,000

98,500

6.9% 8/15/26

Ba2

50,000

48,000

7.375% 6/15/04

Ba2

20,000

19,100

7.375% 8/15/08

Ba2

35,000

31,150

7.4% 4/1/37

Ba2

20,000

18,400

7.6% 4/1/07

Ba2

10,000

9,250

7.95% 4/1/17

Ba2

15,000

12,150

253,150

TOTAL CONSUMER DISCRETIONARY

7,489,151

CONSUMER STAPLES - 0.3%

Food & Drug Retailing - 0.1%

Rite Aid Corp.:

11.25% 7/1/08 (f)

Caa2

40,000

40,300

12.5% 9/15/06 (f)

-

215,000

232,200

272,500

Household Products - 0.0%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

44,211

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Tobacco - 0.2%

Philip Morris Companies, Inc. 6.95% 6/1/06

A2

$ 500,000

$ 510,925

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

200,000

202,892

713,817

TOTAL CONSUMER STAPLES

1,030,528

ENERGY - 0.2%

Oil & Gas - 0.2%

Chesapeake Energy Corp. 8.125% 4/1/11 (f)

B2

360,000

336,600

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

185,000

192,339

528,939

FINANCIALS - 4.6%

Banks - 1.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

503,670

Bank One Corp. 7.875% 8/1/10

A1

400,000

428,756

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

475,990

BankBoston Corp. 6.625% 2/1/04

A3

200,000

204,286

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

350,165

8.55% 9/29/49 (e)(f)

Aa2

145,000

155,898

Capital One Bank 6.375% 2/15/03

Baa2

250,000

250,520

First Union Corp. 7.55% 8/18/05

A1

715,000

756,606

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

288,013

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

172,883

7.125% 4/22/04

Baa2

80,000

82,317

7.375% 9/17/04

Baa2

160,000

166,210

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

100,947

6.875% 11/15/02

Baa2

300,000

306,564

4,242,825

Diversified Financials - 2.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

250,000

253,818

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

252,415

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

205,000

209,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

$ 225,000

$ 227,813

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

189,050

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

415,220

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

200,000

199,758

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

100,000

101,485

Ford Motor Credit Co.:

6.875% 2/1/06

A2

150,000

152,907

7.375% 2/1/11

A2

100,000

101,463

7.875% 6/15/10

A2

550,000

576,763

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

300,000

308,478

7.5% 7/15/05

A2

500,000

522,840

7.75% 1/19/10

A2

200,000

210,372

Household Finance Corp. 6.5% 1/24/06

A2

150,000

152,495

HSBC Capital Funding LP 9.547% 12/31/49 (e)(f)

A1

200,000

225,256

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

350,000

371,000

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

300,000

302,199

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

140,000

143,028

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

200,000

208,440

7.875% 11/15/10

Baa2

315,000

331,566

PTC International Finance BV yankee 0% 7/1/07 (d)

B2

190,000

161,500

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

250,000

262,330

SESI LLC 8.875% 5/15/11 (f)

B1

115,000

113,850

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

366,701

6.875% 11/15/28

Baa1

390,000

327,748

TCI Communications
Financing III 9.65% 3/31/27

A3

180,000

196,429

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

104,000

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

160,000

151,598

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

300,000

324,624

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

208,000

7,672,246

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Real Estate - 0.5%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 99,161

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

513,075

EOP Operating LP:

6.625% 2/15/05

Baa1

200,000

203,326

6.75% 2/15/08

Baa1

100,000

98,431

ERP Operating LP 7.1% 6/23/04

A3

200,000

206,428

Meditrust Corp. 7.82% 9/10/26

Ba3

155,000

148,800

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,983

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

200,000

208,500

1,547,704

TOTAL FINANCIALS

13,462,775

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

DaVita, Inc. 9.25% 4/15/11 (f)

B2

155,000

158,875

Tenet Healthcare Corp. 8.625% 1/15/07

Ba3

130,000

133,900

Unilab Corp. 12.75% 10/1/09

B3

70,000

81,200

373,975

INDUSTRIALS - 0.9%

Aerospace & Defense - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa3

435,000

447,232

Airlines - 0.1%

Air Canada 10.25% 3/15/11

B1

75,000

69,000

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

70,000

70,947

7.73% 9/15/12

Baa1

24,288

24,149

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

Aa2

70,000

73,634

7.92% 11/18/10

Aa3

50,000

52,383

290,113

Building Products - 0.1%

American Standard, Inc. 7.375% 2/1/08

Ba2

310,000

306,900

Commercial Services & Supplies - 0.1%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

39,200

Iron Mountain, Inc. 10.125% 10/1/06

B2

160,000

168,800

208,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - 0.2%

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

$ 500,000

$ 495,820

Marine - 0.0%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

50,000

50,750

Road & Rail - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

484,140

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

347,759

831,899

TOTAL INDUSTRIALS

2,630,714

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Crown Castle International Corp. 10.75% 8/1/11

B3

265,000

257,050

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

280,000

266,000

523,050

Internet Software & Services - 0.0%

Concentric Network Corp. 12.75% 12/15/07

B

160,000

51,200

IT Consulting & Services - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

300,000

228,000

7.25% 9/1/02

Caa1

250,000

190,000

418,000

TOTAL INFORMATION TECHNOLOGY

992,250

MATERIALS - 0.4%

Chemicals - 0.2%

Huntsman Corp. 9.5% 7/1/07 (f)

Caa1

210,000

130,200

IMC Global, Inc. 10.875% 6/1/08 (f)

Ba1

110,000

108,900

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

158,000

Methanex Corp. yankee 7.4% 8/15/02

Ba1

325,000

323,375

720,475

Containers & Packaging - 0.1%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11 (f)

B2

170,000

170,850

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Metals & Mining - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

$ 109,000

$ 114,450

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

185,000

182,503

296,953

TOTAL MATERIALS

1,188,278

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.9%

AT&T Corp. 6.5% 3/15/29

A2

430,000

366,111

British Telecommunications PLC 7.875% 12/15/05

Baa1

400,000

421,253

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (f)

Baa1

700,000

750,974

Citizens Communications Co.:

8.5% 5/15/06

Baa2

165,000

168,284

9.25% 5/15/11

Baa2

275,000

284,859

France Telecom SA 7.2% 3/1/06 (f)

A3

500,000

515,005

Hyperion Telecommunications, Inc. 12% 11/1/07

Caa1

190,000

77,900

Intermedia Communications, Inc. 0% 3/1/09 (d)

B3

240,000

175,200

Jazztel PLC yankee 14% 4/1/09

Caa1

180,000

68,400

Koninklijke KPN NV 8% 10/1/10

Baa2

457,000

435,516

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

420,000

117,600

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

SBC Communications, Inc. 5.75% 5/2/06

Aa3

510,000

502,687

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

220,000

216,449

Telefonica Europe BV 8.25% 9/15/30

A2

65,000

68,197

Telefonos de Mexico SA de CV 8.25% 1/26/06 (f)

Baa3

350,000

360,500

Teleglobe Canada, Inc. yankee 7.7% 7/20/29

Baa1

136,000

132,765

TELUS Corp. yankee 7.5% 6/1/07

Baa2

500,000

507,500

Triton PCS, Inc. 9.375% 2/1/11

B3

260,000

249,600

5,614,900

Wireless Telecommunication Services - 0.5%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (f)

Baa2

200,000

207,808

Echostar Broadband Corp. 10.375% 10/1/07

B1

380,000

378,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Millicom International Cellular SA yankee 13.5% 6/1/06

Caa1

$ 211,000

$ 183,570

Nextel Communications, Inc. 0% 10/31/07 (d)

B1

600,000

396,000

Powertel, Inc. 11.125% 6/1/07

Baa1

160,000

173,600

1,339,078

TOTAL TELECOMMUNICATION SERVICES

6,953,978

UTILITIES - 1.4%

Electric Utilities - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

235,000

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

300,000

274,791

CMS Energy Corp. 8.375% 7/1/03

Ba3

220,000

217,800

Hydro-Quebec 6.3% 5/11/11

A2

700,000

688,709

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

152,234

Israel Electric Corp. Ltd. 7.75% 12/15/27 (f)

A3

545,000

486,069

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

75,000

82,226

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

160,000

144,000

6.25% 3/1/04

B3

60,000

52,200

6.75% 10/1/23

B3

170,000

134,300

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

38,580

2,888,634

Gas Utilities - 0.3%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

70,000

69,104

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

193,806

7.625% 11/15/10

A3

135,000

141,453

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

500,000

522,185

Sempra Energy 7.95% 3/1/10

A2

95,000

94,116

1,020,664

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Multi-Utilities - 0.1%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (f)

Baa2

$ 240,000

$ 240,000

TOTAL UTILITIES

4,149,298

TOTAL NONCONVERTIBLE BONDS

38,799,886

TOTAL CORPORATE BONDS

(Cost $39,836,220)

38,978,636

U.S. Government and
Government Agency Obligations - 9.1%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

5.25% 6/15/06

Aaa

530,000

522,379

5.5% 5/2/06

AA-

350,000

346,500

6.25% 2/1/11

Aa2

165,000

162,911

7.125% 6/15/10

Aaa

320,000

341,549

7.25% 1/15/10

Aaa

310,000

333,104

7.25% 5/15/30

Aaa

1,045,000

1,132,008

Freddie Mac:

5.75% 3/15/09

Aaa

700,000

688,513

5.875% 3/21/11

Aa2

1,230,000

1,180,222

6% 6/15/11

Aaa

350,000

344,960

6.75% 3/15/31

Aaa

755,000

769,745

6.875% 1/15/05

Aaa

1,650,000

1,734,563

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Class 2-E, 9.4% 5/15/02

Aaa

7,729

7,927

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,564,381

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bills, yield at date of purchase 3.92%
to 4% 7/5/01 to 7/12/01 (h)

-

1,000,000

999,419

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

2,655,000

2,749,996

11.25% 2/15/15

Aaa

1,345,000

2,035,146

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

3,040,000

3,039,058

4.75% 11/15/08

Aaa

80,000

77,225

5% 2/15/11

Aaa

200,000

194,030

5.5% 5/31/03

Aaa

5,600,000

5,723,760

U.S. Government and
Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

6.5% 2/15/10

Aaa

$ 900,000

$ 966,654

7% 7/15/06

Aaa

3,425,000

3,715,063

TOTAL U.S. TREASURY OBLIGATIONS

19,500,351

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $26,925,680)

27,064,732

U.S. Government Agency -
Mortgage Securities - 13.8%

Fannie Mae - 9.8%

5.5% 2/1/11

Aaa

118,571

115,014

6% 4/1/09 to 1/1/29

Aaa

1,623,647

1,579,594

6% 7/1/31 (g)

Aaa

5,000,000

4,796,875

6.5% 11/1/25 to 6/1/31

Aaa

10,730,814

10,577,010

6.5% 6/1/31 (g)

Aaa

3,000,000

2,951,250

7% 12/1/24 to 1/1/31

Aaa

3,758,055

3,779,871

7.5% 5/1/15 to 2/1/31

Aaa

4,385,459

4,479,775

8% 1/1/26

Aaa

711,140

738,028

TOTAL FANNIE MAE

29,017,417

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

300,491

307,532

Government National Mortgage Association - 3.9%

6.5% 10/15/27 to 7/15/29 (l)

Aaa

10,011,760

9,909,689

7% 1/15/28 to 12/15/28

Aaa

559,522

564,592

7.5% 6/15/27 to 3/15/28

Aaa

921,971

946,336

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,420,617

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $40,849,587)

40,745,566

Asset-Backed Securities - 0.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

200,000

202,812

Capital One Master Trust 5.45% 3/16/09

Aaa

400,000

394,313

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ford Credit Auto
Owner Trust:

5.54% 12/15/05

A1

$ 100,000

$ 99,637

5.71% 9/15/05

A2

90,000

89,944

6.4% 12/15/02

Aaa

80,000

81,213

7.03% 11/15/03

Aaa

145,000

148,263

Key Auto Finance Trust:

6.3% 10/15/03

A2

60,922

61,036

6.65% 10/15/03

Baa3

18,197

18,229

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

200,000

199,359

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

378,117

7.5% 11/15/07

A2

200,000

209,008

TOTAL ASSET-BACKED SECURITIES

(Cost $1,855,091)

1,881,931

Commercial Mortgage Securities - 1.1%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (f)(i)

Aa1

90,554

90,612

Class E, 5.2838% 1/10/13 (f)(i)

Baa1

420,000

420,523

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

500,000

530,015

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

219,689

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

500,000

531,835

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

500,000

505,625

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(i)

Baa3

500,000

469,063

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (f)

Aaa

500,000

500,938

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,224,142)

3,268,300

Foreign Government and Government Agency Obligations (j) - 0.2%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value (Note 1)

Ontario Province 6% 2/21/06

Aa3

$ 200,000

$ 202,644

Quebec Province yankee:

7.125% 2/9/24

A2

30,000

30,629

7.5% 7/15/23

A2

30,000

31,933

United Mexican States:

8.5% 2/1/06

Baa3

175,000

183,313

9.875% 2/1/10

Baa3

200,000

218,800

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $655,676)

667,319

Supranational Obligations - 0.2%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

500,000

513,165

Floating Rate Loans - 0.2%

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (i)

Ba3

196,995

195,518

Tranche C term loan 6.9399% 7/21/07 (i)

Ba3

236,394

234,621

TOTAL FLOATING RATE LOANS

(Cost $412,260)

430,139

Cash Equivalents - 9.9%

Shares

Fidelity Cash Central Fund, 4.09% (c)

29,215,788

29,215,788

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

109,863

109,863

TOTAL CASH EQUIVALENTS

(Cost $29,325,651)

29,325,651

TOTAL INVESTMENT
PORTFOLIO - 101.9%

(Cost $277,884,488)

301,645,063

NET OTHER ASSETS - (1.9)%

(5,594,107)

NET ASSETS - 100%

$ 296,050,956

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

51 S&P 500 Stock Index Contracts

Sept. 2001

$ 15,704,175

$ (632,951)

The face value of futures purchased as a percentage of net assets - 5.3%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(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 $7,624,348 or 2.6% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $999,419.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Rite Aid Corp.

6/27/01

$ 217,500

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 21,215

(l) A portion of the security is subject to a forward commitment to sell.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

27.6%

AAA, AA, A

26.0%

Baa

4.9%

BBB

4.0%

Ba

1.3%

BB

1.6%

B

2.5%

B

2.4%

Caa

0.6%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.1%. FMR has determined that unrated debt securities that are lower quality account for 0.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $173,230,449 and $171,675,080, respectively, of which long-term U.S. government and government agency obligations aggregated $74,772,108 and $73,760,872, respectively.

The market value of futures contracts opened and closed during the period amounted to $36,822,527 and $20,774,645, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,002 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $256,137 or 0.1% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $430,139 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $279,298,333. Net unrealized appreciation aggregated $22,346,730, of which $33,361,212 related to appreciated investment securities and $11,014,482 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,350,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $109,863) (cost $277,884,488) - See accompanying schedule

$ 301,645,063

Commitment to sell securities on a delayed delivery basis

$ (4,943,750)

Receivable for securities sold on a delayed delivery basis

4,970,313

26,563

Receivable for investments sold,
regular delivery

926,742

Receivable for fund shares sold

371,386

Dividends receivable

145,789

Interest receivable

1,506,853

Receivable for daily variation on
futures contracts

59,925

Total assets

304,682,321

Liabilities

Payable for investments purchased
Regular delivery

510,013

Delayed delivery

7,830,781

Payable for fund shares redeemed

20,894

Accrued management fee

105,845

Distribution fees payable

4,429

Other payables and accrued expenses

49,540

Collateral on securities loaned, at value

109,863

Total liabilities

8,631,365

Net Assets

$ 296,050,956

Net Assets consist of:

Paid in capital

$ 276,032,748

Undistributed net investment income

4,610,096

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(7,745,231)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

23,153,343

Net Assets

$ 296,050,956

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($258,285,576 ÷ 18,741,520 shares)

$13.78

Service Class:
Net Asset Value, offering price
and redemption price per
share ($26,558,789 ÷
1,933,567 shares)

$13.74

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($11,206,591 ÷ 818,415 shares)

$13.69

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 955,474

Interest

4,454,140

Security lending

644

Total income

5,410,258

Expenses

Management fee

$ 612,542

Transfer agent fees

95,806

Distribution fees

22,928

Accounting and security lending fees

55,976

Non-interested trustees' compensation

494

Custodian fees and expenses

14,216

Audit

13,074

Legal

1,164

Miscellaneous

7,662

Total expenses before reductions

823,862

Expense reductions

(23,334)

800,528

Net investment income

4,609,730

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,572,928)

Foreign currency transactions

612

Futures contracts

289,244

(4,283,072)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,776,580)

Assets and liabilities in foreign currencies

(454)

Futures contracts

(632,951)

Delayed delivery commitments

26,563

(3,383,422)

Net gain (loss)

(7,666,494)

Net increase (decrease) in net assets resulting from operations

$ (3,056,764)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,609,730

$ 9,644,723

Net realized gain (loss)

(4,283,072)

(1,922,754)

Change in net unrealized appreciation (depreciation)

(3,383,422)

(21,477,945)

Net increase (decrease) in net assets resulting from operations

(3,056,764)

(13,755,976)

Distributions to shareholders
From net investment income

(10,202,857)

(10,025,969)

From net realized gain

-

(7,315,617)

In excess of net realized gain

-

(1,053,621)

Total distributions

(10,202,857)

(18,395,207)

Share transactions - net increase (decrease)

26,148,885

(37,111,951)

Total increase (decrease) in net assets

12,889,264

(69,263,134)

Net Assets

Beginning of period

283,161,692

352,424,826

End of period (including undistributed net investment income of $4,610,096 and $9,715,285, respectively)

$ 296,050,956

$ 283,161,692

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

2,284,904

$ 31,461,992

1,794,450

$ 26,671,199

Reinvested

636,973

9,051,388

1,146,173

16,906,054

Redeemed

(1,537,801)

(21,325,291)

(5,917,870)

(88,897,596)

Net increase (decrease)

1,384,076

$ 19,188,089

(2,977,247)

$ (45,320,343)

Service Class
Sold

134,867

$ 1,853,099

354,608

$ 5,304,117

Reinvested

66,778

946,241

100,855

1,483,572

Redeemed

(183,475)

(2,517,541)

(236,923)

(3,533,009)

Net increase (decrease)

18,170

$ 281,799

218,540

$ 3,254,680

Service Class 2 A
Sold

504,601

$ 6,938,211

335,010

$ 4,970,459

Reinvested

14,524

205,228

380

5,581

Redeemed

(34,610)

(464,442)

(1,490)

(22,328)

Net increase (decrease)

484,515

$ 6,678,997

333,900

$ 4,953,712

Distributions
From net investment income
Initial Class

$ 9,051,388

$ 9,221,484

Service Class

946,241

801,470

Service Class 2 A

205,228

3,015

Total

$ 10,202,857

$ 10,025,969

From net realized gain
Initial Class

$ -

$ 6,717,143

Service Class

-

596,231

Service Class 2 A

-

2,243

Total

$ -

$ 7,315,617

In excess of net realized gain
Initial Class

$ -

$ 967,427

Service Class

-

85,871

Service Class 2 A

-

323

Total

$ -

$ 1,053,621

$ 10,202,857

$ 18,395,207

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.22 D

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(.37)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.15)

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.52)

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

-

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

-

(.05)

-

-

-

-

Total distributions

(.52)

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 13.78

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(1.15)%

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 258,286

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.56% A

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after all
expense reductions

.55% A, F

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.26% A

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

129% A

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.22

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(.37)

(1.14)

.24

1.98

.35

Total from investment operations

(.15)

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.50)

(.47)

(.37)

(.36)

-

From net realized gain

-

(.35)

(.43)

(.55)

-

In excess of net realized gain

-

(.05)

-

-

-

Total distributions

(.50)

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 13.74

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(1.15)%

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 26,559

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.66% A

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after all expense reductions

.65% A, F

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.16% A

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

129% A

126%

108%

94%

98%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 14.37

$ 15.59

Income from Investment Operations

Net investment income D

.20

.40

Net realized and unrealized gain (loss)

(.37)

(.75)

Total from investment operations

(.17)

(.35)

Less Distributions

From net investment income

(.51)

(.47)

From net realized gain

-

(.35)

In excess of net realized gain

-

(.05)

Total distributions

(.51)

(.87)

Net asset value, end of period

$ 13.69

$ 14.37

Total Return B, C

(1.29)%

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,207

$ 4,797

Ratio of expenses to average net assets

.82% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.83% A, F

Ratio of net investment income to average net assets

3.00% A

2.91% A

Portfolio turnover rate

129% A

126%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class 2

-15.02%

13.45%

17.44%

S&P 500

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund

$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $28,406 - a 184.06% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

2.8

Fannie Mae

2.2

Pfizer, Inc.

2.1

Minnesota Mining & Manufacturing Co.

1.9

Colgate-Palmolive Co.

1.9

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Energy

13.0

Industrials

13.0

Consumer Discretionary

11.3

Health Care

11.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

89.6%

Bonds

1.4%

Short-Term Investments and Net Other Assets

9.0%



* Foreign investments 16.8%

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Will Danoff, Portfolio Manager of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the six months that ended June 30, 2001, the fund trailed the Standard & Poor's 500 Index - which returned -6.70% - but topped the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund lagged the S&P 500 ® return of -14.83% and beat the Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. I anticipated a continued economic slowdown as we entered 2001, and had built positions in defensive areas such as insurance, consumer staples and energy stocks. Historically, these groups have produced steady earnings growth despite the economic climate. Then, in early January the Federal Reserve Board lowered interest rates and changed the complexion of the market. Immediately - and, I feel, prematurely - investors anticipated a rebound and interest-rate sensitive groups such as autos and housing emerged as market leaders. This change of events hurt the fund relative to the index, as we had little exposure here. As for the fund's peers, my underweighting in technology may have given the fund a slight edge.

Q. You lowered the fund's technology exposure from around 13% to 4% during the period. Did this de-emphasis help?

A. It did, as the technology sector declined nearly 20% during the period. As I've mentioned before, the tech stock bubble peaked in the spring of 2000, and the sector generally has declined ever since. Profit expectations fell by 70% during this time, making the valuations of large-cap tech stocks expensive despite the NASDAQ's 60% decline from its peak last year. Also, my experience suggested that earnings growth after the bubble bursts is never as good as expectations were during the bubble. In hindsight, I wish I had owned more Microsoft during the period, as the stock rose significantly on the heels of a strong new product cycle. Brocade Communications - which the fund no longer owned at the end of the period - and Cisco Systems were two of our tech holdings that performed poorly and hurt the fund's performance.

Q. Finance stocks accounted for about 21% of the fund's investments at the end of the period. Why did you like this group?

A. The sector is huge and growing, and it's still quite fragmented. For example, more than 6,000 banks operate in the U.S., versus only eight in Canada. The fund held large positions in regional banks that were generating good returns, including Fifth Third and M&T Bank. The fund's best individual performer during the period was Household International, which benefited from lower interest rates, disciplined expense management and solid earnings growth.

Q. Considering the fund's defensive flavor during the period, why didn't you add more health care stocks?

A. Drug stocks - which make up a good portion of the health care universe - endured a challenging period. Valuations were very high entering the period, and many drug companies released disappointing clinical results for their new drug prospects. Also, many suffered from fears of intensified generic competition as patent expirations approached. Schering-Plough, one of the fund's largest health care positions at the beginning of the period, struggled for these reasons, as well as unanticipated manufacturing problems. I retained a large stake in Pfizer, which, despite dropping in value during the period, was one of the few drug companies that met its earnings targets. The fund did benefit from owning hospital companies such as HCA and Tenet Healthcare. Increased demand, good cost controls and strong free cash flows helped hospital stocks.

Q. What's your outlook, Will?

A. The technology sector may continue to trail the broader market throughout 2001, as valuations remain high and a profit recovery could be muted by significant excess industry capacity. High valuations also could mute the recovery of many of the market's largest companies, which are still trading at price-to-earnings ratios twice their earnings growth rates. With the Federal Reserve lowering interest rates, economic activity should improve. Inflation remains subdued, so the broader market may perform well. At the end of the period, I was finding good ideas in the finance, health care and consumer cyclical sectors, all of which tend to benefit from falling interest rates and had steady growth and reasonable valuations.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of June 30, 2001, more than $8.7 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.3%

Auto Components - 0.3%

Exide Corp.

100

$ 1,150

Goodyear Tire & Rubber Co.

441,400

12,359,200

Michelin SA (Compagnie Generale des Etablissements) Series B

352,200

11,182,192

Midas, Inc.

179,200

2,257,920

Snap-On, Inc.

79,500

1,920,720

27,721,182

Automobiles - 1.2%

Harley-Davidson, Inc.

16,000

753,280

Honda Motor Co. Ltd.

639,000

28,112,804

Nissan Motor Co. Ltd.

4,053,000

27,979,738

Toyota Motor Corp.

1,463,500

51,551,786

108,397,608

Hotels, Restaurants & Leisure - 1.9%

AFC Enterprises, Inc.

119,800

2,294,170

Brinker International, Inc. (a)

59,900

1,548,415

California Pizza Kitchen, Inc.

30,200

702,150

CBRL Group, Inc.

75,000

1,329,000

Darden Restaurants, Inc.

11,900

332,010

Harrah's Entertainment, Inc. (a)

79,600

2,809,880

International Game Technology (a)

105,000

6,588,750

Krispy Kreme Doughnuts, Inc. (a)

20,100

804,000

Marriott International, Inc. Class A

202,500

9,586,350

McDonald's Corp.

3,229,800

87,398,388

Outback Steakhouse, Inc. (a)

148,780

4,284,864

P.F. Chang's China Bistro, Inc. (a)

259,750

9,844,525

Park Place Entertainment Corp. (a)

130,900

1,583,890

PJ America, Inc. (a)(c)

581,700

4,921,182

Ryan's Family Steak Houses, Inc. (a)

188,500

2,433,535

Starwood Hotels & Resorts Worldwide, Inc. unit

497,200

18,535,616

Wendy's International, Inc.

266,400

6,803,856

161,800,581

Household Durables - 1.4%

Beazer Homes USA, Inc. (a)

25,000

1,587,250

Blyth, Inc.

69,000

1,773,990

Centex Corp.

329,600

13,431,200

Clayton Homes, Inc.

252,300

3,966,156

D.R. Horton, Inc.

126,600

2,873,820

Ethan Allen Interiors, Inc.

132,700

4,312,750

Harman International Industries, Inc.

658,100

25,067,029

Lennar Corp.

483,000

20,141,100

Mohawk Industries, Inc. (a)

355,620

12,517,824

Nintendo Co. Ltd.

100,600

18,309,974

Pulte Homes, Inc.

170,200

7,255,626

Shares

Value (Note 1)

Whirlpool Corp.

102,100

$ 6,381,250

Yankee Candle Co., Inc. (a)

76,700

1,456,533

119,074,502

Internet & Catalog Retail - 0.2%

eBay, Inc. (a)

268,900

18,204,530

Leisure Equipment & Products - 0.2%

Mattel, Inc.

1,002,000

18,957,840

Media - 2.4%

AOL Time Warner, Inc. (a)

441,100

23,378,300

AT&T Corp. - Liberty Media Group
Class A (a)

1,247,000

21,810,030

Charter Communications, Inc. Class A (a)

1,390,400

32,465,840

Comcast Corp. Class A (special) (a)

694,600

30,180,370

Cox Communications, Inc. Class A (a)

113,700

5,036,910

E.W. Scripps Co. Class A

176,800

12,199,200

Insight Communications, Inc. (a)

97,300

2,531,746

McGraw-Hill Companies, Inc.

78,500

5,192,775

Mediacom Communications Corp.
Class A (a)

503,900

8,969,420

Omnicom Group, Inc.

163,100

14,026,600

Viacom, Inc. Class B (non-vtg.) (a)

1,117,536

57,832,488

213,623,679

Multiline Retail - 0.7%

Costco Wholesale Corp. (a)

40,300

1,689,779

JCPenney Co., Inc.

976,800

25,748,448

Kmart Corp. (a)

403,200

4,624,704

Sears, Roebuck & Co.

235,000

9,942,850

Stein Mart, Inc. (a)

616,800

6,309,864

Target Corp.

370,400

12,815,840

61,131,485

Specialty Retail - 2.5%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

284,530

3,300,548

AutoZone, Inc. (a)

108,300

4,061,250

Bed Bath & Beyond, Inc. (a)

1,404,200

42,715,764

Best Buy Co., Inc. (a)

93,100

5,913,712

Charming Shoppes, Inc. (a)

1,799,300

10,993,723

Copart, Inc. (a)

30,200

893,014

Footstar, Inc. (a)

396,300

13,632,720

Galyan's Trading Co., Inc. (a)

7,500

153,375

Gap, Inc.

758,700

22,002,300

Gymboree Corp. (a)

492,300

4,036,860

Home Depot, Inc.

468,840

21,824,502

Lowe's Companies, Inc.

129,200

9,373,460

Payless ShoeSource, Inc. (a)

66,900

4,328,430

Talbots, Inc.

322,400

14,105,000

The Bombay Company, Inc. (a)

505,500

1,364,850

TJX Companies, Inc.

1,224,200

39,015,254

Toys 'R' Us, Inc. (a)

746,900

18,485,775

218,879,437

Textiles & Apparel - 0.5%

Coach, Inc.

518,931

19,745,325

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

Delta Apparel, Inc.

8,870

$ 152,121

Delta Woodside Industries, Inc.

88,700

70,960

Duck Head Apparel Co., Inc. (a)

8,870

40,447

Jones Apparel Group, Inc. (a)

168,200

7,266,240

Liz Claiborne, Inc.

287,600

14,509,420

Vans, Inc. (a)

50,500

1,191,800

42,976,313

TOTAL CONSUMER DISCRETIONARY

990,767,157

CONSUMER STAPLES - 11.0%

Beverages - 2.5%

Anheuser-Busch Companies, Inc.

1,094,800

45,105,760

Diageo PLC

3,145,623

34,726,829

Molson, Inc. Class A

517,700

16,413,210

Pepsi Bottling Group, Inc.

738,600

29,617,860

PepsiCo, Inc.

2,124,500

93,902,900

The Coca-Cola Co.

64,610

2,907,450

222,674,009

Food & Drug Retailing - 2.8%

Albertson's, Inc.

503,700

15,105,963

CVS Corp.

1,916,902

73,992,417

Fleming Companies, Inc.

638,143

22,781,705

George Weston Ltd.

373,300

21,702,686

Koninklijke Ahold NV

666,602

20,954,767

Loblaw Companies Ltd.

130,940

4,358,036

Rite Aid Corp. (a)

750,550

6,754,950

Rite Aid Corp. (a)(d)

849,000

6,876,900

Safeway PLC

1,723,214

9,822,875

Sysco Corp.

832,000

22,588,800

Tesco PLC

4,435,900

16,103,970

Walgreen Co.

687,700

23,484,955

244,528,024

Food Products - 1.9%

Cadbury Schweppes PLC

2,588,100

17,564,408

Dreyer's Grand Ice Cream, Inc.

33,600

945,840

Earthgrains Co.

447,700

11,640,200

Hershey Foods Corp.

12,800

789,888

Kraft Foods, Inc. Class A

832,800

25,816,800

Nestle SA (Reg.)

153,710

32,738,902

Quaker Oats Co.

637,500

58,171,875

Wm. Wrigley Jr. Co.

433,900

20,328,215

167,996,128

Household Products - 1.9%

Colgate-Palmolive Co.

2,821,800

166,457,982

Personal Products - 1.9%

Avon Products, Inc.

2,543,850

117,729,378

Shares

Value (Note 1)

Estee Lauder Companies, Inc. Class A

149,900

$ 6,460,690

Gillette Co.

1,425,400

41,322,346

165,512,414

TOTAL CONSUMER STAPLES

967,168,557

ENERGY - 13.0%

Energy Equipment & Services - 1.0%

Carbo Ceramics, Inc.

22,900

848,445

Cooper Cameron Corp. (a)

201,200

11,226,960

Diamond Offshore Drilling, Inc.

156,200

5,162,410

ENSCO International, Inc.

361,700

8,463,780

Global Marine, Inc. (a)

212,100

3,951,423

Hanover Compressor Co. (a)

678,700

22,458,183

Schlumberger Ltd. (NY Shares)

194,900

10,261,485

Smith International, Inc. (a)

37,700

2,258,230

Transocean Sedco Forex, Inc.

144,400

5,956,500

Weatherford International, Inc. (a)

298,300

14,318,400

84,905,816

Oil & Gas - 12.0%

Alberta Energy Co. Ltd.

2,683,590

110,782,282

Amerada Hess Corp.

443,300

35,818,640

Anadarko Petroleum Corp.

132,400

7,153,572

Apache Corp.

135,600

6,881,700

BP PLC sponsored ADR

2,701,132

134,651,430

Burlington Resources, Inc.

1,160,990

46,381,551

Canadian Natural Resources Ltd.

895,270

26,521,043

Chevron Corp.

481,300

43,557,650

Conoco, Inc. Class B

1,318,100

38,093,090

EOG Resources, Inc.

116,140

4,128,777

Equitable Resources, Inc.

289,500

9,643,245

Exxon Mobil Corp.

2,794,971

244,140,717

Kerr-McGee Corp.

241,300

15,990,951

Murphy Oil Corp.

102,900

7,573,440

Nexen, Inc.

553,620

13,931,917

Noble Affiliates, Inc.

713,300

25,215,155

Nuevo Energy Co. (a)

3,800

61,940

Occidental Petroleum Corp.

200,000

5,318,000

Phillips Petroleum Co.

826,500

47,110,500

Rio Alto Exploration Ltd. (a)

50,800

880,779

Royal Dutch Petroleum Co. (NY Shares)

430,800

25,102,716

Suncor Energy, Inc.

1,575,240

40,161,337

Talisman Energy, Inc.

410,070

15,641,706

Texaco, Inc.

640,000

42,624,000

Tosco Corp.

98,400

4,334,520

TotalFinaElf SA sponsored ADR

397,523

27,906,115

Ultramar Diamond Shamrock Corp.

150,600

7,115,850

Unocal Corp.

40,400

1,379,660

USX - Marathon Group

1,129,800

33,340,398

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Valero Energy Corp.

713,600

$ 26,246,208

Westport Resources Corp.

239,500

5,029,500

1,052,718,389

TOTAL ENERGY

1,137,624,205

FINANCIALS - 21.0%

Banks - 6.0%

Astoria Financial Corp.

130,100

7,573,121

Australia & New Zealand
Banking Group Ltd.

973,561

8,398,868

Bank of America Corp.

566,300

33,994,989

Bank of Ireland, Inc.

605,800

6,021,846

Bank One Corp.

3,175,000

113,665,000

Barclays PLC

157,700

4,865,775

Commerce Bancorp, Inc.

234,377

16,429,828

Fifth Third Bancorp

1,008,880

60,885,908

First Union Corp.

159,600

5,576,424

Golden West Financial Corp.

560,500

36,006,520

Hibernia Corp. Class A

109,600

1,950,880

Lloyds TSB Group PLC

1,612,900

16,242,250

M&T Bank Corp.

736,800

55,628,400

Mercantile Bankshares Corp.

95,097

3,758,233

National Commerce Financial Corp.

80,500

1,963,395

North Fork Bancorp, Inc.

333,700

10,344,700

Royal Bank of Scotland Group PLC

1,718,613

38,116,318

SouthTrust Corp.

590,700

15,358,200

Synovus Financial Corp.

358,600

11,252,868

U.S. Bancorp

2,551,294

58,143,990

Wells Fargo & Co.

339,770

15,775,521

521,953,034

Diversified Financials - 6.5%

AMBAC Financial Group, Inc.

73,500

4,277,700

Capital One Financial Corp.

501,700

30,102,000

Citigroup, Inc.

837,215

44,238,441

Daiwa Securities Group, Inc.

3,886,000

40,660,919

Fannie Mae

2,265,400

192,898,810

Freddie Mac

245,880

17,211,600

Household International, Inc.

1,837,390

122,553,913

MBNA Corp.

588,100

19,377,895

Moody's Corp.

256,300

8,586,050

Nikko Securities Co. Ltd.

2,880,000

23,068,633

Nomura Securities Co. Ltd.

1,379,000

26,425,673

SEI Investments Co.

131,300

6,203,925

USA Education, Inc.

532,700

38,887,100

574,492,659

Insurance - 7.8%

ACE Ltd.

144,100

5,632,869

Shares

Value (Note 1)

AFLAC, Inc.

438,800

$ 13,817,812

Allstate Corp.

1,593,600

70,102,464

American International Group, Inc.

1,368,084

117,655,224

AXA SA de CV

42,100

1,203,599

Berkshire Hathaway, Inc.:

Class A (a)

2,403

166,287,600

Class B (a)

2,700

6,210,000

Canada Life Financial Corp.

219,800

6,387,847

Conseco, Inc.

1,917,800

26,177,970

Everest Re Group Ltd.

413,280

30,913,344

Manulife Financial Corp.

585,200

16,369,366

MBIA, Inc.

224,050

12,475,104

MetLife, Inc.

3,392,700

105,105,846

MGIC Investment Corp.

63,900

4,641,696

Old Republic International Corp.

205,000

5,945,000

Progressive Corp.

101,400

13,708,266

Radian Group, Inc.

114,200

4,619,390

RenaissanceRe Holdings Ltd.

180,230

13,355,043

The St. Paul Companies, Inc.

284,300

14,411,167

Xl Capital Ltd. Class A

576,000

47,289,600

Zenith National Insurance Corp.

127,700

3,447,900

685,757,107

Real Estate - 0.7%

Equity Office Properties Trust

414,200

13,101,146

Equity Residential Properties Trust (SBI)

692,500

39,160,875

Glenborough Realty Trust, Inc.

213,600

4,122,480

ResortQuest International, Inc. (a)

192,100

2,209,150

58,593,651

TOTAL FINANCIALS

1,840,796,451

HEALTH CARE - 11.1%

Biotechnology - 0.2%

Chiron Corp. (a)

60,500

3,157,495

Genentech, Inc. (a)

122,900

6,771,790

IDEC Pharmaceuticals Corp. (a)

30,100

1,950,781

Serono SA sponsored ADR (a)

273,600

6,826,320

18,706,386

Health Care Equipment & Supplies - 1.7%

Bausch & Lomb, Inc.

102,200

3,703,728

Baxter International, Inc.

156,500

7,668,500

Becton, Dickinson & Co.

199,600

7,143,684

Bio-Rad Laboratories, Inc. Class A (a)

70,900

3,530,820

Biomet, Inc.

270,600

13,005,036

Cooper Companies, Inc.

180,500

9,277,700

Cytyc Corp. (a)

97,000

2,231,000

DENTSPLY International, Inc.

333,500

14,824,075

Diagnostic Products Corp.

15,800

524,560

Disetronic Holding AG (Reg.)

5,155

3,808,405

Medtronic, Inc.

714,934

32,894,113

MiniMed, Inc. (a)

280,000

13,176,800

Smith & Nephew PLC

1,617,754

8,448,949

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

St. Jude Medical, Inc. (a)

138,100

$ 8,286,000

Stryker Corp.

71,700

3,932,745

Sybron Dental Specialties, Inc. (a)

383,233

7,852,444

Varian Medical Systems, Inc. (a)

61,900

4,425,850

144,734,409

Health Care Providers & Services - 4.0%

AmeriSource Health Corp. Class A (a)

207,070

11,450,971

Cardinal Health, Inc.

414,450

28,597,050

Caremark Rx, Inc. (a)

675,364

11,109,738

Community Health Systems, Inc.

564,400

16,649,800

Express Scripts, Inc. (a)

23,000

1,249,360

HCA - The Healthcare Co.

1,422,316

64,274,460

Health Management Associates, Inc. Class A (a)

1,083,800

22,803,152

HealthSouth Corp. (a)

1,404,700

22,433,059

Manor Care, Inc. (a)

534,800

16,979,900

Maximus, Inc. (a)

120,900

4,846,881

McKesson HBOC, Inc.

237,300

8,808,576

Patterson Dental Co. (a)

1,183,400

40,827,300

Professional Detailing, Inc. (a)

9,500

854,905

Tenet Healthcare Corp. (a)

1,071,700

55,289,003

UnitedHealth Group, Inc.

703,300

43,428,775

349,602,930

Pharmaceuticals - 5.2%

Adolor Corp.

12,000

258,600

Allergan, Inc.

30,400

2,599,200

American Home Products Corp.

724,800

42,357,312

AstraZeneca PLC sponsored ADR

493,900

23,089,825

CIMA Labs, Inc. (a)

17,000

1,290,470

Elan Corp. PLC sponsored ADR (a)

1,322,700

80,684,700

Forest Laboratories, Inc. (a)

72,500

5,147,500

IVAX Corp. (a)

166,100

6,477,900

King Pharmaceuticals, Inc. (a)

185,600

9,976,000

Novartis AG sponsored ADR

1,486,600

53,740,590

Pfizer, Inc.

4,629,965

185,430,098

Sanofi-Synthelabo SA

179,089

11,791,936

Schering-Plough Corp.

704,500

25,531,080

Teva Pharmaceutical Industries Ltd. sponsored ADR

140,900

8,763,980

457,139,191

TOTAL HEALTH CARE

970,182,916

INDUSTRIALS - 13.0%

Aerospace & Defense - 1.6%

Alliant Techsystems, Inc. (a)

3,300

296,670

Boeing Co.

27,300

1,517,880

Bombardier, Inc. Class B (sub. vtg.)

321,700

4,844,624

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

89,200

3,483,260

Shares

Value (Note 1)

Lockheed Martin Corp.

2,287,140

$ 84,738,537

United Technologies Corp.

615,801

45,113,581

139,994,552

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

406,150

24,827,950

Airlines - 1.1%

British Airways PLC

1,006,102

4,898,513

Continental Airlines, Inc. Class B (a)

170,900

8,416,825

Ryanair Holdings PLC sponsored ADR (a)

705,210

36,395,888

Southwest Airlines Co.

2,442,530

45,162,380

94,873,606

Building Products - 0.3%

American Standard Companies, Inc. (a)

318,800

19,159,880

Masco Corp.

168,100

4,195,776

York International Corp.

100,400

3,516,008

26,871,664

Commercial Services & Supplies - 3.9%

Apollo Group, Inc. Class A (a)

4,000

167,480

Automatic Data Processing, Inc.

2,115,000

105,115,500

Avery Dennison Corp.

22,100

1,128,205

Brambles Industries Ltd.

201,276

4,930,618

Career Education Corp. (a)

118,000

7,044,600

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,056,270

Cendant Corp. (a)

1,226,200

23,910,900

Cintas Corp.

455,200

21,371,640

Concord EFS, Inc. (a)

251,300

13,957,202

Corinthian Colleges, Inc. (a)

225,200

10,582,148

CSG Systems International, Inc. (a)

198,900

11,786,814

Dun & Bradstreet Corp. (a)

70,000

1,974,000

Ecolab, Inc.

444,400

18,207,068

Exult, Inc.

213,600

3,545,760

First Data Corp.

1,001,800

64,365,650

Fiserv, Inc. (a)

85,000

5,270,000

IMS Health, Inc.

336,100

9,578,850

Modis Professional Services, Inc. (a)

179,300

1,237,170

Paychex, Inc.

48,600

2,002,320

Robert Half International, Inc. (a)

298,800

7,437,132

Sabre Holdings Corp. Class A

53,000

2,650,000

The BISYS Group, Inc. (a)

431,200

25,828,880

Waste Management, Inc.

10,100

311,282

343,459,489

Construction & Engineering - 0.3%

Fluor Corp.

454,980

20,542,347

Jacobs Engineering Group, Inc. (a)

30,100

1,963,423

22,505,770

Electrical Equipment - 0.1%

Cooper Industries, Inc.

122,000

4,829,980

Industrial Conglomerates - 2.0%

Minnesota Mining & Manufacturing Co.

1,474,910

168,287,231

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - continued

Textron, Inc.

70,261

$ 3,867,165

Tyco International Ltd.

128,300

6,992,350

179,146,746

Machinery - 1.3%

Danaher Corp.

399,722

22,384,432

Graco, Inc.

30,700

1,013,100

Illinois Tool Works, Inc.

198,100

12,539,730

Ingersoll-Rand Co.

199,100

8,202,920

Roper Industries, Inc.

203,000

8,475,250

SPX Corp. (a)

488,931

61,204,383

Stewart & Stevenson Services, Inc.

58,200

1,940,970

115,760,785

Road & Rail - 2.0%

C.H. Robinson Worldwide, Inc.

913,500

25,568,865

Canadian National Railway Co.

892,400

36,202,911

Canadian Pacific Ltd.

990,600

38,367,757

CSX Corp.

782,330

28,351,639

GATX Corp.

253,100

10,149,310

Landstar System, Inc. (a)

50,000

3,405,000

M.S. Carriers, Inc. (a)

125,010

4,067,825

Norfolk Southern Corp.

250,300

5,181,210

Swift Transportation Co., Inc. (a)

1,049,000

20,067,370

171,361,887

Trading Companies & Distributors - 0.1%

Fastenal Co.

214,400

13,196,320

TOTAL INDUSTRIALS

1,136,828,749

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.1%

CIENA Corp. (a)

40,500

1,541,835

Cisco Systems, Inc. (a)

19,178

371,478

Nokia AB sponsored ADR

20,000

440,800

Scientific-Atlanta, Inc.

163,200

6,625,920

8,980,033

Computers & Peripherals - 0.1%

NCR Corp. (a)

139,300

6,547,100

Sun Microsystems, Inc. (a)

72,200

1,169,640

7,716,740

Electronic Equipment & Instruments - 0.5%

Garmin Ltd.

12,800

293,120

Mettler-Toledo International, Inc. (a)

133,600

5,778,200

Symbol Technologies, Inc.

569,940

12,652,668

Thermo Electron Corp. (a)

1,272,132

28,012,347

46,736,335

Internet Software & Services - 0.3%

Homestore.com, Inc. (a)

16,900

586,092

Keynote Systems, Inc. (a)

520,000

5,803,200

Shares

Value (Note 1)

Netegrity, Inc. (a)

20,100

$ 642,195

RealNetworks, Inc. (a)

58,600

675,658

SmartForce PLC sponsored ADR (a)

226,900

7,998,225

Yahoo!, Inc. (a)

323,800

6,327,052

22,032,422

IT Consulting & Services - 0.7%

Affiliated Computer Services, Inc.
Class A (a)

287,500

20,674,125

Electronic Data Systems Corp.

60,500

3,781,250

SunGard Data Systems, Inc. (a)

1,343,600

40,321,436

64,776,811

Semiconductor Equipment & Products - 0.4%

Analog Devices, Inc. (a)

8,000

346,000

Cabot Microelectronics Corp. (a)

125,000

7,813,750

Intel Corp.

477,800

14,568,122

Intersil Corp. Class A (a)

137,300

4,695,660

KLA-Tencor Corp. (a)

20,000

1,174,000

LAM Research Corp. (a)

54,400

1,634,720

Marvell Technology Group Ltd.

50,400

1,360,800

Texas Instruments, Inc.

100,900

3,178,350

34,771,402

Software - 1.9%

Adobe Systems, Inc.

136,880

6,426,516

BEA Systems, Inc. (a)

3,800

126,236

Cerner Corp. (a)

122,700

5,257,695

Electronic Arts, Inc. (a)

333,300

19,161,417

Fair, Isaac & Co., Inc.

2,600

160,732

Inktomi Corp. (a)

117,800

1,076,692

Intuit, Inc. (a)

85,700

3,325,160

Jack Henry & Associates, Inc.

259,800

7,884,930

Legato Systems, Inc. (a)

10,000

158,900

Manugistics Group, Inc. (a)

335,900

8,797,221

Microsoft Corp. (a)

1,251,900

90,149,319

Networks Associates, Inc. (a)

540,500

6,691,390

Nuance Communications, Inc. (a)

357,200

6,251,000

NVIDIA Corp. (a)

16,230

1,494,296

PeopleSoft, Inc. (a)

185,256

8,947,865

Take-Two Interactive Software, Inc. (a)

175,200

3,256,968

169,166,337

TOTAL INFORMATION TECHNOLOGY

354,180,080

MATERIALS - 3.6%

Chemicals - 0.7%

Air Products & Chemicals, Inc.

324,900

14,864,175

Engelhard Corp.

143,200

3,693,128

OM Group, Inc.

141,500

7,959,375

Praxair, Inc.

655,200

30,794,400

Sigma Aldrich Corp.

48,200

1,952,100

59,263,178

Construction Materials - 0.1%

Vulcan Materials Co.

93,500

5,025,625

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Containers & Packaging - 0.0%

Pactiv Corp. (a)

280,400

$ 3,757,360

Metals & Mining - 2.4%

Agnico-Eagle Mines Ltd.

166,700

1,431,374

Alcoa, Inc.

867,900

34,195,260

Anglo American PLC

490,800

7,398,063

Barrick Gold Corp.

359,440

5,484,190

BHP Billiton PLC

3,646,363

18,282,417

BHP Ltd.

1,759,700

9,330,873

BHP Ltd. (a)

1,874,255

10,187,002

Compania de Minas Buenaventura SA sponsored ADR

266,600

4,916,104

Dofasco, Inc.

1,000

16,116

Franco Nevada Mining Corp. Ltd.

2,285,064

29,385,863

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

952,700

10,527,335

Gold Fields Ltd.

997,200

4,491,166

Goldcorp, Inc.

1,725,780

18,466,074

Impala Platinum Holdings Ltd.

97,600

4,894,066

Lonmin PLC

11,100

161,031

Massey Energy Corp.

652,300

12,889,448

Meridian Gold, Inc. (a)

244,800

1,920,888

Newmont Mining Corp.

578,010

10,756,766

Normandy Mining Ltd.

3,190,883

2,019,299

Placer Dome, Inc.

467,100

4,566,103

Rio Tinto PLC (Reg. D)

1,031,400

18,422,575

Stillwater Mining Co. (a)

165,870

4,851,698

214,593,711

Paper & Forest Products - 0.4%

Boise Cascade Corp.

45,200

1,589,683

International Paper Co.

181,200

6,468,840

Sappi Ltd.

665,600

5,863,115

Weyerhaeuser Co.

363,500

19,981,595

33,903,233

TOTAL MATERIALS

316,543,107

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.0%

KPNQwest NV Class C (NY Shares) (a)

356,300

3,135,440

Wireless Telecommunication Services - 1.0%

American Tower Corp. Class A (a)

2,640,470

54,578,515

AT&T Corp. - Wireless Group (a)

12,100

197,835

Shares

Value (Note 1)

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

117,600

$ 3,150,504

NTT DoCoMo, Inc.

948

16,494,227

Sprint Corp. - PCS Group Series 1 (a)

201,800

4,873,470

Triton PCS Holdings, Inc. Class A (a)

22,500

905,625

Vodafone Group PLC sponsored ADR

402,600

8,998,110

89,198,286

TOTAL TELECOMMUNICATION SERVICES

92,333,726

UTILITIES - 0.6%

Electric Utilities - 0.4%

American Electric Power Co., Inc.

348,040

16,069,007

Southern Co.

926,410

21,539,033

37,608,040

Gas Utilities - 0.1%

NiSource, Inc.

149,300

4,080,369

Southern Union Co.

83,700

1,707,480

5,787,849

Multi-Utilities - 0.1%

MDU Resources Group, Inc.

153,500

4,856,740

TOTAL UTILITIES

48,252,629

TOTAL COMMON STOCKS

(Cost $7,046,752,473)

7,854,677,577

Convertible Bonds - 0.0%

Moody's Ratings
(unaudited)

Principal
Amount (e)

FINANCIALS - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S)
(Cost $798,761)

-

GBP

704,573

880,044

U.S. Treasury Obligations - 1.5%

U.S. Treasury Bills, yield at date of purchase 3.51% to 3.99% 7/12/01 to 8/16/01

-

3,850,000

3,839,073

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

21,308,175

6.125% 11/15/27

Aaa

31,000,000

31,910,470

6.5% 11/15/26

Aaa

17,300,000

18,629,851

6.75% 8/15/26

Aaa

9,900,000

10,978,110

6.875% 8/15/25

Aaa

29,800,000

33,408,482

7.625% 2/15/25

Aaa

9,500,000

11,566,250

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $125,173,996)

131,640,411

Cash Equivalents - 10.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 4.09% (b)

860,109,938

$ 860,109,938

Fidelity Securities Lending Cash Central Fund, 4.02% (b)

53,844,100

53,844,100

TOTAL CASH EQUIVALENTS

(Cost $913,954,038)

913,954,038

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $8,086,679,268)

8,901,152,070

NET OTHER ASSETS - (1.5)%

(135,298,773)

NET ASSETS - 100%

$ 8,765,853,297

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

PJ America, Inc.

$ -

$ -

$ -

$4,921,182

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 6,367,500

(e) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $6,671,570,592 and $6,496,849,360, respectively, of which long-term U.S. Government and government obligations aggregated $0 and $114,946,461, respectively.

The market value of futures contracts opened and closed during the period amounted to $252,016,213 and $308,939,483, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $357,899 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,876,900 or 0.1% of net assets.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

83.2%

Canada

4.8

United Kingdom

4.2

Japan

2.7

Ireland

1.5

Switzerland

1.1

Others (individually less than 1%)

2.5

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,142,506,249. Net unrealized appreciation aggregated $758,645,821, of which $1,098,922,003 related to appreciated investment securities and $340,276,182 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities
loaned of $52,434,636)
(cost $8,086,679,268) -
See accompanying schedule

$ 8,901,152,070

Cash

295,828

Foreign currency held at value
(cost $415,029)

415,350

Receivable for investments sold

113,675,839

Receivable for fund shares sold

5,868,200

Dividends receivable

7,880,322

Interest receivable

4,282,457

Receivable for daily variation on futures contracts

643,666

Other receivables

157,124

Total assets

9,034,370,856

Liabilities

Payable for investments purchased

$ 204,479,653

Payable for fund shares redeemed

5,786,464

Accrued management fee

4,277,563

Distribution fees payable

128,664

Other payables and
accrued expenses

1,115

Collateral on securities loaned,
at value

53,844,100

Total liabilities

268,517,559

Net Assets

$ 8,765,853,297

Net Assets consist of:

Paid in capital

$ 8,372,695,812

Undistributed net investment income

38,667,528

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(459,958,695)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

814,448,652

Net Assets

$ 8,765,853,297

Initial Class:
Net Asset Value, offering price
and redemption price per share
($7,414,130,344 ÷
358,901,184 shares)

$20.66

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,218,873,358 ÷
59,161,957 shares)

$20.60

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($132,849,595 ÷
6,464,830 shares)

$20.55

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 44,382,785

Interest

24,586,781

Security lending

639,803

Total income

69,609,369

Expenses

Management fee

$ 25,829,139

Transfer agent fees

2,925,377

Distribution fees

718,013

Accounting and security lending fees

426,601

Non-interested trustees' compensation

15,450

Custodian fees and expenses

265,926

Audit

23,855

Legal

23,997

Reports to Shareholders

522,905

Miscellaneous

3,133

Total expenses before reductions

30,754,396

Expense reductions

(2,456,099)

28,298,297

Net investment income

41,311,072

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(335,333,895)

Foreign currency transactions

(159,394)

Futures contracts

(2,609,168)

(338,102,457)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(689,901,566)

Assets and liabilities in
foreign currencies

8,843

Futures contracts

458,688

(689,434,035)

Net gain (loss)

(1,027,536,492)

Net increase (decrease) in net assets resulting from operations

$ (986,225,420)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Contrafund Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001

(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 41,311,072

$ 68,317,627

Net realized gain (loss)

(338,102,457)

204,849,547

Change in net unrealized appreciation (depreciation)

(689,434,035)

(962,270,276)

Net increase (decrease) in net assets resulting from operations

(986,225,420)

(689,103,102)

Distributions to shareholders
From net investment income

(69,399,585)

(35,814,293)

From net realized gain

(126,732,911)

(1,235,476,968)

In excess of net realized gain

(122,112,435)

-

Total distributions

(318,244,931)

(1,271,291,261)

Share transactions - net increase (decrease)

226,688,178

2,023,685,153

Total increase (decrease) in net assets

(1,077,782,173)

63,290,790

Net Assets

Beginning of period

9,843,635,470

9,780,344,680

End of period (including undistributed net investment income of $38,667,528 and $67,012,238, respectively)

$ 8,765,853,297

$ 9,843,635,470

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

22,321,475

$ 469,906,251

53,448,851

$ 1,355,965,735

Reinvested

12,488,712

275,251,203

45,653,334

1,161,877,344

Redeemed

(34,568,380)

(723,005,324)

(49,325,329)

(1,240,820,402)

Net increase (decrease)

241,807

$ 22,152,130

49,776,856

$ 1,277,022,677

Service Class
Sold

7,872,293

$ 166,292,711

24,126,050

$ 612,579,539

Reinvested

1,820,820

40,039,821

4,305,875

109,369,237

Redeemed

(3,129,439)

(64,911,413)

(2,471,479)

(61,156,455)

Net increase (decrease)

6,563,674

$ 141,421,119

25,960,446

$ 660,792,321

Service Class 2 A
Sold

3,166,277

$ 66,436,551

3,591,561

$ 88,871,209

Reinvested

134,574

2,953,910

1,759

44,679

Redeemed

(302,124)

(6,275,532)

(127,217)

(3,045,733)

Net increase (decrease)

2,998,727

$ 63,114,929

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 60,769,746

$ 32,731,929

Service Class

8,007,964

3,081,105

Service Class 2 A

621,875

1,259

Total

$ 69,399,585

$ 35,814,293

From net realized gain
Initial Class

$ 109,231,938

$ 1,129,145,416

Service Class

16,313,306

106,288,132

Service Class 2 A

1,187,667

43,420

Total

$ 126,732,911

$ 1,235,476,968

$ 1,271,291,261

In excess of net realized gain
Initial Class

$ 105,249,519

$ -

Service Class

15,718,550

-

Service Class 2 A

1,144,366

-

Total

$ 122,112,435

$ -

$ 318,244,931

$ -

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.10 D

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(2.42)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(2.32)

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.17)

(.11)

(.12)

(.14)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

(.37)

(.13)

In excess of net realized gain

(.29)

-

-

-

-

-

Total distributions

(.77)

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 20.66

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(9.97)%

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 7,414,130

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.68% A

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after
all expense reductions

.62% A, F

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.95% A

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

158% A

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.09

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(2.41)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(2.32)

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.15)

(.11)

(.12)

(.14)

-

From net realized gain

(.31)

(3.62)

(.88)

(1.03)

-

In excess of net realized gain

(.29)

-

-

-

-

Total distributions

(.75)

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 20.60

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(10.00)%

(6.71)%

24.15%

29.94%

(.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,218,873

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.78% A

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after all expense reductions

.72% A, F

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.85% A

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

158% A

177%

172%

201%

142%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 23.64

$ 28.20

Income from Investment Operations

Net investment income D

.07

.10

Net realized and unrealized gain (loss)

(2.40)

(.93)

Total from investment operations

(2.33)

(.83)

Less Distributions

From net investment income

(.16)

(.11)

From net realized gain

(.31)

(3.62)

In excess of net realized gain

(.29)

-

Total distributions

(.76)

(3.73)

Net asset value, end of period

$ 20.55

$ 23.64

Total Return B, C

(10.06)%

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 132,850

$ 81,950

Ratio of expenses to average net assets

.93% A

.92% A

Ratio of expenses to average net assets after all expense reductions

.88% A, F

.90% A, F

Ratio of net investment income to average net assets

.69% A

.43% A

Portfolio turnover rate

158% A

177%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class 2 shares will appear once the fund is a year old.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class 2 on September 25, 2000, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have been $6,858 - a 31.42% decrease on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $8,586 - a 14.14% decrease.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Philip Morris Companies, Inc.

7.0

RJ Reynolds Tobacco Holdings, Inc.

6.9

EchoStar Communications Corp. Class A

4.8

HomeBase, Inc.

3.9

Irish Continental Group PLC

2.3

24.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

33.5

Consumer Discretionary

27.4

Consumer Staples

19.5

Health Care

6.7

Industrials

5.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.3%

Short-Term Investments and Net Other Assets

1.7%



* Foreign investments 9.0%

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. For the six-month period that ended June 30, 2001, the fund's return fell short of the Standard & Poor's 500 Index, which returned -6.70%. The fund also lagged the variable annuity capital appreciation funds average tracked by Lipper Inc., which fell 10.68%. Since its inception on September 25, 2000, through June 30, 2001, the fund lagged the -14.14% return of the S&P 500® index. Lipper does not calculate a life of fund return.

Q. What factors caused the fund to underperform both its index and peer group during the six-month period?

A. Continued weakness in high-growth stocks, particularly in the information technology (IT) and biotechnology sectors that I emphasized, caused the bulk of the fund's poor performance relative to its benchmarks. Our collective holdings in both the software and the hardware and equipment industries hurt the fund's relative return the most. In the software area, the fund's overweighted position in Veritas Software, which fell more than 24%, coupled with my decision to not own Microsoft, which rose nearly 67%, proved detrimental to absolute and relative performance. Similarly, maintaining large positions in networking stocks, such as Juniper Networks and Redback Networks, both of which fell more than 50% during the period, also held back returns. Elsewhere, the equity market's penchant for stocks with strong current earnings growth hurt our overweighting in drug discovery stocks. Specifically, investors weren't willing to reward the future growth prospects of Medimmune.

Q. Did you employ any new strategies during the period?

A. Not really. My overall strategy has been largely the same. I maintained the fund's overweighting in the food, beverage and tobacco industries, which was a very beneficial decision. I believed stocks such as RJ Reynolds and Philip Morris remained the best risk-versus-return stocks in the market as a result of their low price-to-earnings ratios, enormous cash flows and huge dividends. Largely due to these two stocks, our holdings in this sector collectively outperformed those held by the S&P 500 index by more than 28 percentage points. However, my decision to keep the fund overweighted in information technology stocks more than offset our strong gains in the food, beverage and tobacco industries.

Q. What was your attraction to tech stocks?

A. Despite the weakness in this sector, I believed that technology still offered the best potential for long-term unit growth in the market. That said, I did reduce some of the fund's tech exposure - such as networking and semiconductor stocks - during short-term rallies, but decided to hold on to what I believed were the best names in certain cutting-edge industries. Specifically, the fund maintained positions in BEA Systems (software) and Ciena (communications equipment). I held these stocks because history has shown that when technology comes back in favor, industry leaders have shown the ability to drastically outperform their peers.

Q. What specific stocks performed well? What stocks disappointed?

A. RJ Reynolds, a major holding and the fund's top contributor, appreciated roughly 15%. EchoStar Communications, a satellite-TV operator, jumped 38% on narrower-than-expected first-quarter 2001 losses and a higher-than-expected number of new customers. On the down side, computer storage network switch maker Brocade Communications experienced weaker-than-expected first-quarter earnings results. Immunex, another detractor, was hurt by slower-than-expected sales growth due to manufacturing capacity constraints.

Q. What's your outlook?

A. I'm generally positive, but I believe the factors leading to market success are changing. For some time now, it's been very important for funds to be overweighted in the right sector to perform well. I think some of that emphasis on sector importance has been eradicated from the market, and I now believe finding the right stocks with good valuations across many sectors will drive relative performance going forward. Turning to the fund, I believe that its relatively small size affords me two advantages. First, having a fund with fewer assets gives me the opportunity to build bigger positions in a larger universe of stocks, particularly smaller-capitalization stocks that wouldn't have the same impact on a much larger-sized portfolio. Secondly, a smaller fund is more nimble, giving me the opportunity to move more quickly in and out of different stocks as I see fit.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of June 30, 2001, more than $4 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 27.4%

Automobiles - 2.4%

Monaco Coach Corp. (a)

1,100

$ 36,520

Winnebago Industries, Inc.

2,000

61,500

98,020

Hotels, Restaurants & Leisure - 0.2%

Celtic PLC (a)

5,170

8,634

Household Durables - 1.1%

Black & Decker Corp.

100

3,946

Fleetwood Enterprises, Inc.

3,100

43,648

47,594

Leisure Equipment & Products - 3.0%

Hasbro, Inc.

2,900

41,905

Mattel, Inc.

4,500

85,140

127,045

Media - 7.0%

EchoStar Communications Corp.
Class A (a)

6,390

200,454

Gemstar-TV Guide International, Inc. (a)

1,600

67,216

Omnicom Group, Inc.

300

25,800

293,470

Multiline Retail - 2.0%

JCPenney Co., Inc.

1,800

47,448

Kmart Corp. (a)

3,300

37,851

85,299

Specialty Retail - 11.7%

Abercrombie & Fitch Co. Class A (a)

300

13,350

AnnTaylor Stores Corp. (a)

1,500

53,700

Best Buy Co., Inc. (a)

700

44,464

HomeBase, Inc. (a)

47,600

164,220

Lowe's Companies, Inc.

500

36,275

Office Depot, Inc. (a)

8,500

88,230

Pier 1 Imports, Inc.

4,000

46,000

Staples, Inc. (a)

2,900

43,558

489,797

TOTAL CONSUMER DISCRETIONARY

1,149,859

CONSUMER STAPLES - 19.5%

Beverages - 1.6%

The Coca-Cola Co.

1,500

67,500

Food & Drug Retailing - 0.7%

Rite Aid Corp. (a)

1,100

9,900

Rite Aid Corp. (a)(c)

1,000

8,100

Walgreen Co.

300

10,245

28,245

Personal Products - 1.2%

Perrigo Co. (a)

3,000

50,250

Shares

Value (Note 1)

Tobacco - 16.0%

DIMON, Inc.

8,800

$ 88,000

Philip Morris Companies, Inc.

5,770

292,828

RJ Reynolds Tobacco Holdings, Inc.

5,280

288,288

669,116

TOTAL CONSUMER STAPLES

815,111

FINANCIALS - 4.8%

Diversified Financials - 4.3%

American Express Co.

500

19,400

Charles Schwab Corp.

1,600

24,480

E*TRADE Group, Inc. (a)

4,000

25,800

Instinet Group, Inc.

2,500

46,250

Lehman Brothers Holdings, Inc.

300

23,325

Merrill Lynch & Co., Inc.

300

17,775

SEI Investments Co.

500

23,625

180,655

Insurance - 0.5%

American General Corp.

400

18,580

TOTAL FINANCIALS

199,235

HEALTH CARE - 6.7%

Health Care Equipment & Supplies - 1.3%

Becton, Dickinson & Co.

800

28,632

BioLase Technology, Inc. (a)

5,000

26,300

54,932

Health Care Providers & Services - 0.6%

Owens & Minor, Inc.

1,200

22,800

Pharmaceuticals - 4.8%

Allergan, Inc.

300

25,650

Alpharma, Inc. Class A

1,200

32,700

Barr Laboratories, Inc. (a)

1,200

84,492

Bristol-Myers Squibb Co.

900

47,070

Elan Corp. PLC sponsored ADR (a)

200

12,200

202,112

TOTAL HEALTH CARE

279,844

INDUSTRIALS - 5.9%

Aerospace & Defense - 0.6%

Honeywell International, Inc.

700

24,493

Airlines - 0.3%

Ryanair Holdings PLC sponsored ADR (a)

300

15,483

Commercial Services & Supplies - 0.6%

First Data Corp.

400

25,700

Construction & Engineering - 0.8%

Foster Wheeler Ltd.

3,700

33,485

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.6%

Rayovac Corp. (a)

1,000

$ 21,300

Vishay Intertechnology, Inc. (a)

200

4,600

25,900

Industrial Conglomerates - 0.7%

Minnesota Mining & Manufacturing Co.

250

28,525

Marine - 2.3%

Irish Continental Group PLC

20,000

95,155

TOTAL INDUSTRIALS

248,741

INFORMATION TECHNOLOGY - 33.5%

Communications Equipment - 10.5%

CIENA Corp. (a)

2,080

79,186

Finisar Corp. (a)

2,400

44,664

Juniper Networks, Inc. (a)

500

15,523

Nokia AB sponsored ADR

4,100

90,364

ONI Systems Corp.

500

13,450

Research in Motion Ltd. (a)

900

29,110

Scientific-Atlanta, Inc.

1,200

48,720

Sonus Networks, Inc. (a)

3,300

74,811

Tellium, Inc.

2,700

45,954

441,782

Computers & Peripherals - 0.9%

EMC Corp. (a)

700

20,335

StorageNetworks, Inc.

1,000

16,940

37,275

Electronic Equipment & Instruments - 4.4%

Amphenol Corp. Class A (a)

200

8,010

AVX Corp.

200

4,200

Flextronics International Ltd. (a)

1,400

37,184

KEMET Corp. (a)

200

3,962

Millipore Corp.

600

37,188

PerkinElmer, Inc.

1,500

41,295

Sanmina Corp. (a)

2,100

50,610

182,449

Internet Software & Services - 0.6%

Digital Insight Corp. (a)

1,300

26,130

IT Consulting & Services - 0.9%

Affiliated Computer Services, Inc.
Class A (a)

300

21,573

KPMG Consulting, Inc.

1,100

16,632

38,205

Semiconductor Equipment & Products - 12.8%

ASML Holding NV (NY Shares) (a)

100

2,255

Atmel Corp. (a)

5,300

68,635

Cymer, Inc. (a)

500

13,390

Cypress Semiconductor Corp. (a)

1,600

38,160

Electroglas, Inc. (a)

3,400

59,670

Helix Technology, Inc.

900

27,432

Shares

Value (Note 1)

Integrated Circuit Systems, Inc. (a)

1,100

$ 21,010

Kulicke & Soffa Industries, Inc. (a)

4,900

83,300

Lattice Semiconductor Corp. (a)

300

7,413

Micron Technology, Inc. (a)

1,300

53,430

Monolithic System Technology, Inc.

500

5,500

PRI Automation, Inc. (a)

1,000

17,940

Sage, Inc. (a)

300

4,380

Semtech Corp. (a)

700

22,358

STMicroelectronics NV (NY Shares)

500

17,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000

15,190

Texas Instruments, Inc.

700

22,050

Vitesse Semiconductor Corp. (a)

2,700

57,051

536,164

Software - 3.4%

BEA Systems, Inc. (a)

2,400

79,728

Computer Associates International, Inc.

1,500

54,000

PeopleSoft, Inc. (a)

200

9,660

143,388

TOTAL INFORMATION TECHNOLOGY

1,405,393

TELECOMMUNICATION SERVICES - 0.5%

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC sponsored ADR

1,000

22,350

TOTAL COMMON STOCKS

(Cost $3,932,724)

4,120,533

Cash Equivalents - 2.8%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $117,577)

117,577

117,577

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $4,050,301)

4,238,110

NET OTHER ASSETS - (1.1)%

(47,476)

NET ASSETS - 100%

$ 4,190,634

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 7,500

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $11,448,878 and $9,312,709, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $204 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,100 or 0.2% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $4,103,818. Net unrealized appreciation aggregated $134,292, of which $429,731 related to appreciated investment securities and $295,439 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $4,050,301) -
See accompanying schedule

$ 4,238,110

Cash

10

Receivable for investments sold

163,394

Receivable for fund shares sold

15,805

Dividends receivable

7,970

Interest receivable

734

Receivable from investment adviser for expense reductions

5,843

Total assets

4,431,866

Liabilities

Payable for investments purchased

$ 213,833

Payable for fund shares redeemed

115

Distribution fees payable

617

Other payables and
accrued expenses

26,667

Total liabilities

241,232

Net Assets

$ 4,190,634

Net Assets consist of:

Paid in capital

$ 5,092,440

Distributions in excess of net investment income

(1,260)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,088,324)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

187,778

Net Assets

$ 4,190,634

Initial Class:
Net Asset Value, offering price and
redemption price per share
($338,051 ÷ 49,186 shares)

$6.87

Service Class:
Net Asset Value, offering price and
redemption price per share
($1,018,729 ÷ 148,593 shares)

$6.86

Service Class 2:
Net Asset Value, offering price and
redemption price per share
($2,833,854 ÷ 413,479 shares)

$6.85

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,010

Interest

3,894

Total income

26,904

Expenses

Management fee

$ 9,284

Transfer agent fees

1,224

Distribution fees

3,084

Accounting fees and expenses

30,000

Non-interested trustees' compensation

5

Custodian fees and expenses

13,436

Audit

14,449

Legal

9

Miscellaneous

50

Total expenses before reductions

71,541

Expense reductions

(45,796)

25,745

Net investment income

1,159

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(913,067)

Foreign currency transactions

(431)

(913,498)

Change in net unrealized appreciation (depreciation) on:

Investment securities

293,439

Assets and liabilities in
foreign currencies

(31)

293,408

Net gain (loss)

(620,090)

Net increase (decrease) in net assets resulting from operations

$ (618,931)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

September 25, 2000
(commencement
of operations) to
December 31, 2000

Operations
Net investment income

$ 1,159

$ 1,390

Net realized gain (loss)

(913,498)

(174,950)

Change in net unrealized appreciation (depreciation)

293,408

(105,630)

Net increase (decrease) in net assets resulting from operations

(618,931)

(279,190)

Distributions to shareholders
From net investment income

(2,421)

-

In excess of net investment income

(1,262)

-

Total distributions

(3,683)

-

Share transactions - net increase (decrease)

2,206,589

2,885,849

Total increase (decrease) in net assets

1,583,975

2,606,659

Net Assets

Beginning of period

2,606,659

-

End of period (including under (over) distribution of net investment income of $(1,260) and
$1,264, respectively)

$ 4,190,634

$ 2,606,659

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000
A

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

19,182

$ 138,936

30,001

$ 300,008

Reinvested

36

300

-

-

Redeemed

(33)

(226)

-

-

Net increase (decrease)

19,185

$ 139,010

30,001

$ 300,008

Service Class
Sold

173,369

$ 1,238,586

157,395

$ 1,497,499

Reinvested

118

992

-

-

Redeemed

(119,025)

(858,175)

(63,264)

(583,157)

Net increase (decrease)

54,462

$ 381,403

94,131

$ 914,342

Service Class 2
Sold

249,147

$ 1,797,020

182,014

$ 1,673,653

Reinvested

285

2,391

-

-

Redeemed

(17,731)

(113,235)

(236)

(2,154)

Net increase (decrease)

231,701

$ 1,686,176

181,778

$ 1,671,499

Distributions
From net investment income
Initial Class

$ 197

$ -

Service Class

653

-

Service Class 2

1,573

-

Total

$ 2,423

$ -

In excess of net investment income
Initial Class

$ 103

$ -

Service Class

339

-

Service Class 2

818

-

Total

$ 1,260

$ -

$ 3,683

$ -

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capitial Appreciation Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.65)

(1.49)

Total from investment operations

(1.64)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.87

$ 8.52

Total Return B, C

(19.27)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 338

$ 256

Ratio of expenses to average net assets before expense reductions

4.28% A

10.18% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.42% A, F

1.50% A

Ratio of net investment income to average net assets

.26% A

.47% A

Portfolio turnover rate

611% A

295% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.01

.01

Net realized and unrealized gain (loss)

(1.66)

(1.49)

Total from investment operations

(1.65)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.86

$ 8.52

Total Return B, C

(19.39)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,019

$ 802

Ratio of expenses to average net assets before expense reductions

4.39% A

10.30% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.52% A, F

1.60% A

Ratio of net investment income to average net assets

.16% A

.36% A

Portfolio turnover rate

611% A

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 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, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.52

$ 10.00

Income from Investment Operations

Net investment income D

.00

.00

Net realized and unrealized gain (loss)

(1.66)

(1.48)

Total from investment operations

(1.66)

(1.48)

Less Distributions

From net investment income

(.01)

-

In excess of net investment income

(.00) H

-

Total distributions

(.01)

-

Net asset value, end of period

$ 6.85

$ 8.52

Total Return B, C

(19.50)%

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,834

$ 1,549

Ratio of expenses to average net assets before expense reductions

4.54% A

10.49% A, G

Ratio of expenses to average net assets after voluntary waivers

1.75% A

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.67% A, F

1.75% A

Ratio of net investment income to average net assets

.02% A

.21% A

Portfolio turnover rate

611% A

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

H Amount represents less than $0.01 per share.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class 2

10.11%

11.89%

15.36%

Russell 3000 Value

11.64%

14.71%

15.72%

Variable Annuity Equity
Income Funds Average

6.79%

12.82%

14.15%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity equity income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 50 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2 on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $41,758 - a 317.58% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $43,060 - a 330.60% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's net assets

Citigroup, Inc.

3.8

Fannie Mae

3.7

Exxon Mobil Corp.

3.6

General Electric Co.

2.6

TotalFinaElf SA

2.0

15.7

Top Five Market Sectors as of June 30, 2001

% of fund's net assets

Financials

28.3

Industrials

14.6

Energy

12.4

Consumer Discretionary

11.9

Telecommunication Services

6.2

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

96.5%

Bonds

1.7%

Short-Term Investments and Net Other Assets

1.8%



* Foreign investments 7.4%

Semia

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. For the six-month period ending June 30, 2001, the fund slightly underperformed the Russell 3000® Value Index, which returned -0.34%, but beat the -1.79% return of the Lipper Inc. variable annuity equity income funds average. For the 12-month period that ended June 30, 2001, the fund slightly underperformed the Russell index's return of 11.64% and topped the Lipper peer group's 6.79% return.

Q. What was the investing environment like during the six-month period?

A. It was a tough environment for diversified equity funds, with very few places to hide from the effects of a weakening economy. Though more insulated from economic woes than the growth side of the market, larger-cap value stocks had rather flat performance during the period due to a continuing cycle of downward revisions for corporate earnings. Throughout the period, it became more apparent that the economy was in worse shape than previously anticipated. A key issue was the broad-based impact of the weakening economy on virtually every sector, compared to last year's rather narrow hit on technology issues. Within this environment, the fund's value orientation helped relative to the peer group, but stock selection in pharmaceuticals and the fund's higher weighting in energy stocks held back performance compared to the Russell index.

Q. Pharmaceutical companies appeared to have had a particularly difficult time. What accounted for their poor performance?

A. HMOs, consumers and even the government have become more adversarial toward pharmaceutical companies. The Food and Drug Administration's switch to a more discerning posture in new drug application approvals has made new drug introductions slower than expected. Meanwhile, old patents are expiring, changing the outlook for this industry, with the assumption that future growth will probably be slower than in the past. Fund holdings Bristol-Myers Squibb, Merck, Schering-Plough and Eli Lily all were negatively affected by these changes. I sold off a portion of the fund's pharmaceutical holdings to take profits late last year, and the fund now holds a more moderate weighting in these stocks.

Q. Which stocks helped the fund's performance during the period?

A. During the past few months, I became more interested in technology issues, a number of which began to look attractively valued. Microsoft and IBM were two examples of larger-cap technology stocks that bucked the down trend and performed well during the period. Microsoft benefited from recent favorable court rulings and anticipation of the company's new releases of software for small businesses. Meanwhile, IBM continued to meet earnings expectations and delivered better relative stock performance than many of its competitors.

Q. Financial stocks accounted for the portfolio's largest weighting. How did they do?

A. It was a mixed bag. Good performers included Bank of America, a long-term fund holding, which successfully integrated its merger with NationsBank and realized benefits in savings through cost consolidation. Household International, a consumer financing company, benefited from positive demand trends that produced better-than-expected earnings growth. Interest-rate cuts also gave the company an immediate positive impact on its borrowing costs. On the down side, American Express, Bank of New York and Wells Fargo all had disappointing performance. American Express' credit card business suffered from lower-than-expected growth in business travel and entertainment expenditures, and its investment arm was hurt by a weaker stock market. Bank of New York's custody and processing business was affected by slowing growth in assets from its mutual fund and investment management clients. Along with most of its counterparts, Wells Fargo's venture capital business lost money and the company had to take write-downs.

Q. What's your outlook, Steve?

A. I believe that, over time, lower interest rates should eventually have a positive effect on the economy and on business trends, though we may be in for more bad news during the next several months. Because value stocks generally held their value during the first half of the year - even though earnings expectations were down dramatically across the board - it's an indication that the environment for these stocks was not as negative as many thought. These factors make me optimistic about the long-term prospects for value stocks, and I have positioned the fund with an eye to the economy's eventual recovery.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of June 30, 2001, more than $10.8 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 10.7%

Auto Components - 0.7%

Johnson Controls, Inc.

284,700

$ 20,632,209

Snap-On, Inc.

1,102,000

26,624,320

TRW, Inc.

801,700

32,869,700

80,126,229

Automobiles - 0.2%

Ford Motor Co.

854,200

20,970,610

Hotels Restaurants & Leisure - 1.7%

Mandalay Resort Group (a)

793,600

21,744,640

McDonald's Corp.

1,594,000

43,133,640

MGM Mirage, Inc. (a)

1,249,270

37,428,129

Park Place Entertainment Corp. (a)

1,302,900

15,765,090

Six Flags, Inc. (a)

1,086,356

22,856,930

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

37,927,964

178,856,393

Household Durables - 0.8%

Black & Decker Corp.

595,500

23,498,430

Fortune Brands, Inc.

676,000

25,931,360

Maytag Corp.

991,520

29,011,875

Whirlpool Corp.

182,300

11,393,750

89,835,415

Media - 3.7%

Clear Channel Communications, Inc. (a)

813,500

51,006,450

Fox Entertainment Group, Inc.
Class A (a)

1,251,600

34,919,640

Gannett Co., Inc.

136,400

8,988,760

News Corp. Ltd. sponsored ADR

729,701

25,665,024

Reader's Digest Association, Inc.
Class A (non-vtg.)

1,357,303

39,022,461

Tribune Co.

710,500

28,427,105

Viacom, Inc. Class B (non-vtg.) (a)

3,344,218

173,063,282

Walt Disney Co.

1,342,900

38,796,381

399,889,103

Multiline Retail - 1.8%

Big Lots, Inc. (a)

2,020,156

27,635,738

Costco Wholesale Corp. (a)

459,290

19,258,030

Dillards, Inc. Class A

432,800

6,608,856

Federated Department Stores, Inc. (a)

953,000

40,502,500

JCPenney Co., Inc.

232,600

6,131,336

Kmart Corp. (a)

454,800

5,216,556

Sears, Roebuck & Co.

285,200

12,066,812

Target Corp.

1,166,100

40,347,060

Wal-Mart Stores, Inc.

629,300

30,709,840

188,476,728

Specialty Retail - 1.7%

AutoNation, Inc.

689,800

8,001,680

Charming Shoppes, Inc. (a)

612,800

3,744,208

Gap, Inc.

1,713,600

49,694,400

Shares

Value (Note 1)

Office Depot, Inc. (a)

2,062,900

$ 21,412,902

Pep Boys-Manny, Moe & Jack

450,800

5,062,484

Staples, Inc. (a)

3,626,562

54,470,961

The Limited, Inc.

2,635,400

43,536,808

185,923,443

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

14,156,604

TOTAL CONSUMER DISCRETIONARY

1,158,234,525

CONSUMER STAPLES - 5.2%

Beverages - 0.1%

PepsiCo, Inc.

352,800

15,593,760

Food & Drug Retailing - 0.0%

Rite Aid Corp. warrants 6/27/06 (a)(g)

25,358

126,790

Food Products - 0.8%

ConAgra Foods, Inc.

906,700

17,961,727

H.J. Heinz Co.

454,600

18,588,594

Kellogg Co.

68,400

1,983,600

Kraft Foods, Inc. Class A

412,700

12,793,700

Tyson Foods, Inc. Class A

339,900

3,130,479

Unilever PLC

3,307,614

28,445,501

82,903,601

Household Products - 1.4%

Kimberly-Clark Corp.

1,042,700

58,286,930

Procter & Gamble Co.

1,236,800

78,907,840

The Dial Corp.

712,800

10,157,400

147,352,170

Personal Products - 1.2%

Avon Products, Inc.

915,600

42,373,968

Gillette Co.

3,178,120

92,133,699

134,507,667

Tobacco - 1.7%

Philip Morris Companies, Inc.

3,559,700

180,654,775

TOTAL CONSUMER STAPLES

561,138,763

ENERGY - 12.4%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

1,658,000

55,543,000

Halliburton Co.

2,896,500

103,115,400

Schlumberger Ltd. (NY Shares)

984,000

51,807,600

210,466,000

Oil & Gas - 10.4%

BP PLC sponsored ADR

3,305,342

164,771,299

Burlington Resources, Inc.

238,900

9,544,055

Chevron Corp.

976,471

88,370,626

CNOOC Ltd. sponsored ADR

258,900

4,906,155

Conoco, Inc.:

Class A

788,400

22,232,880

Class B

2,354,415

68,042,594

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Devon Energy Corp.

293,965

$ 15,433,145

Exxon Mobil Corp.

4,402,718

384,577,417

Royal Dutch Petroleum Co.
(NY Shares)

1,840,400

107,240,108

TotalFinaElf SA:

Series B

448,000

62,746,880

sponsored ADR

2,183,396

153,274,399

USX - Marathon Group

1,621,100

47,838,661

1,128,978,219

TOTAL ENERGY

1,339,444,219

FINANCIALS - 27.6%

Banks - 9.5%

Bank of America Corp.

2,438,190

146,364,546

Bank of New York Co., Inc.

3,077,800

147,734,400

Bank One Corp.

2,266,538

81,142,060

Comerica, Inc.

1,601,800

92,263,680

First Union Corp.

1,753,222

61,257,577

FleetBoston Financial Corp.

1,786,800

70,489,260

Mellon Financial Corp.

2,266,900

104,277,400

PNC Financial Services Group, Inc.

504,800

33,210,792

U.S. Bancorp

4,855,638

110,659,990

Washington Mutual, Inc.

333,900

12,537,945

Wells Fargo & Co.

3,612,000

167,705,160

1,027,642,810

Diversified Financials - 14.0%

American Express Co.

2,728,816

105,878,061

Brascan Corp. Class A (ltd. vtg.)

2,213,200

38,036,634

Charles Schwab Corp.

1,432,400

21,915,720

Citigroup, Inc.

7,879,120

416,332,675

Fannie Mae

4,762,300

405,509,845

Freddie Mac

851,500

59,605,000

Household International, Inc.

2,289,547

152,712,785

J.P. Morgan Chase & Co.

3,879,950

173,045,770

Merrill Lynch & Co., Inc.

108,400

6,422,700

Morgan Stanley Dean Witter & Co.

1,384,000

88,894,320

Nomura Securities Co. Ltd.

1,622,000

31,082,263

Washington Mutual Capital Trust unit (a)(e)

339,000

18,136,500

1,517,572,273

Insurance - 3.2%

ACE Ltd.

1,474,100

57,622,569

Allstate Corp.

666,500

29,319,335

American International Group, Inc.

590,950

50,821,700

Conseco, Inc.

1,497,300

20,438,145

Hartford Financial Services
Group, Inc.

1,490,300

101,936,520

Highlands Insurance Group, Inc. (a)

371,100

1,799,835

Shares

Value (Note 1)

Marsh & McLennan Companies, Inc.

192,300

$ 19,422,300

The Chubb Corp.

314,100

24,320,763

The St. Paul Companies, Inc.

323,500

16,398,215

UnumProvident Corp.

682,100

21,909,052

343,988,434

Real Estate - 0.9%

Crescent Real Estate Equities Co.

810,400

19,911,528

Duke-Weeks Realty Corp.

434,622

10,800,357

Equity Office Properties Trust

524,500

16,589,935

Equity Residential Properties Trust (SBI)

649,500

36,729,225

Public Storage, Inc.

609,700

18,077,605

102,108,650

TOTAL FINANCIALS

2,991,312,167

HEALTH CARE - 5.7%

Health Care Equipment & Supplies - 0.5%

Becton, Dickinson & Co.

680,800

24,365,832

Guidant Corp. (a)

865,680

31,164,480

55,530,312

Health Care Providers & Services - 0.6%

HCA - The Healthcare Co.

671,450

30,342,826

McKesson HBOC, Inc.

943,200

35,011,584

65,354,410

Pharmaceuticals - 4.6%

American Home Products Corp.

648,000

37,869,120

Bristol-Myers Squibb Co.

2,674,200

139,860,660

Eli Lilly & Co.

1,789,700

132,437,800

Merck & Co., Inc.

1,583,100

101,175,921

Sanofi-Synthelabo SA

91,800

6,044,479

Schering-Plough Corp.

2,129,530

77,174,167

494,562,147

TOTAL HEALTH CARE

615,446,869

INDUSTRIALS - 14.4%

Aerospace & Defense - 2.4%

Boeing Co.

465,400

25,876,240

General Dynamics Corp.

505,700

39,348,517

Honeywell International, Inc.

1,758,825

61,541,287

Lockheed Martin Corp.

767,900

28,450,695

Raytheon Co.

576,500

15,306,075

United Technologies Corp.

1,195,400

87,575,004

258,097,818

Building Products - 0.3%

Masco Corp.

1,265,800

31,594,368

Commercial Services & Supplies - 1.7%

Avery Dennison Corp.

410,900

20,976,445

IMS Health, Inc.

1,368,800

39,010,800

New England Business Service, Inc.

207,200

3,978,240

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Per-Se Technologies, Inc. (a)

9,540

$ 77,751

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Pitney Bowes, Inc.

1,582,000

66,633,840

R.R. Donnelley & Sons Co.

535,300

15,898,410

Republic Services, Inc. (a)

826,400

16,404,040

Viad Corp.

775,800

20,481,120

183,460,646

Electrical Equipment - 0.2%

Rockwell International Corp.

485,000

18,488,200

Industrial Conglomerates - 5.3%

General Electric Co.

5,731,040

279,388,200

Minnesota Mining &
Manufacturing Co.

326,300

37,230,830

Textron, Inc.

1,527,400

84,068,096

Tyco International Ltd.

3,126,846

170,413,107

571,100,233

Machinery - 2.9%

Briggs & Stratton Corp.

49,700

2,092,370

Caterpillar, Inc.

1,367,900

68,463,395

CNH Global NV

60,800

360,544

Deere & Co.

1,467,850

55,558,123

Eaton Corp.

428,300

30,023,830

Illinois Tool Works, Inc.

514,400

32,561,520

Ingersoll-Rand Co.

1,074,144

44,254,733

Kennametal, Inc.

513,334

18,942,025

Navistar International Corp. (a)

387,600

10,903,188

Parker-Hannifin Corp.

1,047,700

44,464,388

Pentair, Inc.

300,200

10,146,760

317,770,876

Road & Rail - 1.6%

Burlington Northern Santa Fe Corp.

2,998,700

90,470,779

CSX Corp.

660,400

23,932,896

Norfolk Southern Corp.

410,900

8,505,630

Union Pacific Corp.

1,015,900

55,783,069

178,692,374

TOTAL INDUSTRIALS

1,559,204,515

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.3%

Motorola, Inc.

1,890,400

31,305,024

Computers & Peripherals - 2.4%

Compaq Computer Corp.

2,255,200

34,933,048

Dell Computer Corp. (a)

2,266,600

61,424,860

Hewlett-Packard Co.

1,766,500

50,521,900

Shares

Value (Note 1)

International Business Machines Corp.

806,600

$ 91,145,800

NCR Corp. (a)

412,200

19,373,400

257,399,008

Electronic Equipment & Instruments - 0.5%

Arrow Electronics, Inc. (a)

357,200

8,676,388

Avnet, Inc.

851,730

19,095,787

Thermo Electron Corp. (a)

1,295,400

28,524,708

56,296,883

IT Consulting & Services - 0.5%

Computer Sciences Corp. (a)

702,000

24,289,200

Unisys Corp. (a)

1,820,017

26,772,450

51,061,650

Semiconductor Equipment & Products - 0.6%

Intel Corp.

1,948,400

59,406,716

National Semiconductor Corp. (a)

408,000

11,880,960

71,287,676

Software - 0.8%

Computer Associates
International, Inc.

838,900

30,200,400

Microsoft Corp. (a)

786,400

56,628,664

86,829,064

TOTAL INFORMATION TECHNOLOGY

554,179,305

MATERIALS - 5.8%

Chemicals - 2.6%

Arch Chemicals, Inc.

352,800

7,701,624

Crompton Corp.

783,351

8,538,526

Dow Chemical Co.

1,112,300

36,983,975

E.I. du Pont de Nemours and Co.

1,072,649

51,744,588

Great Lakes Chemical Corp.

1,060,100

32,704,085

Hercules Trust II unit (a)

15,700

6,515,500

Hercules, Inc.

649,700

7,341,610

IMC Global, Inc.

1,119,500

11,418,900

Millennium Chemicals, Inc.

853,650

12,847,433

Olin Corp.

712,700

12,108,773

PolyOne Corp.

979,200

10,193,472

Praxair, Inc.

1,203,612

56,569,764

Solutia, Inc.

1,862,800

23,750,700

278,418,950

Containers & Packaging - 0.3%

Ball Corp.

254,479

12,103,021

Smurfit-Stone Container Corp. (a)

1,134,900

17,738,487

29,841,508

Metals & Mining - 1.7%

Alcoa, Inc.

2,163,016

85,222,830

Allegheny Technologies, Inc.

459,450

8,311,451

Dofasco, Inc.

926,300

14,928,481

Newmont Mining Corp.

446,300

8,305,643

Nucor Corp.

540,900

26,444,601

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Pechiney SA Series A

351,311

$ 17,908,430

Phelps Dodge Corp.

556,500

23,094,750

184,216,186

Paper & Forest Products - 1.2%

Bowater, Inc.

798,600

35,729,364

Georgia-Pacific Group

1,454,500

49,234,825

International Paper Co.

542,500

19,367,250

Weyerhaeuser Co.

469,900

25,830,403

130,161,842

TOTAL MATERIALS

622,638,486

TELECOMMUNICATION SERVICES - 6.0%

Diversified Telecommunication Services - 6.0%

AT&T Corp.

3,251,121

71,524,662

BellSouth Corp.

4,583,199

184,565,424

British Telecommunications PLC sponsored ADR

113,700

7,350,705

Korea Telecom sponsored ADR

103,000

2,263,940

Qwest Communications
International, Inc.

965,260

30,762,836

SBC Communications, Inc.

5,353,193

214,448,912

Verizon Communications

2,592,502

138,698,857

649,615,336

UTILITIES - 2.3%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

997,100

46,036,107

Cinergy Corp.

415,000

14,504,250

DPL, Inc.

99,554

2,883,084

Entergy Corp.

2,434,600

93,464,294

Niagara Mohawk Holdings, Inc. (a)

1,682,100

29,756,349

Northeast Utilities

491,200

10,192,400

Southern Co.

1,054,600

24,519,450

221,355,934

Gas Utilities - 0.1%

Kinder Morgan Management LLC

113,600

7,781,600

Multi-Utilities - 0.2%

SCANA Corp.

722,500

20,519,000

TOTAL UTILITIES

249,656,534

TOTAL COMMON STOCKS

(Cost $7,879,050,126)

10,300,870,719

Preferred Stocks - 1.3%

Shares

Value (Note 1)

Convertible Preferred Stocks - 1.2%

CONSUMER DISCRETIONARY - 0.4%

Hotels Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

388,400

$ 11,846,200

Media - 0.3%

Cox Communications, Inc. $6.858 PRIZES

154,200

8,812,530

MediaOne Group, Inc.
(Vodafone Group PLC):

$3.04 PIES

317,100

8,442,788

$3.63 PIES

213,500

12,302,938

29,558,256

TOTAL CONSUMER DISCRETIONARY

41,404,456

FINANCIALS - 0.2%

Insurance - 0.2%

ACE Ltd. $4.125 PRIDES

225,800

17,680,140

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Raytheon Co. $4.12

177,700

8,640,663

Airlines - 0.0%

Continental Airlines Capital Trust $3.00 (e)

111,200

5,636,450

TOTAL INDUSTRIALS

14,277,113

INFORMATION TECHNOLOGY - 0.1%

IT Consulting & Services - 0.1%

Electronic Data Systems Corp. $3.00

227,800

12,005,060

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

11,816,442

UTILITIES - 0.3%

Electric Utilities - 0.2%

TXU Corp. $1.6575 PRIDES

398,400

17,928,000

Gas Utilities - 0.1%

NiSource, Inc. $3.875 PIES

299,300

14,815,350

TOTAL UTILITIES

32,743,350

TOTAL CONVERTIBLE PREFERRED STOCKS

129,926,561

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

25,523

$ 2,718,200

TOTAL PREFERRED STOCKS

(Cost $136,749,036)

132,644,761

Corporate Bonds - 1.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 1.3%

CONSUMER DISCRETIONARY - 0.5%

Hotels Restaurants & Leisure - 0.0%

Royal Caribbean Cruises Ltd. 0% 2/2/21

Baa3

$ 15,369,000

5,575,720

Media - 0.4%

Adelphia Communications Corp. 6% 2/15/06

B3

9,440,000

9,102,048

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

26,600,000

11,048,842

Liberty Media Corp.3.5% 1/15/31 (e)

Baa3

11,400,000

8,892,000

News America, Inc. liquid yield option note 0% 2/28/21 (e)

Baa3

22,670,000

11,391,675

40,434,565

Specialty Retail - 0.1%

Lowe's Companies, Inc. liquid yield option note 0% 2/16/21 (e)

A3

7,800,000

5,511,012

Venator Group, Inc. 5.5% 6/1/08 (e)

B2

2,850,000

3,313,125

8,824,137

TOTAL CONSUMER DISCRETIONARY

54,834,422

FINANCIALS - 0.5%

Diversified Financials - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (e)

-

3,680,000

3,836,400

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,545,675

Real Estate - 0.4%

Liberty Property LP 8.3% 7/6/01

Baa3

27,685,000

40,420,100

TOTAL FINANCIALS

48,802,175

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.1%

Machinery - 0.1%

Briggs & Stratton Corp. 5% 5/15/06 (e)

Ba1

$ 1,370,000

$ 1,448,775

SPX Corp. liquid yield option note 0% 2/6/21 (e)

Ba3

19,570,000

13,180,395

14,629,170

INFORMATION TECHNOLOGY - 0.1%

Computers & Peripherals - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

6,362,795

Semiconductor Equipment & Products - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (e)

B2

6,720,000

5,409,600

TOTAL INFORMATION TECHNOLOGY

11,772,395

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (e)

B1

13,390,000

8,167,900

5.25% 1/15/10

B1

6,710,000

4,093,100

12,261,000

TOTAL CONVERTIBLE BONDS

142,299,162

Nonconvertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

570,000

347,700

Hotels Restaurants & Leisure - 0.1%

Domino's, Inc. 10.375% 1/15/09

B3

840,000

858,900

Extended Stay America, Inc. 9.875% 6/15/11 (e)

B2

800,000

794,000

MGM Mirage, Inc. 8.375% 2/1/11

Ba2

900,000

909,000

Park Place Entertainment Corp. 8.125% 5/15/11 (e)

Ba2

1,115,000

1,106,638

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

940,000

958,800

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

1,175,000

1,257,250

5,884,588

Household Durables - 0.0%

American Greetings Corp. 11.75% 7/15/08 (e)

Ba3

60,000

58,050

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 0.1%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

$ 1,005,000

$ 934,650

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 0% 1/15/10 (d)

B2

2,475,000

1,658,250

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

3,760,000

2,105,600

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

240,000

240,000

Quebecor Media, Inc. 11.125% 7/15/11 (e)

B2

800,000

798,000

Radio One, Inc. 8.875% 7/1/11 (e)

B3

1,190,000

1,190,000

Telemundo Holdings, Inc. 0% 8/15/08 (d)

B3

15,000

11,550

Telewest PLC yankee 11% 10/1/07

B2

2,905,000

2,411,150

UIH Australia/Pacific, Inc. 14% 5/15/06

Caa2

1,115,000

334,500

United Pan-Europe Communications NV yankee 0% 2/1/10 (d)

Caa1

1,335,000

220,275

9,903,975

Multiline Retail - 0.0%

JCPenney Co., Inc.:

6% 5/1/06

Ba2

110,000

91,300

6.9% 8/15/26

Ba2

240,000

230,400

7.375% 6/15/04

Ba2

110,000

105,050

7.375% 8/15/08

Ba2

130,000

115,700

7.4% 4/1/37

Ba2

115,000

105,800

648,250

TOTAL CONSUMER DISCRETIONARY

16,842,563

CONSUMER STAPLES - 0.0%

Food & Drug Retailing - 0.0%

Rite Aid Corp. 12.5% 9/15/06 (e)

-

1,285,000

1,387,800

ENERGY - 0.0%

Oil & Gas - 0.0%

Chesapeake Energy Corp. 8.125% 4/1/11 (e)

B2

1,885,000

1,762,475

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

FINANCIALS - 0.0%

Diversified Financials - 0.0%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

$ 1,055,000

$ 1,076,100

CanWest Media, Inc. 10.625% 5/15/11 (e)

B2

785,000

794,813

1,870,913

Real Estate - 0.0%

Meditrust Corp. 7.82% 9/10/26

Ba3

735,000

705,600

TOTAL FINANCIALS

2,576,513

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

DaVita, Inc. 9.25% 4/15/11 (e)

B2

640,000

656,000

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

1,195,000

1,224,875

1,880,875

INDUSTRIALS - 0.0%

Building Products - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

1,005,000

1,005,000

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

1,125,000

1,068,750

MATERIALS - 0.0%

Chemicals - 0.0%

IMC Global, Inc. 10.875% 6/1/08 (e)

Ba1

735,000

727,650

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

840,000

840,000

1,567,650

Containers & Packaging - 0.0%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11 (e)

B2

110,000

110,550

Metals & Mining - 0.0%

Phelps Dodge Corp. 8.75% 6/1/11

Baa2

680,000

670,820

TOTAL MATERIALS

2,349,020

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

835,000

642,950

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Triton PCS, Inc. 0% 5/1/08 (d)

B3

$ 1,625,000

$ 1,283,750

1,926,700

Wireless Telecommunication Services - 0.1%

American Tower Corp. 9.375% 2/1/09 (e)

B3

985,000

920,975

Echostar Broadband Corp. 10.375% 10/1/07

B1

1,965,000

1,955,175

Nextel Communications, Inc. 0% 10/31/07 (d)

B1

2,535,000

1,673,100

Nextel International, Inc. 0% 4/15/08 (d)

Caa1

2,010,000

462,300

5,011,550

TOTAL TELECOMMUNICATION SERVICES

6,938,250

UTILITIES - 0.1%

Electric Utilities - 0.1%

AES Corp.:

8% 12/31/08

Ba1

1,295,000

1,223,775

9.375% 9/15/10

Ba1

1,100,000

1,100,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

915,000

823,500

6.25% 3/1/04

B3

375,000

326,250

6.75% 10/1/23

B3

1,120,000

884,800

4,358,325

Multi-Utilities - 0.0%

PG&E National Energy Group, Inc. 10.375% 5/16/11 (e)

Baa2

875,000

875,000

TOTAL UTILITIES

5,233,325

TOTAL NONCONVERTIBLE BONDS

41,044,571

TOTAL CORPORATE BONDS

(Cost $186,978,655)

183,343,733

Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Tenneco Automotive, Inc.:

Tranche B term loan 8.09% 12/30/07 (f)

B2

550,000

473,000

Tranche C term loan 8.34% 6/30/08 (f)

B2

550,000

473,000

946,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (f)

Ba3

$ 846,483

$ 840,134

Tranche C term loan 6.9399% 7/21/07 (f)

Ba3

1,015,779

1,008,161

1,848,295

TOTAL FLOATING RATE LOANS

(Cost $2,639,811)

2,794,295

Cash Equivalents - 1.8%

Shares

Fidelity Cash Central Fund, 4.09% (c)

161,485,669

161,485,669

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

33,305,019

33,305,019

TOTAL CASH EQUIVALENTS

(Cost $194,790,688)

194,790,688

TOTAL INVESTMENT
PORTFOLIO - 100.0%

(Cost $8,400,208,316)

10,814,444,196

NET OTHER ASSETS - 0.0%

3,641,659

NET ASSETS - 100%

$ 10,818,085,855

Security Type Abbreviations

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIERS

-

Preferred Income Equity Redeemable Security

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $96,105,783 or 0.9% of net assets.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp. warrants 6/27/06

6/27/01

$ 126,790

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,452,929,488 and $1,184,533,055.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $91,060 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $126,790 or 0.0% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $7,040,000. The weighted average interest rate was 5.24%. Interest expense includes $1,024 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loans were outstanding amounted to $4,526,000. The weighted average interest rate was 5.31%. Interest expense includes $2,669 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $2,794,295 or 0.0% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $8,404,424,411. Net unrealized appreciation aggregated $2,410,019,785, of which $2,981,360,293 related to appreciated investment securities and $571,340,508 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $31,998,816) (cost $8,400,208,316) - See accompanying schedule

$ 10,814,444,196

Receivable for investments sold

24,291,668

Receivable for fund shares sold

18,905,919

Dividends receivable

13,086,351

Interest receivable

3,724,665

Other receivables

34,744

Total assets

10,874,487,543

Liabilities

Payable for investments purchased

$ 12,626,037

Payable for fund shares redeemed

5,354,650

Accrued management fee

4,343,235

Distribution fees payable

87,182

Other payables and
accrued expenses

685,565

Collateral on securities loaned,
at value

33,305,019

Total liabilities

56,401,688

Net Assets

$ 10,818,085,855

Net Assets consist of:

Paid in capital

$ 8,134,172,386

Undistributed net investment income

76,429,853

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

193,310,334

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

2,414,173,282

Net Assets

$ 10,818,085,855

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($9,933,097,284 ÷
418,816,835 shares)

$23.72

Service Class:
Net Asset Value, offering price
and redemption price per
share ($759,757,518 ÷
32,121,573 shares)

$23.65

Service Class 2:
Net Asset Value, offering price
and redemption price per
share ($125,231,053 ÷
5,309,462 shares)

$23.59

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 99,021,916

Interest

8,468,944

Security lending

187,200

107,678,060

Less foreign taxes withheld

(1,931,040)

Total income

105,747,020

Expenses

Management fee

$ 25,312,029

Transfer agent fees

3,499,175

Distribution fees

434,255

Accounting and security lending fees

447,524

Non-interested trustees' compensation

5,454

Custodian fees and expenses

92,466

Registration fees

4,929

Audit

33,536

Legal

27,406

Interest

3,693

Reports to shareholders

952,176

Miscellaneous

3,532

Total expenses before reductions

30,816,175

Expense reductions

(757,519)

30,058,656

Net investment income

75,688,364

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

198,780,684

Foreign currency transactions

(100,930)

198,679,754

Change in net unrealized appreciation (depreciation) on:

Investment securities

(381,248,460)

Assets and liabilities in
foreign currencies

(35,598)

(381,284,058)

Net gain (loss)

(182,604,304)

Net increase (decrease) in net assets resulting from operations

$ (106,915,940)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 75,688,364

$ 172,079,690

Net realized gain (loss)

198,679,754

500,168,037

Change in net unrealized appreciation (depreciation)

(381,284,058)

94,926,588

Net increase (decrease) in net assets resulting from operations

(106,915,940)

767,174,315

Distributions to shareholders
From net investment income

(175,168,717)

(187,986,087)

From net realized gain

(493,630,239)

(694,753,499)

Total distributions

(668,798,956)

(882,739,586)

Share transactions - net increase (decrease)

949,906,874

(692,163,922)

Total increase (decrease) in net assets

174,191,978

(807,729,193)

Net Assets

Beginning of period

10,643,893,877

11,451,623,070

End of period (including undistributed net investment income of $76,429,853 and
$170,138,206, respectively)

$ 10,818,085,855

$ 10,643,893,877

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

49,070,831

$ 1,173,373,633

45,973,673

$ 1,098,402,964

Reinvested

25,863,824

625,387,254

38,143,296

847,544,035

Redeemed

(46,687,585)

(1,109,454,422)

(121,903,326)

(2,861,778,639)

Net increase (decrease)

28,247,070

$ 689,306,465

(37,786,357)

$ (915,831,640)

Service Class
Sold

6,895,101

$ 164,018,051

9,905,652

$ 235,854,814

Reinvested

1,673,998

40,376,818

1,585,963

35,176,653

Redeemed

(1,392,544)

(32,407,189)

(3,590,373)

(84,741,881)

Net increase (decrease)

7,176,555

$ 171,987,680

7,901,242

$ 186,289,586

Service Class 2 A
Sold

3,908,816

$ 92,463,010

1,666,464

$ 39,694,526

Reinvested

126,086

3,034,884

852

18,898

Redeemed

(295,865)

(6,885,165)

(96,891)

(2,335,292)

Net increase (decrease)

3,739,037

$ 88,612,729

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 164,164,158

$ 180,623,926

Service Class

10,221,979

7,358,208

Service Class 2 A

782,580

3,953

Total

$ 175,168,717

$ 187,986,087

From net realized gain
Initial Class

$ 461,223,096

$ 666,920,109

Service Class

30,154,839

27,818,445

Service Class 2 A

2,252,304

14,945

Total

$ 493,630,239

$ 694,753,499

$ 668,798,956

$ 882,739,586

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.17 D

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

(.37)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

(.20)

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.42)

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(1.60)

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 23.72

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

(.90)%

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,933,097

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.58% A

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after all
expense reductions

.56% A, F

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.45% A

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

23% A

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.16

.37

.38

.36

.05

Net realized and unrealized gain (loss)

(.38)

1.46

1.11

2.31

.78

Total from investment operations

(.22)

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.40)

(.43) G

(.38)

(.34)

-

From net realized gain

(1.18)

(1.61) G

(.84)

(1.21)

-

Total distributions

(1.58)

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 23.65

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

(.99)%

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 759,758

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.68% A

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after all expense reductions

.66% A, F

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.35% A

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

23% A

22%

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 25.41

$ 25.18

Income from Investment Operations

Net investment income D

.14

.32

Net realized and unrealized gain (loss)

(.37)

1.95

Total from investment operations

(.23)

2.27

Less Distributions

From net investment income

(.41)

(.43) G

From net realized gain

(1.18)

(1.61) G

Total distributions

(1.59)

(2.04)

Net asset value, end of period

$ 23.59

$ 25.41

Total Return B, C

(1.03)%

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 125,231

$ 39,911

Ratio of expenses to average net assets

.84% A

.83% A

Ratio of expenses to average net assets after all expense reductions

.82% A, F

.82% A, F

Ratio of net investment income to average net assets

1.19% A

1.41% A

Portfolio turnover rate

23% A

22%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class 2

-23.68%

14.41%

17.14%

Russell 3000 Growth Index

-35.31%

11.24%

13.38%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

14.51%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2 on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $48,643 - a 386.43% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,105 - a 251.05% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Microsoft Corp.

6.3

Intel Corp.

4.3

Pfizer, Inc.

4.1

General Electric Co.

3.8

AOL Time Warner, Inc.

2.9

21.4

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

31.0

Health Care

17.5

Consumer Discretionary

16.8

Financials

12.5

Industrials

8.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

98.7%

Short-Term Investments and Net Other Assets

1.3%



* Foreign investments 5.5%

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Jennifer Uhrig, Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the six months that ended June 30, 2001, the fund outperformed both the Russell 3000 ® Growth Index - which returned -13.25% - and the variable annuity growth funds average, which returned -10.51% according to Lipper Inc. For the 12 months that ended June 30, 2001, the fund topped the -35.31% return of the Russell index, but trailed its Lipper average, which returned -20.67%.

Q. What factors shaped the fund's performance during the six-month period?

A. The past six months were an unusually tough environment for growth stocks, as many of the excesses of the Internet bubble evaporated. In addition to a slowing economy and restricted corporate budgets, we saw a particularly high degree of volatility in growth industries such as technology and telecommunications. The fund's underweightings in these two groups during the period helped its performance. Overall, mid-cap, cyclical and value stocks had the upper hand over large-cap growth stocks during the period.

Q. How did you navigate the technology sector during the period?

A. Rich valuations continued to concern me, and several tech groups suffered from overcapacity and weak demand. That being said, the fund did have close to one-third of its investments in technology at the end of the period. A good portion of that was allotted to personal computer-related stocks such as Microsoft, Dell and Intel. I liked the new product cycles for both Microsoft and Intel, and Dell continued to capture share as the leading low-cost provider of PCs. Also, while these stocks were affected by the slowing economy, they weren't as vulnerable to overcapacity caused by the Internet craze as several other technology groups were. Microsoft was the fund's single best performer during the period, and Dell also contributed positively. Intel disappointed, but I felt the stock remained a good long-term investment.

Q. The fund's energy stocks performed well during the period, as did its finance-related investments. Why?

A. Over the long run, it is becoming incrementally harder to find oil and natural gas as easily exploitable reserves are becoming depleted. This mega-trend benefits companies that supply equipment and services for drilling. We saw a strong period for these companies as high oil and gas prices stimulated drilling activity. Weatherford International and Smith International were two stocks that performed well. However, I expect to see volatile shorter-term cycles within this longer-term trend as increased supply temporarily depresses prices and drilling activity declines. Hence, I don't regard energy services as a buy-and-hold group. In terms of the fund's finance holdings, lower interest rates helped bank stocks such as Bank One and Bank of America, as well as government mortgage lenders Fannie Mae and Freddie Mac.

Q. Stable-growth stocks such as pharmaceuticals typically perform well in times of volatility, but drug stocks stumbled during this period. Why?

A. Delayed product approvals, heightened government scrutiny and a peak year for patent expirations all conspired to work against the big drug companies. Schering-Plough - which makes the popular allergy drug Claritin - and Bristol-Myers Squibb, which makes the diabetes drug Glucophage, each faced patent issues and experienced difficulty getting new drugs approved during the period. Their stock performance suffered as a result.

Q. Which other stocks performed well during the period? Which holdings proved disappointing?

A. IBM was a good stock during the period, as it benefited from a new mainframe-related product release. I was a little late to the retail stock rally, but Home Depot also performed well. Other disappointments included Internet infrastructure stocks Cisco and Sun Microsystems, as well as EMC, which specializes in data storage.

Q. What's your outlook?

A. I'll be looking to position the fund more aggressively during the next few months. We're in a falling interest-rate environment - with no signs of inflation - and I think the Federal Reserve Board ultimately will be successful at stimulating the economy. That said, I'm optimistic about companies that are economically sensitive, including technology, and will look to increase the fund's cyclical exposure as evidence of a recovery becomes more apparent.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of June 30, 2001, more than $15.2 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.8%

Hotels, Restaurants & Leisure - 2.0%

Brinker International, Inc. (a)

1,970,550

$ 50,938,718

Darden Restaurants, Inc.

802,100

22,378,590

Harrah's Entertainment, Inc. (a)

1,177,200

41,555,160

McDonald's Corp.

2,833,100

76,663,686

Outback Steakhouse, Inc. (a)

873,910

25,168,608

Tricon Global Restaurants, Inc. (a)

1,726,850

75,808,715

Wendy's International, Inc.

553,200

14,128,728

306,642,205

Household Durables - 1.4%

Black & Decker Corp.

616,140

24,312,884

Centex Corp.

268,400

10,937,300

D.R. Horton, Inc.

822,600

18,673,020

Lennar Corp.

393,700

16,417,290

Maytag Corp.

817,300

23,914,198

Nintendo Co. Ltd.

94,200

17,145,125

Pulte Homes, Inc.

680,000

28,988,400

Sony Corp.

1,270,900

83,625,218

224,013,435

Leisure Equipment & Products - 0.8%

Hasbro, Inc.

2,178,300

31,476,435

Mattel, Inc.

4,868,300

92,108,236

123,584,671

Media - 5.6%

AOL Time Warner, Inc. (a)

8,481,052

449,495,756

AT&T Corp. - Liberty Media Group
Class A (a)

2,907,780

50,857,072

Clear Channel Communications, Inc. (a)

1,372,000

86,024,400

Comcast Corp. Class A (special) (a)

804,600

34,959,870

Cox Communications, Inc. Class A (a)

1,367,800

60,593,540

Fox Entertainment Group, Inc. Class A (a)

347,600

9,698,040

United Pan-Europe Communications
NV sponsored ADR (a)

2,089,700

5,307,838

UnitedGlobalCom, Inc. Class A (a)

928,200

8,019,648

Viacom, Inc. Class B (non-vtg.) (a)

2,884,125

149,253,469

854,209,633

Multiline Retail - 2.8%

Costco Wholesale Corp. (a)

745,000

31,237,850

Dillards, Inc. Class A

1,254,130

19,150,565

Family Dollar Stores, Inc.

534,300

13,694,109

Federated Department Stores, Inc. (a)

576,300

24,492,750

JCPenney Co., Inc.

1,048,800

27,646,368

Kmart Corp. (a)

5,336,600

61,210,802

Sears, Roebuck & Co.

985,480

41,695,659

Wal-Mart Stores, Inc.

4,184,800

204,218,240

423,346,343

Specialty Retail - 4.2%

Abercrombie & Fitch Co. Class A (a)

1,355,400

60,315,300

AutoZone, Inc. (a)

1,671,300

62,673,750

Best Buy Co., Inc. (a)

1,139,500

72,381,040

Gap, Inc.

2,774,300

80,454,700

Shares

Value (Note 1)

Home Depot, Inc.

4,886,700

$ 227,475,885

Lowe's Companies, Inc.

726,700

52,722,085

O'Reilly Automotive, Inc. (a)

1,209,600

34,292,160

Toys 'R' Us, Inc. (a)

1,993,480

49,338,630

639,653,550

TOTAL CONSUMER DISCRETIONARY

2,571,449,837

CONSUMER STAPLES - 6.2%

Beverages - 1.7%

Pepsi Bottling Group, Inc.

1,168,200

46,844,820

PepsiAmericas, Inc.

1,031,800

13,722,940

PepsiCo, Inc.

841,600

37,198,720

The Coca-Cola Co.

3,686,700

165,901,500

263,667,980

Food & Drug Retailing - 1.3%

CVS Corp.

1,110,400

42,861,440

Rite Aid Corp. (a)

5,999,590

53,996,310

Rite Aid Corp. (a)(d)

1,450,000

11,745,000

Walgreen Co.

2,666,260

91,052,779

199,655,529

Food Products - 0.6%

Kraft Foods, Inc. Class A

1,482,900

45,969,900

Quaker Oats Co.

392,600

35,824,750

81,794,650

Household Products - 0.7%

Kimberly-Clark Corp.

940,900

52,596,310

Procter & Gamble Co.

723,460

46,156,748

98,753,058

Personal Products - 1.0%

Gillette Co.

5,347,000

155,009,530

Tobacco - 0.9%

Philip Morris Companies, Inc.

2,746,600

139,389,950

TOTAL CONSUMER STAPLES

938,270,697

ENERGY - 2.9%

Energy Equipment & Services - 2.9%

Baker Hughes, Inc.

1,557,570

52,178,595

BJ Services Co. (a)

1,834,260

52,056,299

Coflexip SA sponsored ADR

776,900

50,226,585

Global Industries Ltd. (a)

1,904,900

24,992,288

Halliburton Co.

1,236,900

44,033,640

National-Oilwell, Inc. (a)

1,567,500

42,009,000

Smith International, Inc. (a)

765,750

45,868,425

Stolt Offshore SA (a)

1,796,600

22,935,237

Transocean Sedco Forex, Inc.

780,000

32,175,000

Varco International, Inc. (a)

1,421,000

26,444,810

Weatherford International, Inc. (a)

1,068,640

51,294,720

444,214,599

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - 12.5%

Banks - 2.8%

Bank of America Corp.

1,169,200

$ 70,187,076

Bank of New York Co., Inc.

355,100

17,044,800

Bank One Corp.

5,752,890

205,953,462

FleetBoston Financial Corp.

2,391,452

94,342,781

Mellon Financial Corp.

934,200

42,973,200

430,501,319

Diversified Financials - 6.6%

American Express Co.

3,415,300

132,513,640

Capital One Financial Corp.

821,600

49,296,000

Charles Schwab Corp.

3,252,950

49,770,135

Citigroup, Inc.

3,152,710

166,589,196

Daiwa Securities Group, Inc.

6,397,000

66,934,612

Fannie Mae

918,500

78,210,275

Freddie Mac

942,600

65,982,000

Goldman Sachs Group, Inc.

265,800

22,805,640

J.P. Morgan Chase & Co.

833,800

37,187,480

MBNA Corp.

505,900

16,669,405

Merrill Lynch & Co., Inc.

918,500

54,421,125

Moody's Corp.

438,900

14,703,150

Morgan Stanley Dean Witter & Co.

812,000

52,154,760

Nikko Securities Co. Ltd.

9,697,000

77,672,408

Nomura Securities Co. Ltd.

4,062,000

77,839,799

State Street Corp.

756,200

37,424,338

1,000,173,963

Insurance - 3.1%

ACE Ltd.

495,500

19,369,095

AFLAC, Inc.

2,002,420

63,056,206

Allstate Corp.

253,400

11,147,066

American General Corp.

1,794,800

83,368,460

American International Group, Inc.

1,836,946

157,977,356

Marsh & McLennan Companies, Inc.

438,600

44,298,600

MBIA, Inc.

1,098,900

61,186,752

Xl Capital Ltd. Class A

376,510

30,911,471

471,315,006

TOTAL FINANCIALS

1,901,990,288

HEALTH CARE - 17.5%

Biotechnology - 4.0%

Abgenix, Inc. (a)

1,300,642

56,903,088

Alkermes, Inc. (a)

1,152,700

40,263,811

Amgen, Inc. (a)

2,820,500

175,012,025

Genentech, Inc. (a)

1,096,800

60,433,680

Geneva Proteomics (a)(d)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

1,270,500

75,823,440

Medarex, Inc. (a)

1,687,600

39,709,228

Millennium Pharmaceuticals, Inc. (a)

2,537,680

86,027,352

Shares

Value (Note 1)

Protein Design Labs, Inc. (a)

775,200

$ 65,194,320

QLT, Inc. (a)

389,100

7,710,040

611,619,984

Health Care Equipment & Supplies - 1.3%

Bausch & Lomb, Inc.

337,400

12,227,376

Guidant Corp. (a)

806,400

29,030,400

Medtronic, Inc.

3,269,800

150,443,498

191,701,274

Health Care Providers & Services - 1.8%

Cardinal Health, Inc.

800,800

55,255,200

Health Management Associates, Inc. Class A (a)

88,600

1,864,144

McKesson HBOC, Inc.

3,290,300

122,135,936

Tenet Healthcare Corp. (a)

1,827,700

94,291,043

273,546,323

Pharmaceuticals - 10.4%

American Home Products Corp.

2,649,200

154,819,248

Bristol-Myers Squibb Co.

2,785,400

145,676,420

Cambridge Antibody Technology
Group PLC (a)

1,018,375

29,864,918

Elan Corp. PLC sponsored ADR (a)

1,553,350

94,754,350

Eli Lilly & Co.

2,824,500

209,013,000

Johnson & Johnson

2,166,500

108,325,000

Merck & Co., Inc.

2,154,160

137,672,366

Pfizer, Inc.

15,758,235

631,117,312

Pharmacia Corp.

1,448,100

66,540,195

Watson Pharmaceuticals, Inc. (a)

302,900

18,670,756

1,596,453,565

TOTAL HEALTH CARE

2,673,321,146

INDUSTRIALS - 8.1%

Aerospace & Defense - 0.0%

Goodrich Corp.

124,290

4,720,534

Airlines - 1.1%

AMR Corp. (a)

1,272,780

45,985,541

Continental Airlines, Inc. Class B (a)

834,300

41,089,275

Delta Air Lines, Inc.

989,200

43,603,936

Northwest Airlines Corp. (a)

1,447,500

34,233,375

164,912,127

Commercial Services & Supplies - 0.6%

Automatic Data Processing, Inc.

812,000

40,356,400

Concord EFS, Inc. (a)

632,400

35,123,496

DST Systems, Inc. (a)

264,900

13,960,230

89,440,126

Construction & Engineering - 0.5%

Fluor Corp.

1,536,310

69,364,397

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.3%

Mitsubishi Electric Corp.

9,393,000

$ 46,543,248

Molex, Inc. Class A (non-vtg.)

26,600

783,370

47,326,618

Industrial Conglomerates - 4.3%

General Electric Co.

11,994,200

584,717,250

Minnesota Mining & Manufacturing Co.

623,880

71,184,708

655,901,958

Machinery - 0.1%

Illinois Tool Works, Inc.

313,900

19,869,870

Road & Rail - 1.2%

Burlington Northern Santa Fe Corp.

1,812,800

54,692,176

Canadian National Railway Co.

1,527,210

61,955,904

Union Pacific Corp.

1,292,150

70,951,957

187,600,037

TOTAL INDUSTRIALS

1,239,135,667

INFORMATION TECHNOLOGY - 31.0%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

14,866,620

287,966,429

Comverse Technology, Inc. (a)

868,200

50,017,002

McDATA Corp.:

Class A (a)

1,219,500

24,329,025

Class B

317,400

7,204,980

Nortel Networks Corp.

1,716,500

15,602,985

QUALCOMM, Inc. (a)

1,979,300

112,721,135

Tellium, Inc.

22,500

382,950

498,224,506

Computers & Peripherals - 6.8%

Apple Computer, Inc. (a)

1,538,800

37,223,572

Compaq Computer Corp.

5,173,700

80,140,613

Dell Computer Corp. (a)

9,521,700

258,038,070

EMC Corp. (a)

3,004,740

87,287,697

Gateway, Inc. (a)

1,499,100

24,660,195

Hewlett-Packard Co.

2,696,400

77,117,040

International Business Machines Corp.

2,343,100

264,770,300

Lexmark International, Inc. Class A (a)

1,228,700

82,630,075

StorageNetworks, Inc.

1,365,700

23,134,958

Sun Microsystems, Inc. (a)

6,752,300

109,387,260

1,044,389,780

Electronic Equipment & Instruments - 1.1%

Agilent Technologies, Inc. (a)

1,067,760

34,702,200

Avnet, Inc.

1,353,800

30,352,196

Sanmina Corp. (a)

1,487,700

35,853,570

SCI Systems, Inc. (a)

2,727,200

69,543,600

170,451,566

Shares

Value (Note 1)

Internet Software & Services - 0.4%

Jupiter Media Metrix, Inc. (a)

769,800

$ 985,344

Openwave Systems, Inc.

689,200

22,385,216

VeriSign, Inc. (a)

621,807

36,176,731

59,547,291

Semiconductor Equipment & Products - 10.2%

Altera Corp. (a)

1,899,050

56,325,823

Analog Devices, Inc. (a)

911,600

39,426,700

Applied Materials, Inc. (a)

2,204,500

113,377,435

ASML Holding NV (NY Shares) (a)

527,600

11,897,380

Cabot Microelectronics Corp. (a)

312,000

19,503,120

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

1,531,700

38,736,693

Integrated Circuit Systems, Inc. (a)

863,200

16,487,120

Integrated Device Technology, Inc. (a)

528,900

15,909,312

Intel Corp.

21,640,100

659,806,649

KLA-Tencor Corp. (a)

1,166,000

68,444,200

LAM Research Corp. (a)

1,716,600

51,583,830

Lattice Semiconductor Corp. (a)

570,500

14,097,055

Micron Technology, Inc. (a)

2,509,300

103,132,230

National Semiconductor Corp. (a)

527,700

15,366,624

QLogic Corp. (a)

117,137

7,544,794

Semtech Corp. (a)

278,500

8,895,290

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

3,662,120

55,627,603

Teradyne, Inc. (a)

1,770,300

58,596,930

Texas Instruments, Inc.

5,052,200

159,144,300

Xilinx, Inc. (a)

1,130,000

47,516,500

1,561,419,588

Software - 9.2%

Adobe Systems, Inc.

1,548,400

72,697,380

BEA Systems, Inc. (a)

263,500

8,753,470

Compuware Corp. (a)

1,265,000

17,279,900

Electronic Arts, Inc. (a)

1,393,800

80,129,562

Inktomi Corp. (a)

1,435,800

13,123,212

Intuit, Inc. (a)

13,300

516,040

Microsoft Corp. (a)

13,315,923

958,879,614

Oracle Corp. (a)

3,365,870

66,173,004

PeopleSoft, Inc. (a)

2,183,800

105,477,540

VERITAS Software Corp. (a)

1,144,598

77,741,096

1,400,770,818

TOTAL INFORMATION TECHNOLOGY

4,734,803,549

MATERIALS - 0.3%

Chemicals - 0.3%

Dow Chemical Co.

592,700

19,707,275

Lyondell Chemical Co.

2,101,500

32,321,070

52,028,345

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 1.6%

AT&T Corp.

3,689,400

$ 81,166,800

BellSouth Corp.

1,253,400

50,474,418

SBC Communications, Inc.

2,810,023

112,569,521

TeraBeam Networks (d)

60,800

60,800

244,271,539

Wireless Telecommunication Services - 1.1%

Nextel Communications, Inc. Class A (a)

3,108,570

53,840,432

Sprint Corp. - PCS Group Series 1 (a)

1,674,780

40,445,937

Vodafone Group PLC

33,837,911

75,627,506

169,913,875

TOTAL TELECOMMUNICATION SERVICES

414,185,414

UTILITIES - 0.7%

Electric Utilities - 0.4%

AES Corp. (a)

1,385,100

59,628,555

Multi-Utilities - 0.3%

Enron Corp.

869,400

42,600,600

TOTAL UTILITIES

102,229,155

TOTAL COMMON STOCKS

(Cost $13,180,210,937)

15,071,628,697

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (d)
(Cost $1,528,257)

88,646

150,698

U.S. Government Agency Obligations - 0.0%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Fannie Mae 5.5% 5/2/06 (Cost $3,592,346)

AA-

$ 3,605,000

3,568,950

Cash Equivalents - 1.7%

Shares

Fidelity Cash Central Fund, 4.09% (c)

150,356,676

150,356,676

Fidelity Securities Lending Cash Central Fund, 4.02% (c)

114,404,700

114,404,700

TOTAL CASH EQUIVALENTS

(Cost $264,761,376)

264,761,376

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $13,450,092,916)

15,340,109,721

NET OTHER ASSETS - (0.4)%

(68,167,020)

NET ASSETS - 100%

$ 15,271,942,701

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

Rite Aid Corp.

6/27/01

$ 10,875,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $9,321,978,439 and $8,719,063,613, respectively, of which long-term U.S. government and government agency obligations aggregated $3,592,346 and $0, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $565,765 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $16,499,498 or 0.1% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $12,935,500. The weighted average interest rate was 4.94%. At period end there were no interfund loans outstanding.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $13,586,203,933. Net unrealized appreciation aggregated $1,753,905,788, of which $2,853,694,129 related to appreciated investment securities and $1,099,788,341 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities,
at value (including securities loaned of $107,022,945)
(cost $13,450,092,916) -
See accompanying schedule

$ 15,340,109,721

Receivable for investments sold

153,738,092

Receivable for fund shares sold

6,830,618

Dividends receivable

12,322,608

Interest receivable

619,920

Other receivables

278,359

Total assets

15,513,899,318

Liabilities

Payable to custodian bank

$ 10,280

Payable for investments purchased

110,545,539

Payable for fund shares redeemed

9,351,904

Accrued management fee

7,426,895

Distribution fees payable

172,162

Other payables and
accrued expenses

45,137

Collateral on securities loaned,
at value

114,404,700

Total liabilities

241,956,617

Net Assets

$ 15,271,942,701

Net Assets consist of:

Paid in capital

$ 14,313,888,157

Undistributed net
investment income

17,677,687

Accumulated undistributed
net realized gain (loss) on investments and foreign
currency transactions

(949,610,316)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

1,889,987,173

Net Assets

$ 15,271,942,701

Initial Class:
Net Asset Value, offering price
and redemption price per share
($13,371,788,843 ÷
362,531,300 shares)

$36.88

Service Class:
Net Asset Value, offering price
and redemption price per share
($1,786,692,791 ÷
48,605,584 shares)

$36.76

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($113,461,067 ÷

3,097,125 shares)

$36.63

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 54,605,054

Interest

13,062,680

Security lending

693,431

Total income

68,361,165

Expenses

Management fee

$ 45,636,564

Transfer agent fees

5,134,794

Distribution fees

989,544

Accounting and security lending fees

565,123

Custodian fees and expenses

243,373

Registration fees

52,869

Audit

46,986

Legal

41,620

Interest

3,553

Reports to shareholders

1,311,082

Miscellaneous

5,495

Total expenses before reductions

54,031,003

Expense reductions

(3,114,210)

50,916,793

Net investment income

17,444,372

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(785,064,504)

Foreign currency transactions

(325,425)

(785,389,929)

Change in net unrealized
appreciation (depreciation) on:
Investment securities

Change in net unrealized
appreciation (depreciation) on:
Investment securities

(927,614,409)

Assets and liabilities in
foreign currencies

(47,213)

(927,661,622)

Net gain (loss)

(1,713,051,551)

Net increase (decrease) in net assets resulting from operations

$ (1,695,607,179)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,444,372

$ 11,145,934

Net realized gain (loss)

(785,389,929)

1,012,598,310

Change in net unrealized appreciation (depreciation)

(927,661,622)

(3,219,390,093)

Net increase (decrease) in net assets resulting from operations

(1,695,607,179)

(2,195,645,849)

Distributions to shareholders
From net investment income

(10,651,148)

(20,008,543)

From net realized gain

(960,548,930)

(2,010,393,014)

In excess of net realized gain

(163,985,157)

-

Total distributions

(1,135,185,235)

(2,030,401,557)

Share transactions - net increase (decrease)

681,319,116

3,588,722,111

Total increase (decrease) in net assets

(2,149,473,298)

(637,325,295)

Net Assets

Beginning of period

17,421,415,999

18,058,741,294

End of period (including undistributed net investment income of $17,677,687 and $10,649,233, respectively)

$ 15,271,942,701

$ 17,421,415,999

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

18,466,905

$ 708,653,046

60,790,422

$ 3,083,045,212

Reinvested

24,560,455

1,006,978,664

38,128,847

1,912,161,690

Redeemed

(35,931,376)

(1,350,612,480)

(55,558,216)

(2,766,549,803)

Net increase (decrease)

7,095,984

$ 365,019,230

43,361,053

$ 2,228,657,099

Service Class
Sold

7,673,568

$ 293,233,615

25,312,442

$ 1,274,031,890

Reinvested

3,016,784

123,326,141

2,363,626

118,228,594

Redeemed

(4,537,204)

(168,989,344)

(1,943,579)

(95,706,253)

Net increase (decrease)

6,153,148

$ 247,570,412

25,732,489

$ 1,296,554,231

Service Class 2 A
Sold

1,774,037

$ 67,885,955

1,360,003

$ 65,671,999

Reinvested

119,736

4,880,430

225

11,273

Redeemed

(111,199)

(4,036,911)

(45,677)

(2,172,491)

Net increase (decrease)

1,782,574

$ 68,729,474

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 10,599,775

$ 19,026,484

Service Class

-

981,965

Service Class 2 A

51,373

94

Total

$ 10,651,148

$ 20,008,543

From net realized gain
Initial Class

$ 851,081,961

$ 1,893,135,205

Service Class

105,342,109

117,246,629

Service Class 2 A

4,124,860

11,180

Total

$ 960,548,930

$ 2,010,393,014

In excess of net realized gain
Initial Class

$ 145,296,928

$ -

Service Class

17,984,032

-

Service Class 2 A

704,197

-

Total

$ 163,985,157

$ -

$ 1,135,185,235

$ 2,030,401,557

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.04 D

.03 D

.07 D

.08 D

.20 D

.22

Net realized and unrealized gain (loss)

(3.97)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(3.93)

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.03)

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

In excess of net realized gain

(.41)

-

-

-

-

-

Total distributions

(2.85)

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 36.88

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(9.66)%

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,371,789

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.68% A

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after all
expense reductions

.64% A, F

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.24% A

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

114% A

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) D

.03

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(3.96)

(5.25)

15.07

12.83

.14

Total from investment operations

(3.93)

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

-

(.05)

(.08)

(.19)

-

From net realized gain

(2.41)

(5.97)

(5.03)

(4.97)

-

In excess of net realized gain

(.41)

-

-

-

-

Total distributions

(2.82)

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 36.76

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(9.69)%

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,786,693

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.78% A

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after all expense reductions

.74% A, F

.74% F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

.13% A

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

114% A

103%

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 43.43

$ 53.40

Income from Investment Operations

Net investment income (loss) D

(.00)

(.09)

Net realized and unrealized gain (loss)

(3.95)

(3.86)

Total from investment operations

(3.95)

(3.95)

Less Distributions

From net investment income

(.03)

(.05)

From net realized gain

(2.41)

(5.97)

In excess of net realized gain

(.41)

-

Total distributions

(2.85)

(6.02)

Net asset value, end of period

$ 36.63

$ 43.43

Total Return B, C

(9.76)%

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 113,461

$ 57,095

Ratio of expenses to average net assets

.93% A

.91% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.90% A, F

Ratio of net investment income (loss) to average net assets

(.02)% A

(.19)% A

Portfolio turnover rate

114% A

103%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class 2

-7.14%

11.71%

S&P 500

-14.83%

12.95%

Variable Annuity Growth & Income
Funds Average

0.72%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity growth & income funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 247 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2 on December 31, 1996, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $16,464 - a 64.64% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $17,298 - a 72.98% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Exxon Mobil Corp.

5.2

Freddie Mac

4.8

Microsoft Corp.

4.5

Philip Morris Companies, Inc.

4.3

General Electric Co.

4.0

22.8

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.4

Consumer Discretionary

18.0

Consumer Staples

11.0

Industrials

8.9

Information Technology

8.8

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks and
Equity Futures

85.5%

Bonds

1.7%

Short-Term
Investments and
Net Other Assets

12.8%



* Foreign investments 1.1%

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Louis Salemy, Portfolio Manager of Growth & Income Portfolio

Q. How did the fund perform, Louis?

A. For the six months ending June 30, 2001, the fund edged the -6.70% return of the Standard & Poor's 500 Index, while trailing the -2.59% return of the Lipper Inc. variable annuity growth & income funds average. For the 12 months that ended June 30, 2001, the fund's returns again fell in between its benchmarks, beating the -14.83% return of the S&P 500®, but lagging the 0.72% mark posted by the Lipper average.

Q. Why did the fund outperform the index but trail the Lipper average during the six-month period?

A. Relative to the S&P 500, the fund benefited from a lighter emphasis on technology and telecommunications stocks. In addition, I overweighted defensive sectors such as financial services and consumer staples for their reliable earnings growth, which worked out well. Financial stocks were particularly helped by rapidly falling interest rates, as the Federal Reserve Board lowered short-term rates six times during the period. Conversely, I underweighted health care, especially drug stocks. This was a timely move, as large-cap drug stocks pulled back sharply near the end of the period. There are lots of popular drugs with expiring patents, and in many cases there appears to be nothing in the product pipeline to replace them. On the negative side, I trimmed the fund's positions in its two largest financial holdings early in the period and invested most of the proceeds in investment brokerage stocks, which turned out to be premature. I reasoned that brokers would benefit if rates dropped further. Moreover, if companies tried to cut costs through mergers and acquisitions, that would likely benefit brokerage stocks, too. By the end of the period, however, these expected benefits had not materialized to any significant degree, which hurt performance relative to the Lipper average. Additionally, the typical fund in the Lipper average is tilted more heavily in favor of value stocks, to which investors turned as growth stocks fell and the economy slowed.

Q. You carried a relatively high level of cash throughout the first half of 2001. Why was that?

A. It was hard to find good buying opportunities. For example, many investors had been relying on the energy sector as a relatively safe haven while growth stocks were declining, but after two years of high energy prices we were beginning to see more production coming on line. I thought we might be entering a period of softer energy prices, and we saw some indication that the tightness in supply could be easing toward the end of the period. These conditions made energy stocks less attractive investments.

Q. What stocks did well for the fund?

A. Fannie Mae and Freddie Mac, mentioned favorably in the shareholder report six months ago, repeated as strong performers. Falling interest rates helped to boost Fannie's and Freddie's already healthy profit margins. Another stock that aided performance was Philip Morris. The stock's improving fortunes were traceable to lessening investor concern over smoking-related lawsuits and renewed respect for the value of the company's core cigarette business as a result of plans to spin off its Kraft food division.

Q. What stocks detracted from performance?

A. The list of detractors was populated with tech and telecommunications stocks, including Cisco Systems, Sun Microsystems, Nextel Communications, Pegasus Communications and Vodafone Group. With the exception of Cisco, these were stocks I underweighted compared to the index. Nevertheless, they posted negative returns that hurt the fund's absolute performance. The fund no longer owned Vodafone Group at the end of the period.

Q. What's your outlook, Louis?

A. My main concern is with corporate earnings, which continue to come in below drastically scaled-back estimates in many cases. Related concerns are the levels of consumer spending and capital spending, both of which need to improve in order for the economy to return to a reasonably healthy rate of growth. Lower interest rates should certainly help to stimulate consumer spending - and, to a much lesser extent, capital spending - but time is of the essence. The longer it takes for the economy to recover, the greater the danger of things getting worse before they improve.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of June 30, 2001, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 16.3%

Automobiles - 0.4%

Ford Motor Co.

208,900

$ 5,128,495

Hotels, Restaurants & Leisure - 0.6%

Brinker International, Inc. (a)

179,500

4,640,075

McDonald's Corp.

119,100

3,222,846

7,862,921

Media - 11.4%

Comcast Corp. Class A (special) (a)

136,900

5,948,305

EchoStar Communications Corp.
Class A (a)

952,000

29,864,240

Gannett Co., Inc.

137,700

9,074,430

Gemstar-TV Guide International, Inc. (a)

102,100

4,289,221

General Motors Corp. Class H

667,600

13,518,900

Knight-Ridder, Inc.

140,800

8,349,440

McGraw-Hill Companies, Inc.

212,700

14,070,105

Omnicom Group, Inc.

309,400

26,608,400

Pegasus Communications Corp. (a)

809,900

13,954,577

The New York Times Co. Class A

190,300

7,992,600

Viacom, Inc. Class B (non-vtg.) (a)

132,292

6,846,132

140,516,350

Multiline Retail - 2.8%

Kohls Corp. (a)

112,200

7,038,306

Wal-Mart Stores, Inc.

562,500

27,450,000

34,488,306

Specialty Retail - 1.1%

Home Depot, Inc.

274,900

12,796,595

TOTAL CONSUMER DISCRETIONARY

200,792,667

CONSUMER STAPLES - 11.0%

Beverages - 1.0%

The Coca-Cola Co.

288,500

12,982,500

Food & Drug Retailing - 1.4%

Kroger Co. (a)

181,800

4,545,000

Walgreen Co.

359,700

12,283,755

16,828,755

Food Products - 0.6%

Unilever NV (NY Shares)

117,600

7,005,432

Household Products - 1.8%

Colgate-Palmolive Co.

193,400

11,408,666

Kimberly-Clark Corp.

186,400

10,419,760

21,828,426

Personal Products - 1.9%

Gillette Co.

814,500

23,612,355

Tobacco - 4.3%

Philip Morris Companies, Inc.

1,050,760

53,326,070

TOTAL CONSUMER STAPLES

135,583,538

Shares

Value (Note 1)

ENERGY - 5.2%

Oil & Gas - 5.2%

Exxon Mobil Corp.

738,328

$ 64,492,951

FINANCIALS - 20.4%

Banks - 2.5%

Bank One Corp.

314,100

11,244,780

PNC Financial Services Group, Inc.

138,500

9,111,915

Wells Fargo & Co.

224,300

10,414,249

30,770,944

Diversified Financials - 14.4%

Capital One Financial Corp.

179,500

10,770,000

Fannie Mae

508,900

43,332,835

Freddie Mac

838,032

58,662,240

Merrill Lynch & Co., Inc.

461,000

27,314,250

Morgan Stanley Dean Witter & Co.

584,800

37,561,704

177,641,029

Insurance - 1.9%

American International Group, Inc.

271,806

23,375,273

Real Estate - 1.6%

Equity Office Properties Trust

294,000

9,299,220

Equity Residential Properties Trust (SBI)

177,400

10,031,970

19,331,190

TOTAL FINANCIALS

251,118,436

HEALTH CARE - 8.0%

Biotechnology - 2.2%

Amgen, Inc. (a)

430,900

26,737,345

Pharmaceuticals - 5.8%

Abbott Laboratories

135,400

6,500,554

Allergan, Inc.

101,300

8,661,150

American Home Products Corp.

48,000

2,805,120

Bristol-Myers Squibb Co.

192,200

10,052,060

Eli Lilly & Co.

119,100

8,813,400

Merck & Co., Inc.

78,600

5,023,326

Pfizer, Inc.

549,200

21,995,460

Schering-Plough Corp.

47,200

1,710,528

Teva Pharmaceutical Industries Ltd. sponsored ADR

89,700

5,579,340

71,140,938

TOTAL HEALTH CARE

97,878,283

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.7%

Boeing Co.

102,900

5,721,240

United Technologies Corp.

48,000

3,516,480

9,237,720

Airlines - 0.3%

Mesaba Holdings, Inc. (a)

378,900

3,364,632

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Building Products - 0.4%

Masco Corp.

201,900

$ 5,039,424

Commercial Services & Supplies - 1.4%

Avery Dennison Corp.

224,700

11,470,935

IMS Health, Inc.

199,900

5,697,150

17,168,085

Industrial Conglomerates - 4.0%

General Electric Co.

1,022,800

49,861,500

Machinery - 0.4%

Eaton Corp.

65,000

4,556,500

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

357,400

10,782,758

Union Pacific Corp.

183,300

10,065,003

20,847,761

TOTAL INDUSTRIALS

110,075,622

INFORMATION TECHNOLOGY - 8.8%

Communications Equipment - 0.8%

Cisco Systems, Inc. (a)

492,000

9,530,040

Computers & Peripherals - 2.0%

Dell Computer Corp. (a)

436,300

11,823,730

EMC Corp. (a)

106,600

3,096,730

Sun Microsystems, Inc. (a)

613,400

9,937,080

24,857,540

Semiconductor Equipment & Products - 0.2%

LSI Logic Corp. (a)

101,300

1,904,440

Software - 5.8%

Adobe Systems, Inc.

300,900

14,127,255

Microsoft Corp. (a)

761,200

54,814,012

Oracle Corp. (a)

144,700

2,844,802

71,786,069

TOTAL INFORMATION TECHNOLOGY

108,078,089

MATERIALS - 1.0%

Chemicals - 0.6%

E.I. du Pont de Nemours and Co.

140,800

6,792,192

Containers & Packaging - 0.0%

Ball Corp.

3

143

Paper & Forest Products - 0.4%

Mead Corp.

190,300

5,164,742

TOTAL MATERIALS

11,957,077

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 2.3%

BellSouth Corp.

182,000

7,329,140

Qwest Communications International, Inc.

187,200

5,966,064

Shares

Value (Note 1)

SBC Communications, Inc.

334,830

$ 13,413,290

Sprint Corp. - FON Group

95,100

2,031,336

28,739,830

Wireless Telecommunication Services - 1.7%

Nextel Communications, Inc. Class A (a)

1,211,400

20,981,448

TOTAL TELECOMMUNICATION SERVICES

49,721,278

UTILITIES - 0.5%

Electric Utilities - 0.5%

AES Corp. (a)

154,321

6,643,519

TOTAL COMMON STOCKS

(Cost $999,489,094)

1,036,341,460

Convertible Bonds - 1.7%

Moody's Ratings (unaudited)

Principal
Amount

CONSUMER DISCRETIONARY - 1.7%

Media - 1.7%

EchoStar Communications Corp. 5.75% 5/15/08 (c)
(Cost $20,315,224)

Caa1

$ 21,240,000

20,496,600

U.S. Treasury Obligations - 0.3%

U.S. Treasury Bills, yield at date of purchase 3.99% 7/12/01 (d)
(Cost $3,595,254)

-

3,600,000

3,596,720

Cash Equivalents - 13.6%

Shares

Fidelity Cash Central Fund, 4.09% (b)
(Cost $167,940,674)

167,940,674

167,940,674

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,191,340,246)

1,228,375,454

NET OTHER ASSETS - 0.3%

4,257,646

NET ASSETS - 100%

$ 1,232,633,100

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

58 S&P 500 Stock Index Contracts

Sept. 2001

$ 17,859,650

$ (878,081)

The face value of futures purchased as a percentage of net assets - 1.4%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $20,496,600 or 1.7% of net assets.

(d) 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 $1,348,770.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $450,564,942 and $370,272,931, respectively.

The market value of futures contracts opened and closed during the period amounted to $82,378,849 and $122,495,430, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,192 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,195,363,183. Net unrealized appreciation aggregated $33,012,271, of which $142,274,598 related to appreciated investment securities and $109,262,327 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (cost $1,191,340,246) -
See accompanying schedule

$ 1,228,375,454

Receivable for investments sold

2,558,428

Receivable for fund shares sold

1,420,070

Dividends receivable

1,121,748

Interest receivable

679,934

Receivable for daily variation on futures contracts

66,150

Other receivables

329

Total assets

1,234,222,113

Liabilities

Payable for investments purchased

$ 694,168

Payable for fund shares redeemed

305,240

Accrued management fee

486,963

Distribution fees payable

26,083

Other payables and
accrued expenses

76,559

Total liabilities

1,589,013

Net Assets

$ 1,232,633,100

Net Assets consist of:

Paid in capital

$ 1,222,705,513

Undistributed net investment income

8,079,954

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(34,309,494)

Net unrealized appreciation (depreciation) on investments

36,157,127

Net Assets

$ 1,232,633,100

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($949,934,785 ÷
69,566,243 shares)

$13.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($255,086,063 ÷
18,775,879 shares)

$13.59

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($27,612,252 ÷

2,038,756 shares)

$13.54

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 6,406,866

Interest

5,217,249

Security lending

4,668

Total income

11,628,783

Expenses

Management fee

$ 2,875,774

Transfer agent fees

395,529

Distribution fees

137,030

Accounting and security lending fees

147,214

Non-interested trustees' compensation

2,097

Custodian fees and expenses

9,538

Audit

11,403

Legal

4,459

Miscellaneous

15,497

Total expenses before reductions

3,598,541

Expense reductions

(116,708)

3,481,833

Net investment income

8,146,950

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(28,918,591)

Foreign currency transactions

12

Futures contracts

(5,106,718)

(34,025,297)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(45,812,225)

Assets and liabilities in
foreign currencies

(78)

Futures contracts

1,337,199

(44,475,104)

Net gain (loss)

(78,500,401)

Net increase (decrease) in net assets resulting from operations

$ (70,353,451)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 8,146,950

$ 15,412,988

Net realized gain (loss)

(34,025,297)

51,522,057

Change in net unrealized appreciation (depreciation)

(44,475,104)

(117,592,479)

Net increase (decrease) in net assets resulting from operations

(70,353,451)

(50,657,434)

Distributions to shareholders
From net investment income

(15,500,793)

(14,244,192)

From net realized gain

(50,237,278)

(92,962,107)

Total distributions

(65,738,071)

(107,206,299)

Share transactions - net increase (decrease)

131,312,801

40,278,821

Total increase (decrease) in net assets

(4,778,721)

(117,584,912)

Net Assets

Beginning of period

1,237,411,821

1,354,996,733

End of period (including undistributed net investment income of $8,079,954 and $15,511,227, respectively)

$ 1,232,633,100

$ 1,237,411,821

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

4,899,736

$ 68,366,881

8,109,723

$ 126,150,301

Reinvested

3,712,724

53,277,595

6,348,551

97,958,146

Redeemed

(5,306,806)

(72,823,917)

(20,994,145)

(328,655,829)

Net increase (decrease)

3,305,654

$ 48,820,559

(6,535,871)

$ (104,547,382)

Service Class
Sold

4,466,721

$ 61,684,493

8,415,703

$ 130,655,851

Reinvested

812,592

11,603,819

601,152

9,239,713

Redeemed

(527,055)

(7,131,450)

(538,927)

(8,390,790)

Net increase (decrease)

4,752,258

$ 66,156,862

8,477,928

$ 131,504,774

Service Class 2 A
Sold

1,148,455

$ 15,865,878

904,808

$ 14,041,948

Reinvested

60,116

856,657

550

8,442

Redeemed

(28,597)

(387,155)

(46,576)

(728,961)

Net increase (decrease)

1,179,974

$ 16,335,380

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 12,653,429

$ 13,015,416

Service Class

2,643,908

1,227,654

Service Class 2 A

203,456

1,122

Total

$ 15,500,793

$ 14,244,192

From net realized gain

Initial Class

$ 40,624,166

$ 84,942,728

Service Class

8,959,911

8,012,059

Service Class 2 A

653,201

7,320

Total

$ 50,237,278

$ 92,962,107

$ 65,738,071

$ 107,206,299

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996 F

Net asset value, beginning of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.10 D

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.90)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.80)

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.19)

(.10)

-

(.08)

-

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(.80)

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 13.66

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(5.49)%

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 949,935

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets before
expense reductions

.58% A

.58%

.60%

.61%

.70%

196.29% A, H

Ratio of expenses to average net assets after
voluntary waivers

.58% A

.58%

.60%

.61%

.70%

1.00% A

Ratio of expenses to average net assets after all
expense reductions

.56% A, G

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.39% A

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.09

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.90)

(.80)

1.27

3.50

.49

Total from investment operations

(.81)

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.18)

(.19)

(.10)

-

(.08)

From net realized gain

(.61)

(1.24)

(.20)

(.07)

(.26)

Total distributions

(.79)

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 13.59

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(5.58)%

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 255,086

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.68% A

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after all expense reductions

.66% A, G

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.29% A

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

73% A

72%

58%

66%

81%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F For the period December 31, 1996 (commencement of operations of Initial Class shares).

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 15.17

$ 16.94

Income from Investment Operations

Net investment income D

.08

.15

Net realized and unrealized gain (loss)

(.91)

(.49)

Total from investment operations

(.83)

(.34)

Less Distributions

From net investment income

(.19)

(.19)

From net realized gain

(.61)

(1.24)

Total distributions

(.80)

(1.43)

Net asset value, end of period

$ 13.54

$ 15.17

Total Return B, C

(5.73)%

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,612

$ 13,025

Ratio of expenses to average net assets

.83% A

.85% A

Ratio of expenses to average net assets after all expense reductions

.81% A, F

.84% A, F

Ratio of net investment income to average net assets

1.13% A

1.00% A

Portfolio turnover rate

73% A

72%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class 2

-21.71%

7.26%

11.19%

S&P 500

-14.83%

14.48%

18.30%

Variable Annuity Growth
Funds Average

-20.67%

12.61%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity growth funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 313 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,910 - a 99.10% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,783 - a 197.83% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

5.7

Microsoft Corp.

4.0

Citigroup, Inc.

3.9

Fannie Mae

2.8

Pfizer, Inc.

2.7

19.1

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.7

Information Technology

16.9

Consumer Discretionary

13.6

Industrials

12.4

Health Care

11.7

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

93.6%

Bonds

0.1%

Short-Term Investments and Net Other Assets

6.3%



* Foreign investments 1.8%

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform, Bettina?

A. For the six-month period that ended June 30, 2001, the fund trailed the -6.70% return of the Standard & Poor's 500 Index, but outperformed the variable annuity growth funds average tracked by Lipper Inc., which fell 10.51%. For the 12 months ending June 30, 2001, the fund underperformed the S&P 500's return of -14.83% and marginally lagged the Lipper average return of -20.67%.

Q. What factors influenced the fund's return during the past six months?

A. Triggered by the six recent interest-rate cuts by the Federal Reserve Board, the market rotated to small- and mid-cap, economically sensitive stocks as investors looked beyond the current downturn toward what they wanted to own going forward. This rotation hurt the fund's performance. My focus was more defensive, with an emphasis on larger-cap, historically consistent growers. While I had some exposure to credit-sensitive and market-sensitive financials and industrials, it wasn't enough to fully benefit from the rotation.

Q. Why did the fund underperform the S&P 500?

A. Stock selection in pharmaceuticals and biotechnology was the biggest relative detractor to performance. Overweighting large-cap drug makers Schering-Plough, Eli Lilly and Bristol-Myers Squibb, and out-of-benchmark positions in biotech firms Immunex and Sepracor, were especially disappointing. These stocks suffered as concerns rose about international patent rights, and several of them encountered unexpected delays in new product releases and/or faced impending launches of competitive generic equivalents, which dimmed their prospects for growth.

Q. What strategies worked well?

A. Reflecting ongoing concerns about valuations and corporate capital spending in the technology sector, I had less exposure to the sector than did the benchmark, which was a plus on a relative basis, but a negative in absolute terms. I also had more exposure to the handful of tech stocks that performed well, including Microsoft and PeopleSoft, the top two contributors to the fund's return. In the end, my tech strategy was a big contributor to relative performance. In fact, this positioning helped the fund outpace both the index and the growth funds average in the final three months of the period.

Q. What else helped the fund outperform its growth fund peers?

A. Having greater exposure to the media industry was probably the fund's best contributor relative to the Lipper average - particularly some of the advertising-sensitive businesses that I owned as plays on an economic recovery. Fox Entertainment, AOL Time Warner and Viacom each had a strong six months, as did Univision Communications, a Spanish-language broadcasting company that targets a fast-growing market in the U.S.

Q. What were some of the other winners and losers during the past six months?

A. Praxair, a well-positioned industrial gas company that's very diversified globally, was a beneficiary of the rotation to economically cyclical names. Halliburton, the No. 1 provider of oil field services, was another strong contributor, boosted by the higher prices and increased exploration activity for oil and gas. Blue-chip technology companies highlighted the list of disappointments, including Cisco, Sun, EMC and Nortel, the last of which the fund no longer owned at the end of the period. A well-known old economy name, Coca-Cola, also had a difficult six months, caught in the rotation away from consistent growers. However, I think the company's new management is on the right track in its efforts to grow the business.

Q. What's your outlook, Bettina?

A. With the Fed's recent rate cuts, I'm hopeful that economic activity will stabilize and improve as we exit this calendar year. Still, I'm concerned that consumer spending could come under pressure as people feel the impact of recent layoff announcements. Against this backdrop, I feel the fund is well diversified with a mix of companies positioned to deliver their earnings and that appear reasonably valued. Given the recent rallies in technology and economically sensitive stocks - those that tend to quickly rise and fall in line with the economy - valuations in these sectors are no longer that compelling. As such, I expect that a lot more value is going to come from individual stock selection than from asset rotation or industry selection. I view this as a positive for how I manage the fund.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth

Start date: January 3, 1995

Size: as of June 30, 2001, more than $1.1 billion

Manager: Bettina Doulton, since 2000; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Automobiles - 0.1%

Ford Motor Co.

42,600

$ 1,045,830

Hotels Restaurants & Leisure - 0.1%

MGM Mirage, Inc. (a)

42,700

1,279,292

Household Durables - 0.3%

Black & Decker Corp.

83,670

3,301,618

Media - 9.1%

AOL Time Warner, Inc. (a)

446,600

23,669,800

Charter Communications, Inc. Class A (a)

155,300

3,626,255

Clear Channel Communications, Inc. (a)

154,900

9,712,230

Fox Entertainment Group, Inc. Class A (a)

367,100

10,242,090

General Motors Corp. Class H

51,100

1,034,775

McGraw-Hill Companies, Inc.

79,700

5,272,155

Omnicom Group, Inc.

159,800

13,742,800

Univision Communications, Inc.
Class A (a)

272,200

11,644,716

Viacom, Inc. Class B (non-vtg.) (a)

365,620

18,920,835

Walt Disney Co.

141,000

4,073,490

101,939,146

Multiline Retail - 1.9%

Costco Wholesale Corp. (a)

45,700

1,916,201

Federated Department Stores, Inc. (a)

108,300

4,602,750

JCPenney Co., Inc.

178,900

4,715,804

Target Corp.

32,100

1,110,660

Wal-Mart Stores, Inc.

190,200

9,281,760

21,627,175

Specialty Retail - 2.1%

Abercrombie & Fitch Co. Class A (a)

41,900

1,864,550

Gap, Inc.

84,500

2,450,500

Home Depot, Inc.

185,000

8,611,750

Lowe's Companies, Inc.

118,000

8,560,900

Staples, Inc. (a)

133,700

2,008,174

23,495,874

TOTAL CONSUMER DISCRETIONARY

152,688,935

CONSUMER STAPLES - 6.6%

Beverages - 1.5%

PepsiCo, Inc.

21,000

928,200

The Coca-Cola Co.

369,100

16,609,500

17,537,700

Food & Drug Retailing - 0.2%

CVS Corp.

18,200

702,520

Rite Aid Corp. (a)

45,600

410,400

Rite Aid Corp. (a)(d)

108,000

874,800

1,987,720

Food Products - 0.1%

Kraft Foods, Inc. Class A

37,200

1,153,200

Household Products - 1.4%

Colgate-Palmolive Co.

58,400

3,445,016

Shares

Value (Note 1)

Kimberly-Clark Corp.

107,600

$ 6,014,840

Procter & Gamble Co.

95,220

6,075,036

15,534,892

Personal Products - 1.9%

Avon Products, Inc.

51,100

2,364,908

Gillette Co.

646,670

18,746,963

21,111,871

Tobacco - 1.5%

Philip Morris Companies, Inc.

328,420

16,667,315

TOTAL CONSUMER STAPLES

73,992,698

ENERGY - 5.7%

Energy Equipment & Services - 1.7%

Baker Hughes, Inc.

34,300

1,149,050

Cooper Cameron Corp. (a)

64,500

3,599,100

Halliburton Co.

264,800

9,426,880

Schlumberger Ltd. (NY Shares)

72,900

3,838,185

Transocean Sedco Forex, Inc.

23,600

973,500

18,986,715

Oil & Gas - 4.0%

BP PLC sponsored ADR

165,590

8,254,662

Chevron Corp.

71,000

6,425,500

Conoco, Inc. Class B

110,700

3,199,230

Exxon Mobil Corp.

263,700

23,034,195

TotalFinaElf SA:

Series B

6,153

861,789

sponsored ADR

40,105

2,815,371

44,590,747

TOTAL ENERGY

63,577,462

FINANCIALS - 21.7%

Banks - 3.4%

Bank of America Corp.

260,400

15,631,812

Bank One Corp.

63,800

2,284,040

FleetBoston Financial Corp.

290,400

11,456,280

Mellon Financial Corp.

14,600

671,600

PNC Financial Services Group, Inc.

50,300

3,309,237

Wells Fargo & Co.

115,900

5,381,237

38,734,206

Diversified Financials - 14.7%

American Express Co.

59,900

2,324,120

Citigroup, Inc.

835,500

44,147,820

Fannie Mae

364,800

31,062,720

Freddie Mac

392,500

27,475,000

J.P. Morgan Chase & Co.

461,400

20,578,440

Merrill Lynch & Co., Inc.

359,600

21,306,300

Morgan Stanley Dean Witter & Co.

175,700

11,285,211

Stilwell Financial, Inc.

21,400

718,184

USA Education, Inc.

76,900

5,613,700

164,511,495

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

Allstate Corp.

153,000

$ 6,730,470

American International Group, Inc.

353,062

30,363,332

Hartford Financial Services Group, Inc.

45,600

3,119,040

40,212,842

TOTAL FINANCIALS

243,458,543

HEALTH CARE - 11.7%

Biotechnology - 0.9%

Amgen, Inc. (a)

98,700

6,124,335

Immunex Corp. (a)

85,790

1,462,720

Sepracor, Inc. (a)

63,200

2,510,304

10,097,359

Health Care Equipment & Supplies - 0.7%

Guidant Corp. (a)

209,100

7,527,600

Health Care Providers & Services - 1.1%

AmeriSource Health Corp. Class A (a)

16,497

912,284

Cardinal Health, Inc.

128,705

8,880,645

McKesson HBOC, Inc.

70,300

2,609,536

12,402,465

Pharmaceuticals - 9.0%

American Home Products Corp.

270,100

15,784,644

Bristol-Myers Squibb Co.

410,300

21,458,690

Eli Lilly & Co.

149,200

11,040,800

Forest Laboratories, Inc. (a)

59,800

4,245,800

Merck & Co., Inc.

68,200

4,358,662

Pfizer, Inc.

768,593

30,782,150

Pharmacia Corp.

68,300

3,138,385

Schering-Plough Corp.

290,200

10,516,848

101,325,979

TOTAL HEALTH CARE

131,353,403

INDUSTRIALS - 12.4%

Air Freight & Couriers - 0.3%

United Parcel Service, Inc. Class B

52,300

3,022,940

Airlines - 0.4%

AMR Corp. (a)

105,400

3,808,102

Southwest Airlines Co.

47,250

873,653

4,681,755

Building Products - 0.2%

Masco Corp.

109,200

2,725,632

Commercial Services & Supplies - 0.4%

Automatic Data Processing, Inc.

25,100

1,247,470

Avery Dennison Corp.

31,000

1,582,550

Dun & Bradstreet Corp. (a)

21,450

604,890

Robert Half International, Inc. (a)

23,300

579,937

4,014,847

Shares

Value (Note 1)

Industrial Conglomerates - 8.7%

General Electric Co.

1,319,650

$ 64,332,937

Minnesota Mining & Manufacturing Co.

47,800

5,453,980

Textron, Inc.

138,900

7,645,056

Tyco International Ltd.

369,200

20,121,400

97,553,373

Machinery - 1.5%

Danaher Corp.

112,600

6,305,600

Deere & Co.

55,000

2,081,750

Eaton Corp.

49,500

3,469,950

Illinois Tool Works, Inc.

21,900

1,386,270

Ingersoll-Rand Co.

77,400

3,188,880

16,432,450

Road & Rail - 0.9%

Burlington Northern Santa Fe Corp.

6,200

187,054

CSX Corp.

134,190

4,863,046

Union Pacific Corp.

96,740

5,311,993

10,362,093

TOTAL INDUSTRIALS

138,793,090

INFORMATION TECHNOLOGY - 16.8%

Communications Equipment - 1.3%

Brocade Communications System, Inc. (a)

11,600

503,092

CIENA Corp. (a)

31,700

1,206,819

Cisco Systems, Inc. (a)

379,060

7,342,392

Nokia AB sponsored ADR

141,710

3,123,288

QUALCOMM, Inc. (a)

51,200

2,915,840

15,091,431

Computers & Peripherals - 2.6%

Compaq Computer Corp.

56,400

873,636

Dell Computer Corp. (a)

304,200

8,243,820

EMC Corp. (a)

214,556

6,232,852

Gateway, Inc. (a)

56,300

926,135

Hewlett-Packard Co.

31,100

889,460

International Business Machines Corp.

35,700

4,034,100

Sun Microsystems, Inc. (a)

462,700

7,495,740

28,695,743

Internet Software & Services - 0.2%

Check Point Software
Technologies Ltd. (a)

25,600

1,297,152

VeriSign, Inc. (a)

10,200

593,436

1,890,588

IT Consulting & Services - 0.4%

Electronic Data Systems Corp.

71,600

4,475,000

Semiconductor Equipment & Products - 5.9%

Analog Devices, Inc. (a)

100,400

4,342,300

Applied Materials, Inc. (a)

46,100

2,370,923

Atmel Corp. (a)

55,400

717,430

Intel Corp.

693,010

21,129,875

KLA-Tencor Corp. (a)

86,400

5,071,680

LAM Research Corp. (a)

121,400

3,648,070

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Micron Technology, Inc. (a)

188,800

$ 7,759,680

National Semiconductor Corp. (a)

209,200

6,091,904

Teradyne, Inc. (a)

108,400

3,588,040

Texas Instruments, Inc.

174,400

5,493,600

Xilinx, Inc. (a)

130,400

5,483,320

65,696,822

Software - 6.4%

Adobe Systems, Inc.

53,900

2,530,605

BEA Systems, Inc. (a)

32,100

1,066,362

BMC Software, Inc. (a)

21,900

493,626

Computer Associates International, Inc.

172,500

6,210,000

i2 Technologies, Inc. (a)

42,300

828,657

Microsoft Corp. (a)

614,400

44,242,944

Oracle Corp. (a)

138,900

2,730,774

PeopleSoft, Inc. (a)

255,400

12,335,820

VERITAS Software Corp. (a)

23,200

1,575,744

72,014,532

TOTAL INFORMATION TECHNOLOGY

187,864,116

MATERIALS - 2.3%

Chemicals - 1.1%

Dow Chemical Co.

154,300

5,130,475

Praxair, Inc.

152,700

7,176,900

12,307,375

Metals & Mining - 0.4%

Alcoa, Inc.

94,000

3,703,600

Phelps Dodge Corp.

18,200

755,300

4,458,900

Paper & Forest Products - 0.8%

Georgia-Pacific Group

110,900

3,753,965

International Paper Co.

40,200

1,435,140

Mead Corp.

14,400

390,816

Weyerhaeuser Co.

54,800

3,012,356

8,592,277

TOTAL MATERIALS

25,358,552

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 2.3%

ALLTEL Corp.

34,200

2,095,092

AT&T Corp.

143,700

3,161,400

BellSouth Corp.

228,700

9,209,749

SBC Communications, Inc.

212,060

8,495,124

Verizon Communications

47,900

2,562,650

25,524,015

Shares

Value (Note 1)

Wireless Telecommunication Services - 0.5%

Nextel Communications, Inc. Class A (a)

333,900

$ 5,783,148

Vodafone Group PLC

122,991

274,884

6,058,032

TOTAL TELECOMMUNICATION SERVICES

31,582,047

TOTAL COMMON STOCKS

(Cost $960,659,068)

1,048,668,846

Corporate Bonds - 0.1%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.1%

Software - 0.1%

Cyras Systems, Inc. 4.5% 8/15/05 (c)

-

$ 380,000

431,300

Nonconvertible Bonds - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

TeleCorp PCS, Inc.
10.625% 7/15/10

B3

275,000

255,750

TOTAL CORPORATE BONDS

(Cost $663,250)

687,050

Cash Equivalents - 5.4%

Shares

Fidelity Cash Central Fund, 4.09% (b) (Cost $60,327,102)

60,327,102

60,327,102

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $1,021,649,420)

1,109,682,998

NET OTHER ASSETS - 0.9%

10,119,262

TOTAL NET ASSETS - 100%

$ 1,119,802,260

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $431,300 or 0.1% of net assets.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 810,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $626,063,960 and $634,768,058, respectively.

The market value of futures contracts opened and closed during the period amounted to $62,337,043 and $120,943,171, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $38,879 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $874,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,035,666,263. Net unrealized appreciation aggregated $74,016,735, of which $156,384,902 related to appreciated investment securities and $82,368,167 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,021,649,420) -
See accompanying schedule

$ 1,109,682,998

Receivable for investments sold

17,629,941

Receivable for fund shares sold

506,898

Dividends receivable

687,815

Interest receivable

267,566

Other receivables

65

Total assets

1,128,775,283

Liabilities

Payable for investments purchased

$ 7,521,998

Payable for fund shares redeemed

807,427

Accrued management fee

545,724

Distribution fees payable

34,416

Other payables and
accrued expenses

63,458

Total liabilities

8,973,023

Net Assets

$ 1,119,802,260

Net Assets consist of:

Paid in capital

$ 1,155,472,723

Undistributed net investment income

4,767,753

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(128,464,709)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

88,026,493

Net Assets

$ 1,119,802,260

Initial Class:
Net Asset Value, offering price
and redemption price per share
($768,377,982 ÷ 47,635,262
shares)

$16.13

Service Class:
Net Asset Value, offering price
and redemption price per share
($310,701,099 ÷
19,284,536
shares)

$16.11

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($40,723,179 ÷
2,536,577
shares)

$16.05

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 5,943,061

Interest

2,926,671

Security lending

39,792

Total income

8,909,524

Expenses

Management fee

$ 3,405,054

Transfer agent fees

386,231

Distribution fees

198,903

Accounting and security lending fees

145,019

Non-interested trustees' compensation

2,109

Custodian fees and expenses

33,486

Registration fees

369

Audit

24,691

Legal

4,514

Miscellaneous

29,240

Total expenses before reductions

4,229,616

Expense reductions

(206,105)

4,023,511

Net investment income

4,886,013

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(78,936,950)

Foreign currency transactions

(9,347)

Futures contracts

(12,018,735)

(90,965,032)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,256,671)

Assets and liabilities in
foreign currencies

(26,284)

Futures contracts

2,539,863

(29,743,092)

Net gain (loss)

(120,708,124)

Net increase (decrease) in net assets resulting from operations

$ (115,822,111)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Variable Insurance Products: Growth Opportunities Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 4,886,013

$ 4,525,883

Net realized gain (loss)

(90,965,032)

(32,475,684)

Change in net unrealized appreciation (depreciation)

(29,743,092)

(259,144,628)

Net increase (decrease) in net assets resulting from operations

(115,822,111)

(287,094,429)

Distributions to shareholders
From net investment income

(4,056,791)

(22,196,821)

From net realized gain

-

(110,899,964)

Total distributions

(4,056,791)

(133,096,785)

Share transactions - net increase (decrease)

(83,980,640)

(142,511,511)

Total increase (decrease) in net assets

(203,859,542)

(562,702,725)

Net Assets

Beginning of period

1,323,661,802

1,886,364,527

End of period (including undistributed net investment income of $4,767,753 and $3,904,996, respectively)

$ 1,119,802,260

$ 1,323,661,802

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

5,735,837

$ 93,430,486

13,001,624

$ 264,392,501

Reinvested

181,161

3,172,127

5,190,172

107,280,841

Redeemed

(11,943,676)

(194,304,041)

(31,115,720)

(637,099,314)

Net increase (decrease)

(6,026,678)

$ (97,701,428)

(12,923,924)

$ (265,425,972)

Service Class
Sold

1,860,974

$ 30,166,463

6,103,794

$ 124,023,915

Reinvested

44,864

785,129

1,249,806

25,808,497

Redeemed

(2,160,184)

(34,838,579)

(2,725,190)

(55,547,216)

Net increase (decrease)

(254,346)

$ (3,886,987)

4,628,410

$ 94,285,196

Service Class 2 A
Sold

1,217,337

$ 19,863,661

1,534,357

$ 30,073,097

Reinvested

5,704

99,535

361

7,444

Redeemed

(147,349)

(2,355,421)

(73,833)

(1,451,276)

Net increase (decrease)

1,075,692

$ 17,607,775

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 3,172,127

$ 17,993,920

Service Class

785,129

4,201,689

Service Class 2 A

99,535

1,212

Total

$ 4,056,791

$ 22,196,821

From net realized gain
Initial Class

$ -

$ 89,286,924

Service Class

-

21,606,808

Service Class 2 A

-

6,232

Total

$ -

$ 110,899,964

$ 4,056,791

$ 133,096,785

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.07 D

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(1.62)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(1.55)

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.06)

(.29)

(.23)

(.21)

(.25)

-

From net realized gain

-

(1.41)

(.43)

(.73)

(.35)

(.05)

Total distributions

(.06)

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 16.13

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(8.76)%

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 768,378

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.69% A

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after all
expense reductions

.65% A, F

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.87% A

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117% A

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.06

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(1.62)

(3.76)

.66

4.30

.73

Total from investment operations

(1.56)

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.04)

(.28)

(.22)

(.21)

-

From net realized gain

-

(1.41)

(.43)

(.73)

-

Total distributions

(.04)

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 16.11

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(8.83)%

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 310,701

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79% A

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after all expense reductions

.76% A, F

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.77% A

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117% A

117%

42%

29%

26%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 17.68

$ 22.70

Income from Investment Operations

Net investment income D

.05

.01

Net realized and unrealized gain (loss)

(1.62)

(3.34)

Total from investment operations

(1.57)

(3.33)

Less Distributions

From net investment income

(.06)

(.28)

From net realized gain

-

(1.41)

Total distributions

(.06)

(1.69)

Net asset value, end of period

$ 16.05

$ 17.68

Total Return B, C

(8.91)%

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 40,723

$ 25,827

Ratio of expenses to average net assets

.95% A

.95% A

Ratio of expenses to average net assets after all expense reductions

.92% A, F

.93% A, F

Ratio of net investment income to average net assets

.61% A

.04% A

Portfolio turnover rate

117% A

117%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class 2

-24.57%

-1.56%

7.01%

ML High Yield Master II

-0.92%

4.86%

9.15%

Variable Annuity High Current
Yield Funds Average

-4.96%

3.54%

7.97%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity high current yield funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 83 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

This fund includes high yielding, lower rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2 on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,694 - a 96.94% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $23,999 - a 139.99% increase.

Investment Summary

Top Five Holdings as of June 30, 2001

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

3.9

EchoStar Communications Corp.

3.3

CSC Holdings, Inc.

2.6

Intermedia Communications, Inc.

2.0

Satelites Mexicanos Sa De Cv

1.7

13.5

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Telecommunications

20.3

Cable TV

11.3

Chemicals

5.8

Broadcasting

5.4

Electric Utilities

4.2

Effective with this report, industry classifications follow Merrill Lynch industry sector classifications. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

3.2

Ba

14.5

B

44.0

Caa, Ca, C

17.4

Not Rated

1.6

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at June 30, 2001 account for 1.6% of the fund's investments.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Barry Coffman, Portfolio Manager of High Income Portfolio

Q. How did the fund perform, Barry?

A. Not well at all. For the six-month period that ended June 30, 2001, the fund significantly lagged its competitors, as the variable annuity high current yield funds average tracked by Lipper Inc. returned 1.10%. The fund also lagged the 3.38% return of the Merrill Lynch High Yield Master II Index, which tracks the types of securities in which the fund invests. For the 12-month period that ended June 30, 2001, the results were similar. The fund's performance trailed the -4.96% return of the variable annuity high current yield funds average and the -0.92% return of the Merrill Lynch index.

Q. What caused the fund to underperform its peers and the Merrill Lynch index during the past six months?

A. The fund has been overweighted in the telecommunications sector for a number of years, and during the past year this has proven to be a very poor decision. Capital dried up and many management teams were not equipped to deal with a rapidly changing competitive environment. These factors and others led to a number of telecommunications company bankruptcies and negatively affected the securities of virtually every issuer in this sector. I pared back the fund's telecom holdings, but it continued to be the largest sector weighting in the fund. In particular, the fund was hurt the most by its holdings in competitive local exchange carriers Winstar, which filed for bankruptcy, and XO Communications (formerly known as NEXTLINK). The fund's largest holding, leading national mobile wireless provider Nextel Communications, also performed poorly when it missed its first quarter numbers due to the economic slowdown, which is affecting its business-oriented customer base. The fund's holdings in international cable companies NTL and UnitedGlobalCom's subsidiaries United Pan Europe and United International Holdings Australia/Pacific - also detracted from performance. These companies had taken on significant debt to build out advanced video and broadband networks and will need additional capital in the next 24 months, creating skepticism in this negative market environment.

Q. Despite all the gloom that hovered over the telecom sector, other parts of the high-yield market perked up a bit during the period. What factors drove that turnaround?

A. The Federal Reserve Board's surprise interest-rate cut on January 3 got things off to a good start. That cut - plus the five that followed later in the period - fueled optimism that the Fed would go to great lengths to help the U.S. economy avert a recession. Furthermore, many types of investors came off the sidelines and poured money into high-yield investments, helping to provide a better overall tone to the market. That was in stark contrast to 2000, when investors yanked money out of high-yield bonds. High-yield mutual funds received growing amounts of net new cash from investors, while pension funds - lured by attractive yields - allocated more money to the market. That said, the increase in demand was more than met by increased supply. New issuance in the first half of 2001 was greater than all of 2000, and this does not include the increase in supply from downgrades of former investment-grade companies such as Xerox and Lucent.

Q. What holdings performed well?

A. The fund's holdings in telecommunications company Intermedia benefited as a result of its impending acquisition by WorldCom. Other positive contributors included Allied Waste, Millicom and AFC Enterprises. In addition, many of the fund's holdings in stocks issued by high-yield companies - including EchoStar, Polymer Group, Fairchild Semiconductors, LNR Property Corp., Six Flags and DaVita - were winners as well.

Q. What changes did you make during the past six months?

A. For starters, I upgraded the fund's overall credit quality by roughly doubling the fund's stake in BB-rated bonds. In terms of specific investments, I emphasized electric power producers AES and CMS, which I felt could benefit from rising electricity rates and the growing need for additional generation capacity. To take advantage of a potential economic rebound, I added more cyclical, higher-quality companies that were trading at depressed prices, such as Phelps Dodge and Navistar.

Q. What's ahead for the high-yield market, and what are your plans for the portfolio?

A. I'm fairly optimistic about the prospects for the high-yield market. The economy appears to be at or near a bottom and spreads are still relatively wide by historical standards. We have been through a very rough period but there still are many healthy high-yield companies with manageable balance sheets that are doing well in this environment. As for the fund, I plan to continue to further diversify its holdings and improve the overall credit quality, while positioning the fund to benefit from an eventual rebound in the economy.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of June 30, 2001, more than $1.5 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 74.4%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 3.5%

Broadcasting - 2.0%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

Caa2

$ 32,665,000

$ 31,440,060

Healthcare - 1.4%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

5,000,000

5,087,500

Total Renal Care Holdings:

7% 5/15/09 (f)

B3

5,370,000

5,088,075

7% 5/15/09

B2

11,120,000

10,536,200

20,711,775

Telecommunications - 0.1%

Covad Communications Group, Inc. 6% 9/15/05 (f)

Caa3

9,000,000

1,215,000

TOTAL CONVERTIBLE BONDS

53,366,835

Nonconvertible Bonds - 70.9%

Air Transportation - 0.6%

Air Canada
10.25% 3/15/11

B1

5,000,000

4,600,000

Northwest Airlines, Inc. 8.875% 6/1/06

Ba2

5,000,000

4,875,000

9,475,000

Auto Parts Distribution - 0.4%

Accuride Corp.
9.25% 2/1/08

B2

10,230,000

6,649,500

Automotive - 1.0%

Hayes Lemmerz International, Inc. 11.875% 6/15/06 (f)

B2

2,280,000

2,240,100

Navistar International Corp. 7% 2/1/03

Ba1

5,000,000

4,850,000

9.375% 6/1/06 (f)

Ba1

7,000,000

7,105,000

Venture Holdings Trust
9.5% 7/1/05

B2

500,000

380,000

14,575,100

Broadcasting - 1.8%

CD Radio, Inc.:

0% 12/1/07 (d)

Caa1

8,500,000

2,890,000

14.5% 5/15/09

Caa1

6,000,000

3,060,000

Echostar Broadband Corp. 10.375% 10/1/07

B1

10,000,000

9,950,000

EchoStar DBS Corp.
9.375% 2/1/09

B1

10,000,000

9,850,000

Radio One, Inc.
8.875% 7/1/11 (f)

B3

2,115,000

2,115,000

27,865,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Cable TV - 8.5%

Adelphia
Communications Corp.:

9.875% 3/1/07

B2

$ 3,540,000

$ 3,495,750

10.5% 7/15/04

B2

2,000,000

2,020,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

3,000,000

2,827,500

10% 5/15/11 (f)

B2

7,000,000

7,070,000

11.125% 1/15/11

B2

5,000,000

5,200,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

19,341,000

10,830,960

11.75% 12/15/05

B2

9,875,000

6,616,250

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp.
0% 9/15/07 (d)

B2

210,000

214,725

International Cabletel, Inc. 11.5% 2/1/06

B2

20,000,000

13,500,000

Mediacom LLC/Mediacom Capital Corp.
9.5% 1/15/13 (f)

B2

7,000,000

6,702,500

NTL Communications Corp. 11.5% 10/1/08

B3

10,000,000

6,600,000

NTL, Inc. 0% 4/1/08 (d)

B3

22,375,000

10,292,500

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

5,245,000

5,297,450

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,252,950

9.75% 12/1/06

B3

1,190,000

1,059,100

Pegasus Satellite Communication, Inc.:

0% 3/1/07 (d)

Caa1

19,665,000

11,405,700

12.375% 8/1/06

B3

1,410,000

1,290,150

Telewest PLC yankee
11% 10/1/07

B2

10,252,000

8,509,160

UIH Australia/Pacific, Inc.:

14% 5/15/06

Caa2

40,240,000

12,072,000

14% 5/15/06

Caa2

5,620,000

1,686,000

United Pan-Europe Communications NV yankee:

10.875% 8/1/09

Caa1

16,408,000

5,742,800

11.25% 2/1/10

B2

6,005,000

2,221,850

11.5% 2/1/10

B2

6,210,000

2,297,700

130,205,045

Capital Goods - 1.2%

Stewart Enterprises, Inc. 10.75% 7/1/08 (f)

B2

7,520,000

7,745,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Capital Goods - continued

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

$ 4,705,000

$ 3,905,150

Terex Corp.:

8.875% 4/1/08

B2

2,000,000

1,920,000

10.375% 4/1/11 (f)

B2

4,360,000

4,403,600

17,974,350

Chemicals - 5.3%

Acetex Corp. yankee
9.75% 10/1/03

B3

4,500,000

4,410,000

Applied Extrusion Technologies, Inc.
10.75% 7/1/11 (f)

B2

3,160,000

3,175,800

Avecia Group PLC yankee 11% 7/1/09

B2

12,080,000

12,019,600

Geo Specialty Chemicals, Inc. 10.125% 8/1/08

B3

4,465,000

4,286,400

Huntsman Corp.:

9.5% 7/1/07 (f)

Caa1

28,195,000

17,480,900

9.5% 7/1/07 (f)

Caa1

8,585,000

5,322,700

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

7,200,000

7,128,000

IMC Global, Inc.
11.25% 6/1/11 (f)

Ba1

5,000,000

4,975,000

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

10,420,000

10,420,000

PMD Group, Inc.
11% 2/28/11 (f)

B3

2,100,000

2,131,500

Polymer Group, Inc.:

8.75% 3/1/08

B3

13,940,000

5,157,800

9% 7/1/07

B3

11,710,000

4,332,700

80,840,400

Conglomerates - 0.1%

USI American Holdings, Inc. 7.25% 12/1/06

Ba2

2,000,000

1,320,000

Consumer Products - 1.2%

AKI Holding Corp.
0% 7/1/09 (d)

Caa1

9,120,000

4,651,200

American Greetings Corp. 11.75% 7/15/08 (f)

Ba3

8,000,000

7,740,000

Hasbro, Inc.
7.95% 3/15/03

Ba3

7,000,000

6,755,000

19,146,200

Department Stores - 0.6%

Kmart Corp.
8.375% 12/1/04

Baa3

5,000,000

4,900,000

Saks, Inc. 7.25% 12/1/04

Ba1

5,000,000

4,750,000

9,650,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Diversified Financial Services - 1.1%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp.
8.875% 2/15/08

Ba3

$ 4,620,000

$ 4,712,400

Delta Financial Corp.
9.5% 8/1/04

Caa2

1,350,000

553,500

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13 (f)

B2

10,000,000

10,200,000

Millennium America, Inc. 9.25% 6/15/08 (f)

Ba1

1,750,000

1,763,125

17,229,025

Diversified Media - 0.7%

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

8,000,000

7,080,000

Nextmedia Operating, Inc. 10.75% 7/1/11

B3

3,580,000

3,580,000

10,660,000

Drug Stores - 1.3%

Rite Aid Corp.:

7.125% 1/15/07

Caa2

4,990,000

4,141,700

7.625% 4/15/05

Caa2

15,060,000

13,102,200

11.25% 7/1/08 (f)

Caa2

2,970,000

2,992,275

20,236,175

Electric Utilities - 4.2%

AES Corp.
9.375% 9/15/10

Ba1

14,770,000

14,770,000

CMS Energy Corp.:

8.5% 4/15/11

Ba3

7,000,000

6,877,500

9.875% 10/15/07

Ba3

10,000,000

10,400,000

Edison Mission Energy 9.875% 4/15/11

Baa3

2,000,000

1,860,000

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

3,625,000

3,262,500

6.25% 3/1/04

B3

2,875,000

2,501,250

7.875% 3/1/02

B3

8,670,000

7,889,700

8.375% 5/1/25

B3

1,390,000

1,237,100

PG&E National
Energy Group, Inc.
10.375% 5/16/11 (f)

Baa2

15,000,000

15,000,000

63,798,050

Energy - 3.3%

Canadian Forest Oil Ltd. yankee 8.75% 9/15/07

B1

4,420,000

4,508,400

Chesapeake Energy Corp.:

7.875% 3/15/04

B2

5,336,000

5,229,280

8.125% 4/1/11 (f)

B2

7,970,000

7,451,950

Cross Timbers Oil Co. 9.25% 4/1/07

B1

5,225,000

5,381,750

DI Industries, Inc.
8.875% 7/1/07

B1

7,000,000

6,930,000

Nuevo Energy Co.
9.375% 10/1/10

B1

5,000,000

4,950,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Energy - continued

Plains Resources, Inc.:

10.25% 3/15/06

B2

$ 5,860,000

$ 6,035,800

10.25% 3/15/06

B2

4,585,000

4,722,550

10.25% 3/15/06

B2

3,020,000

3,133,250

SESI LLC
8.875% 5/15/11 (f)

B1

2,710,000

2,682,900

51,025,880

Entertainment/Film - 0.9%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

4,915,000

4,423,500

9.5% 2/1/11

Caa3

5,115,000

4,552,350

Cinemark USA, Inc.:

8.5% 8/1/08

Caa2

5,000,000

4,075,000

9.625% 8/1/08

Caa2

1,730,000

1,487,800

14,538,650

Food/Beverage/Tobacco - 0.1%

Del Monte Corp.
9.25% 5/15/11 (f)

B3

1,955,000

1,974,550

Gaming - 2.5%

Hollywood Casino Corp. 11.25% 5/1/07

B3

8,120,000

8,465,100

Horseshoe Gaming LLC 8.625% 5/15/09

B2

7,000,000

7,035,000

MGM Mirage, Inc.:

8.375% 2/1/11

Ba2

7,000,000

7,070,000

9.75% 6/1/07

Ba2

5,000,000

5,337,500

Park Place Entertainment Corp.
8.125% 5/15/11 (f)

Ba2

10,000,000

9,925,000

37,832,600

Healthcare - 2.0%

DaVita, Inc.
9.25% 4/15/11 (f)

B2

8,050,000

8,251,250

Iasis Healthcare Corp.
13% 10/15/09

B3

1,000,000

1,060,000

Mariner Post-Acute Network, Inc.
9.5% 11/1/07 (c)

C

11,630,000

1,163

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (f)

Ba3

13,000,000

12,090,000

Service Corp.
International (SCI):

6% 12/15/05

B1

3,000,000

2,550,000

7.2% 6/1/06

B1

1,000,000

860,000

Triad Hospitals, Inc.
8.75% 5/1/09 (f)

B1

5,460,000

5,582,850

30,395,263

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Homebuilding/Real Estate - 2.0%

LNR Property Corp.:

9.375% 3/15/08

B1

$ 6,090,000

$ 5,876,850

10.5% 1/15/09

B1

10,000,000

10,000,000

Ryland Group, Inc.
9.125% 6/15/11

B1

5,000,000

4,950,000

WCI Communities, Inc. 10.625% 2/15/11 (f)

B1

10,000,000

10,425,000

31,251,850

Hotels - 1.3%

HMH Properties, Inc. 7.875% 8/1/05

Ba2

2,965,000

2,890,875

Host Marriott LP
8.375% 2/15/06

Ba2

8,200,000

8,036,000

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

5,000,000

5,050,000

La Quinta Inns, Inc.
7.25% 3/15/04

Ba3

4,440,000

4,151,400

20,128,275

Insurance - 0.7%

Conseco, Inc.
8.75% 2/9/04

B1

10,910,000

10,309,950

Leisure - 1.1%

Intrawest Corp. yankee 10.5% 2/1/10

B1

6,000,000

6,120,000

Premier Parks, Inc.
9.25% 4/1/06

B3

10,000,000

10,000,000

16,120,000

Metals/Mining - 3.2%

Better Minerals & Aggregates Co.
13% 9/15/09

B3

4,875,000

4,241,250

Century Aluminum Co. 11.75% 4/15/08 (f)

Ba3

7,435,000

7,806,750

International Utility Structures, Inc. yankee 10.75% 2/1/08

Caa1

9,200,000

4,600,000

Oxford Automotive, Inc. 10.125% 6/15/07

Caa1

4,995,000

3,046,950

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

14,509,000

15,234,450

Phelps Dodge Corp.
8.75% 6/1/11

Baa2

14,725,000

14,526,213

49,455,613

Miscellaneous - 0.2%

Pinnacle Holdings, Inc.
0% 3/15/08 (d)

B3

7,000,000

3,570,000

Paper - 3.2%

Doman Industries Ltd. yankee 8.75% 3/15/04

Caa1

2,000,000

1,180,000

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,870,400

9.75% 6/15/07

Caa1

7,285,000

4,589,550

Packaging Corp. of America 9.625% 4/1/09

B1

15,000,000

15,900,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Paper - continued

Potlatch Corp.
10% 7/15/11 (f)

Ba1

$ 7,000,000

$ 7,052,500

Stone Container Corp.:

9.75% 2/1/11 (f)

B2

9,775,000

9,970,500

12.58% 8/1/16 (g)

B2

1,150,000

1,201,750

Tembec Industries, Inc. yankee 8.625% 6/30/09

Ba1

1,000,000

1,015,000

49,779,700

Publishing/Printing - 1.7%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

20,913,200

CanWest Media, Inc. 10.625% 5/15/11 (f)

B2

5,620,000

5,690,250

26,603,450

Restaurants - 1.2%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

8,000,000

8,320,000

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

10,000,000

10,200,000

18,520,000

Services - 0.4%

AP Holdings, Inc.
0% 3/15/08 (d)

Ca

2,470,000

172,900

Iron Mountain, Inc.
8.625% 4/1/13

B2

5,130,000

5,130,000

5,302,900

Shipping - 0.3%

Teekay Shipping Corp. 8.875% 7/15/11 (f)

Ba2

4,980,000

5,054,700

Specialty Retailing - 0.6%

Kmart Corp.
9.875% 6/15/08 (f)

Baa3

5,000,000

4,912,500

Office Depot, Inc.
10% 7/15/08 (f)

Ba1

5,000,000

4,937,950

9,850,450

Steels - 0.2%

WCI Steel, Inc.
10% 12/1/04

B3

3,750,000

2,662,500

Supermarkets - 0.3%

Great Atlantic & Pacific Tea, Inc. 7.7% 1/15/04

B2

5,000,000

4,500,000

Jitney-Jungle Stores of America, Inc.
12% 3/1/06 (c)

-

2,590,000

19,425

4,519,425

Technology - 2.0%

Alliant Techsystems, Inc. 8.5% 5/15/11 (f)

B2

6,455,000

6,519,550

ChipPAC International Ltd. 12.75% 8/1/09

B3

7,000,000

6,755,000

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Fairchild Semiconductor Corp. 10.375% 10/1/07

B2

$ 1,000,000

$ 960,000

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,600,000

Rhythms
NetConnections, Inc.:

0% 5/15/08 (d)

Ca

20,810,000

624,300

12.75% 4/15/09

Ca

8,475,000

762,750

14% 2/15/10

Ca

6,340,000

317,000

Spectrasite Holdings, Inc. 12.5% 11/15/10

B3

420,000

399,000

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

3,420,000

3,180,600

Xerox Credit Corp.
6.1% 12/16/03

Ba1

3,490,000

2,722,200

30,840,400

Telecommunications - 15.4%

AirGate PCS, Inc.
0% 10/1/09 (d)

Caa1

12,900,000

7,417,500

Allegiance Telecom, Inc.
0% 2/15/08 (d)

B3

6,000,000

3,360,000

American Mobile Satellite Corp. 12.25% 4/1/08

-

9,750,000

2,145,000

American Tower Corp. 9.375% 2/1/09 (f)

B3

4,000,000

3,740,000

Asia Global Crossing Ltd. 13.375% 10/15/10

B2

10,000,000

7,700,000

AXXENT, Inc.
15% 12/30/04 (h)

-

17,227,552

2,584,133

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

4,083,200

Covad Communications Group, Inc.:

12% 2/15/10

Caa3

17,000,000

2,380,000

12.5% 2/15/09

Caa3

7,684,000

1,229,440

Crown Castle International Corp. 10.75% 8/1/11

B3

5,000,000

4,850,000

Dobson Communications Corp. 10.875% 7/1/10

B3

10,000,000

10,000,000

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

31,865,000

1,593,250

Focal Communications Corp. 11.875% 1/15/10

B3

20,000,000

6,000,000

Globix Corp.
12.5% 2/1/10

B-

38,020,000

11,025,800

Hyperion Telecommunications, Inc. 13% 4/15/03

B3

4,480,000

3,360,000

Intermedia
Communications, Inc.:

0% 7/15/07 (d)

B2

9,235,000

8,149,888

8.6% 6/1/08

B2

4,800,000

4,680,000

Intrawest Corp. yankee 9.75% 8/15/08

B1

3,225,000

3,192,750

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

19,640,000

1,374,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

Telecommunications - continued

KMC Telecom Holdings, Inc.: - continued

13.5% 5/15/09

Caa2

$ 22,500,000

$ 3,825,000

Loral Space & Communications Ltd.
9.5% 1/15/06

B3

3,000,000

2,250,000

McCaw International Ltd.
0% 4/15/07 (d)

Caa1

33,735,000

9,445,800

McLeodUSA, Inc.:

9.25% 7/15/07

B1

360,000

212,400

11.375% 1/1/09

B1

5,240,000

3,301,200

Metrocall, Inc.:

9.75% 11/1/07 (c)

Caa3

8,100,000

405,000

10.375% 10/1/07 (c)

Caa3

13,555,000

677,750

11% 9/15/08 (c)

Caa3

2,280,000

114,000

Microcell Telecommunications, Inc. yankee 0% 6/1/06 (d)

B3

7,205,000

5,187,600

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

29,000,000

25,230,000

Nextel
Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

10,957,500

12% 11/1/08

B1

2,495,000

2,195,600

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

4,939,250

12.75% 8/1/10

Caa1

14,525,000

4,502,750

NEXTLINK
Communications, Inc.:

0% 6/1/09 (d)

B2

695,000

118,150

0% 12/1/09 (d)

B2

20,070,000

3,211,200

9% 3/15/08

B2

20,779,000

5,402,540

10.75% 11/15/08

B3

13,250,000

4,240,000

Orbital Imaging Corp.:

11.625% 3/1/05 (c)

-

7,110,000

639,900

11.625% 3/1/05 (c)

-

3,680,000

331,200

PageMart Nationwide, Inc. 15% 2/1/05

Caa2

33,040,000

7,268,800

Pathnet, Inc.
12.25% 4/15/08 (c)

-

20,255,000

1,417,850

ProNet, Inc.
11.875% 6/15/05 (c)

Caa3

1,180,000

82,600

Satelites Mexicanos SA
de CV:

8.21% 6/30/04 (f)(g)

B1

12,569,000

11,563,480

yankee 10.125% 11/1/04

B3

20,460,000

13,708,200

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

11,000,000

5,060,000

10.75% 3/15/10

B3

7,885,000

6,702,250

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

TeleCorp PCS, Inc.
0% 4/15/09 (d)

B3

$ 3,000,000

$ 1,860,000

US Unwired, Inc.
0% 11/1/09 (d)

Caa1

15,033,000

7,366,170

VoiceStream Wireless Corp. 10.375% 11/15/09

Baa1

5,540,000

6,315,600

237,397,551

Textiles & Apparel - 0.3%

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,750,000

WestPoint Stevens, Inc. 7.875% 6/15/08

Ca

2,000,000

740,000

4,490,000

TOTAL NONCONVERTIBLE BONDS

1,091,247,552

TOTAL CORPORATE BONDS

(Cost $1,480,242,753)

1,144,614,387

Asset-Backed Securities - 0.0%

Airplanes pass thru trust 10.875% 3/15/19
(Cost $1,489,903)

Ba2

1,372,903

782,555

Commercial Mortgage Securities - 1.6%

Commercial Mortgage Asset Trust Series 1999-C1 Class F,
6.25% 11/17/13 (f)

Ba1

4,750,000

3,300,508

LB Multifamily Mortgage Trust Series 1991-4
Class A1,
7.0187% 4/25/21 (g)

Caa1

2,084,310

1,865,457

Meritor Mortgage Security Corp. Series 1987-1
Class B, 9.4% 2/1/10 (f)

-

1,350,000

109,215

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F,
7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,752,719

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,606,328

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30

BB+

2,553,000

1,777,127

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2,
8.6225% 1/15/03 (f)(g)

-

2,200,000

2,082,560

Series 1998-ST1A
Class B1A,
6.8725% 1/15/03 (f)(g)

-

4,000,000

3,825,632

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Structured Asset
Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

BB+

$ 2,600,000

$ 2,260,070

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,741,797

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $23,941,432)

24,321,413

Common Stocks - 5.9%

Shares

Automotive - 0.0%

Insilco Corp. warrants 8/15/07 (a)

7,380

7

Broadcasting - 1.5%

EchoStar Communications Corp.
Class A (a)

625,200

19,612,524

Pegasus Communications Corp. (a)

213,400

3,676,882

23,289,406

Cable TV - 0.0%

CS Wireless Systems, Inc. (a)(f)

1,024

10

UIH Australia/Pacific, Inc.
warrants 5/15/06 (a)

26,805

6,701

6,711

Capital Goods - 0.1%

Tokheim Corp. (a)(e)

182,235

1,649,227

Chemicals - 0.5%

Lyondell Chemical Co.

100,000

1,538,000

Polymer Group, Inc. (e)

3,004,860

6,790,984

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

3

8,328,987

Diversified Financial Services - 0.0%

Delta Financial Corp. warrants 12/21/10 (a)

14,310

143

ECM Corp. LP (f)

3,000

258,750

258,893

Energy - 0.8%

Grey Wolf, Inc. (a)

490,000

1,960,000

Plains Resources, Inc. (a)

430,700

10,336,800

12,296,800

Healthcare - 0.5%

DaVita, Inc. (a)

361,900

7,357,427

Wright Medical Technology, Inc.
warrants 6/30/03 (a)

3,212

32

7,357,459

Homebuilding/Real Estate - 0.5%

LNR Property Corp.

214,700

7,514,500

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

1

Class B (h)

19,817

0

7,514,501

Shares

Value (Note 1)

Hotels - 0.0%

Moa Hospitality, Inc. (a)

3,000

$ 15,000

Leisure - 0.4%

Six Flags, Inc. (a)

250,000

5,260,000

Metals/Mining - 0.0%

International Utility Structures, Inc. warrants 2/1/03 (a)

2,500

0

Paper - 0.6%

Packaging Corp. of America (a)

591,600

9,187,548

Specialty Retailing - 0.1%

Mothers Work, Inc. (a)(e)

284,100

2,096,658

Mothers Work, Inc. (a)(h)

2,952

21,786

2,118,444

Supermarkets - 0.5%

Pathmark Stores, Inc. (a)

298,657

7,108,037

Technology - 0.3%

Fairchild Semiconductor International, Inc. Class A (a)

200,000

4,600,000

Telecommunications - 0.0%

AXXENT, Inc. Class B (a)

448,319

11,845

KMC Telecom Holdings, Inc.
warrants 4/15/08 (a)(f)

12,650

127

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

22,965

warrants 1/15/07 (CV ratio .6) (a)

5,585

2,793

McCaw International Ltd.
warrants 4/16/07 (a)(f)

42,305

42,305

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

10,128

90,163

Textiles & Apparel - 0.1%

Arena Brands Holdings Corp. Class B

48,889

1,222,225

TOTAL COMMON STOCKS

(Cost $93,988,701)

90,303,408

Nonconvertible Preferred Stocks - 9.5%

Broadcasting - 0.1%

Granite Broadcasting Corp.
$127.50 pay-in-kind

5,118

921,240

Cable TV - 2.6%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

198,461

21,185,712

Series M, $11.125 pay-in-kind

184,123

19,609,100

40,794,812

Diversified Financial Services - 0.6%

American Annuity Group Capital
Trust II $88.75

8,910

8,862,936

Healthcare - 0.3%

Fresenius Medical Care Capital
Trust II $7.875

5,000

4,964,530

Homebuilding/Real Estate - 0.7%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

Nonconvertible Preferred Stocks - continued

Shares

Value (Note 1)

Homebuilding/Real Estate - continued

Swerdlow Real Estate Group, Inc.: - continued

mezzanine (h)

79,800

$ 1,039,804

senior (h)

79,800

9,499,254

10,602,228

Metals/Mining - 0.0%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

3,644

728,800

Publishing/Printing - 0.4%

PRIMEDIA, Inc. Series H, $8.625

73,249

5,420,426

Technology - 0.0%

Ampex Corp. 8% non-cumulative

386

602,160

Telecommunications - 4.8%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,391

779,930

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

18,746

18,183,620

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

35,150

21,090,000

Series E, $111.25 pay-in-kind

45,463

25,913,910

XO Communications, Inc.:

$7.00 pay-in-kind

1,099,216

4,396,864

Series B, $135.00 pay-in-kind

27,683

2,768,300

73,132,624

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $256,486,978)

146,029,756

Floating Rate Loans - 2.8%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Automotive - 0.8%

Accuride Corp. Tranche
B term loan 7.3125% 1/23/06 (g)

-

$ 4,617,037

4,247,674

Tenneco Automotive, Inc.:

Tranche B term loan
8.09% 12/30/07 (g)

B2

4,391,667

3,776,833

Tranche C term loan
8.34% 6/30/08 (g)

B2

4,391,667

3,776,833

11,801,340

Cable TV - 0.2%

Charter Communication Operating LLC Tranche
B term loan
6.91% 3/18/08 (g)

Ba3

2,500,000

2,468,750

Capital Goods - 0.5%

Acterna LLC Tranche B term loan 6.96% 9/30/07 (g)

-

1,960,784

1,823,529

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Thermadyne
Manufacturing LLC:

Tranche B term loan
6.76% 5/22/05 (g)

B3

$ 3,985,881

$ 3,387,999

Tranche C term loan
7.01% 5/22/06 (g)

B3

3,985,881

3,387,999

8,599,527

Environmental - 1.1%

Allied Waste North America, Inc.:

Tranche B term loan 6.6644% 7/21/06 (g)

Ba3

7,693,564

7,635,862

Tranche C term loan 6.9399% 7/21/07 (g)

Ba3

9,232,279

9,163,037

16,798,899

Textiles & Apparel - 0.2%

Pillowtex Corp. Tranche
B term loan
7.4239% 1/31/02 (g)

Caa2

3,000,000

1,500,000

Synthetic Industries, Inc. term loan
17% 6/14/08 (g)

-

3,600,000

1,980,000

3,480,000

TOTAL FLOATING RATE LOANS

(Cost $44,280,397)

43,148,516

Cash Equivalents - 3.6%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at:

3.75%, dated 6/29/01
due 7/2/01

$ 9,702,028

9,699,000

3.99%, dated 6/29/01
due 7/2/01

46,302,373

46,287,000

TOTAL CASH EQUIVALENTS

(Cost $55,986,000)

55,986,000

TOTAL INVESTMENT PORTFOLIO - 97.8%

(Cost $1,956,416,164)

1,505,186,035

NET OTHER ASSETS - 2.2%

34,140,900

NET ASSETS - 100%

$ 1,539,326,935

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 208,056

$ -

$ 2,096,658

Polymer Group, Inc.

663,660

1,554,442

-

6,790,984

Tokheim Corp.

-

141,231

-

1,649,227

TOTALS

$ 663,660

$ 1,903,729

$ -

$ 10,536,869

(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 $287,390,466 or 18.7% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,468,192

Micron Technology, Inc. 6.5% 9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc. Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc. Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc. mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc. senior

1/15/99

$ 7,618,828

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

3.2%

BBB

3.4%

Ba

13.9%

BB

16.3%

B

43.0%

B

49.8%

Caa

17.2%

CCC

6.7%

Ca, C

0.2%

CC, C

0.0%

D

0.3%

The percentage not rated by Moody's or S&P amounted to 1.6%. FMR has determined that unrated debt securities that are lower quality account for 1.6% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $1,251,237,359 and $1,157,988,530.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,174 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $21,808,148 or 1.4% of net assets.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $43,148,516 or 2.8% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $16,393,833. The weighted average interest rate was 4.71%. Interest expense includes $12,892 paid under the interfund lending program.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $9,712,000. The weighted average interest rate was 6.1%. Interest earned from the interfund lending program amounted to $1,647 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $10,089,000. The weighted average interest rate was 5.79%. Interest expense includes $4,868 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

89.3%

Canada

2.9

United Kingdom

2.7

Mexico

1.7

Luxembourg

1.6

Others (individually less than 1%)

1.8

100.0%

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,942,872,680. Net unrealized depreciation aggregated $437,686,645, of which $49,430,109 related to appreciated investment securities and $487,116,754 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $55,986,000)
(cost $1,956,416,164) -
See accompanying schedule

$ 1,505,186,035

Cash

263

Receivable for investments sold

26,684,356

Receivable for fund shares sold

2,386,662

Dividends receivable

1,648,396

Interest receivable

38,750,057

Total assets

1,574,655,769

Liabilities

Payable for investments purchased

$ 33,850,938

Payable for fund shares redeemed

513,035

Accrued management fee

773,207

Distribution fees payable

22,444

Other payables and
accrued expenses

169,210

Total liabilities

35,328,834

Net Assets

$ 1,539,326,935

Net Assets consist of:

Paid in capital

$ 2,603,874,200

Undistributed net investment income

180,999,768

Accumulated undistributed net realized gain (loss) on investments

(794,316,758)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(451,230,275)

Net Assets

$ 1,539,326,935

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,295,104,466 ÷
192,029,983 shares)

$6.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($233,574,539 ÷
34,732,341 shares)

$6.72

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,647,930 ÷
1,588,896 shares)

$6.70

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 12,162,490

Interest

105,825,941

Total income

117,988,431

Expenses

Management fee

$ 5,116,373

Transfer agent fees

579,025

Distribution fees

137,394

Accounting fees and expenses

253,711

Non-interested trustees' compensation

2,270

Custodian fees and expenses

28,857

Audit

23,032

Legal

5,166

Interest

17,760

Reports to shareholders

136,933

Total expenses before reductions

6,300,521

Expense reductions

(47,589)

6,252,932

Net investment income

111,735,499

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized loss of $1,298,471 on sales of investments in affiliated issuers)

(346,854,131)

Change in net unrealized appreciation (depreciation) on:

Investment securities

115,801,042

Assets and liabilities in
foreign currencies

(146)

115,800,896

Net gain (loss)

(231,053,235)

Net increase (decrease) in net assets resulting from operations

$ (119,317,736)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: High Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 111,735,499

$ 241,029,869

Net realized gain (loss)

(346,854,131)

(394,809,674)

Change in net unrealized appreciation (depreciation)

115,800,896

(345,968,584)

Net increase (decrease) in net assets resulting from operations

(119,317,736)

(499,748,389)

Distributions to shareholders from net investment income

(225,311,206)

(160,774,241)

Share transactions - net increase (decrease)

184,414,217

(151,517,210)

Total increase (decrease) in net assets

(160,214,725)

(812,039,840)

Net Assets

Beginning of period

1,699,541,660

2,511,581,500

End of period (including undistributed net investment income of $180,999,768 and $308,860,512, respectively)

$ 1,539,326,935

$ 1,699,541,660

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

78,854,242

$ 613,772,345

68,262,740

$ 656,033,666

Reinvested

24,517,471

193,933,192

13,813,362

144,073,366

Redeemed

(90,722,658)

(686,625,189)

(102,114,895)

(1,010,388,142)

Net increase (decrease)

12,649,055

$ 121,080,348

(20,038,793)

$ (210,281,110)

Service Class
Sold

15,954,749

$ 123,210,246

14,344,038

$ 139,520,383

Reinvested

3,882,761

30,634,983

1,603,673

16,694,232

Redeemed

(13,011,890)

(98,062,929)

(10,538,595)

(102,893,478)

Net increase (decrease)

6,825,620

$ 55,782,300

5,409,116

$ 53,321,137

Service Class 2 A
Sold

963,540

$ 7,185,865

583,490

$ 5,445,535

Reinvested

94,413

743,031

639

6,643

Redeemed

(52,079)

(377,327)

(1,107)

(9,415)

Net increase (decrease)

1,005,874

$ 7,551,569

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 193,933,192

$ 144,073,366

Service Class

30,634,983

16,694,232

Service Class 2 A

743,031

6,643

Total

$ 225,311,206

$ 160,774,241

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

.475 D, G

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(.915) G

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(.440)

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(1.000)

(.750)

(1.075)

(.970)

(.890)

(.920)

From net realized gain

-

-

(.030)

(.600)

(.110)

(.180)

In excess of net realized gain

-

-

(.005)

-

-

-

Total distributions

(1.000)

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 6.740

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B

(7.19)%

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,295,104

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.70% A

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

12.73% A, G

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

143% A

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

.467 G

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(.907) G

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(.440)

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.990)

(.740)

(1.075)

(.970)

-

From net realized gain

-

-

(.030)

(.600)

-

In excess of net realized gain

-

-

(.005)

-

-

Total distributions

(.990)

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 6.720

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(7.20)%

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 233,575

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.80% A

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after all expense reductions

.80% A

.78%

.79%

.82%

.80% A,F

Ratio of net investment income to average net assets

12.63% A, G

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

143% A

68%

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.058 for Initial Class and $.057 for Service Class and decrease net realized and unrealized gain (loss) per share by $.058 for Initial Class and $.057 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 11.18% for Initial Class and 11.08% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 8.130

$ 11.140

Income from Investment Operations

Net investment income D

.445 G

.936

Net realized and unrealized gain (loss)

(.885) G

(3.206)

Total from investment operations

(.440)

(2.270)

Less Distributions

From net investment income

(.990)

(.740)

Net asset value, end of period

$ 6.700

$ 8.130

Total Return B, C

(7.22)%

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 10,648

$ 4,742

Ratio of expenses to average net assets

.98% A

1.01% A

Ratio of expenses to average net assets after all expense reductions

.97% A, F

1.01% A

Ratio of net investment income to average net assets

12.45% A, G

11.04% A

Portfolio turnover rate

143% A

68%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.055 and decrease net realized and unrealized gain (loss) per share by $.055. Without this change the Ratio of net investment income to average net assets would have been 10.91%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Index 500 -
Service Class 2

-15.01%

14.07%

14.99%

S&P 500

-14.83%

14.48%

15.34%

Variable Annuity S&P 500 Index
Objective Funds Average

-15.04%

14.13%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity S&P 500 index objective funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 52 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.

* Not available


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2 on August 27, 1992, when the fund started. As the chart shows, by June 30, 2001 the value of the investment would have grown to $34,400 - a 244.00% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $35,358 - a 253.58% increase.

Investment Summary

Top Ten Stocks as of June 30, 2001

% of fund's
net assets

General Electric Co.

4.3

Microsoft Corp.

3.5

Exxon Mobil Corp.

2.7

Citigroup, Inc.

2.4

Pfizer, Inc.

2.3

AOL Time Warner, Inc.

2.1

Wal-Mart Stores, Inc.

1.9

Intel Corp.

1.8

American International Group, Inc.

1.8

International Business Machines Corp.

1.8

24.6

Market Sectors as of June 30, 2001

% of fund's
net assets

Information Technology

18.4

Financials

17.7

Consumer Discretionary

13.1

Health Care

12.7

Industrials

11.2

Consumer Staples

7.5

Energy

6.5

Telecommunication Services

5.5

Utilities

3.6

Materials

2.5

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with James Creighton, who oversees the Index 500 Portfolio's investment management personnel as Managing Director for Deutsche Asset Management Inc. (formerly Bankers Trust), sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the six-month period that ended June 30, 2001, the fund performed in line with the Standard & Poor's 500 Index and the variable annuity S&P 500® index objective funds average tracked by Lipper Inc., which returned -6.70 and -6.86%, respectively. For the 12 months that ended June 30, 2001, fund performance closely tracked the S&P 500 and Lipper average, which returned -14.83% and -15.04%, respectively.

Q. What factors set the tone for market performance during the past six months?

A. Weak economic data and persistent corporate earnings shortfalls fueled the negative momentum for stocks during the first half of 2001. The combined effects of last year's interest-rate hikes, higher energy costs, slowing productivity and rising labor costs spelled trouble for corporate profitability. Deteriorating global demand resulted in a build-up of unwanted inventories in several key sectors, particularly technology, which constrained profit growth. Excess capacity and a tighter supply of available funding caused further contraction in capital spending - the lifeblood of economic growth in recent years - which really squeezed earnings throughout the sector. Aggressive monetary stimulus from the Federal Reserve Board - in the form of six interest-rate cuts, two of which were surprise, inter-meeting moves - did little to revive optimism on Wall Street, as concerns about a more prolonged period of sluggishness in the U.S. economy weighed on investors' psyches. Despite snapbacks in January and April, the S&P 500 finished the period firmly in the red, due in large part to a handful of big-cap tech stocks that languished. The same companies that led the bull run for the past few years - namely Cisco, EMC and Oracle - hit the wall as business conditions soured and they were unable to support once-lofty valuations. Despite some pockets of strength, technology was the worst performing sector during the six-month period, down nearly 17%, and, with its considerable influence over the direction of the market, lured the index into bear territory - about 25% off its peak.

Q. Health stocks seemed to suffer their share of side effects during the period . . .

A. Drug stocks have historically offered a safe place to hang one's hat in a volatile market. The problem was, they failed to act defensively during the period. Firms such as Merck, Bristol-Myers Squibb and Pfizer faced tremendous selling pressure heading into the year, after having performed quite well late in 2000. The group generally suffered from a host of factors, including various operational and procedural issues, slower-than-expected sales of key products, unfavorable foreign exchange rates, lackluster new product pipelines, patent expirations and a potentially more stringent regulatory environment.

Q. What areas of the market seemed to attract investors?

A. Investors seemed unwilling to pay a premium for growth companies offering little-to-no earnings visibility, or growth for that matter. As such, given the thick haze surrounding most areas of technology - particularly communications-related hardware providers - market participants looked elsewhere for more attractive opportunities. Popular locations were stable growth, economically sensitive cyclical and smaller-cap, value-oriented stocks. Small-to-medium sized firms were strongly favored during the period for several reasons, including their lack of exposure to weakness in Europe, higher earnings expectations and lower valuations. Cyclicals got the nod because of their tendency to outperform in anticipation of an improving economy. Some tech stocks fit that bill and presented compelling valuations. Software and semiconductor-related firms, such as PeopleSoft and Advanced Micro Devices, respectively, performed quite nicely during the period. Microsoft, IBM and Dell were among the few heavyweights that also successfully bucked the downturn. Consumer confidence, spending and credit held up surprisingly well in the face of rising unemployment - due largely to falling interest rates - which was good news for the flagging economy, as well as for several bank, media and consumer stocks. Topping the respective lists were Bank of America, AOL Time Warner and Philip Morris.

Q. Jim, what's your outlook?

A. Equity markets must still contend with a weak near-term earnings outlook. Sluggish growth and narrowing profit margins should continue to drag on bottom lines. The Fed is slowing down the easing, aware that there's plenty of stimulus - both monetary and fiscal, the latter in the form of a federal tax cut - already in the pipeline. The financial/monetary building blocks of an economic rebound appear to be falling into place. I expect market conditions to improve when the economy turns, but nothing like the nirvana that propelled equity returns in the late 1990s is apt to re-emerge.

The views expressed in this report reflect those of Deutsche Asset Management Inc. only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of June 30, 2001, more than $3.7 billion

Sub-adviser: Deutsche Asset Management Inc. (formerly Bankers Trust), since 1997

3

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.1%

Auto Components - 0.3%

Cooper Tire & Rubber Co.

23,593

$ 335,021

Dana Corp.

48,608

1,134,511

Delphi Automotive Systems Corp.

185,909

2,961,530

Goodyear Tire & Rubber Co.

54,041

1,513,148

Johnson Controls, Inc.

28,497

2,065,178

Snap-On, Inc.

19,143

462,495

TRW, Inc.

40,327

1,653,407

Visteon Corp.

42,661

784,109

10,909,399

Automobiles - 0.9%

Ford Motor Co.

619,048

15,197,628

General Motors Corp.

183,009

11,776,629

Harley-Davidson, Inc.

101,269

4,767,745

31,742,002

Hotels Restaurants & Leisure - 0.9%

Carnival Corp.

200,540

6,156,578

Darden Restaurants, Inc.

40,251

1,123,003

Harrah's Entertainment, Inc. (a)

39,117

1,380,830

Hilton Hotels Corp.

123,399

1,431,428

Marriott International, Inc. Class A

80,246

3,798,846

McDonald's Corp.

438,425

11,863,781

Starbucks Corp. (a)

126,762

2,790,032

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,585

2,407,729

Tricon Global Restaurants, Inc. (a)

48,926

2,147,851

Wendy's International, Inc.

38,193

975,449

34,075,527

Household Durables - 0.3%

American Greetings Corp. Class A

23,029

253,319

Black & Decker Corp.

27,259

1,075,640

Centex Corp.

20,046

816,875

Fortune Brands, Inc.

51,755

1,985,322

KB HOME

15,098

455,507

Leggett & Platt, Inc.

66,084

1,455,831

Maytag Corp.

26,065

762,662

Newell Rubbermaid, Inc.

89,282

2,240,978

Pulte Homes, Inc.

13,832

589,658

The Stanley Works

28,353

1,187,424

Tupperware Corp.

19,452

455,760

Whirlpool Corp.

22,426

1,401,625

12,680,601

Leisure Equipment & Products - 0.2%

Brunswick Corp.

29,260

703,118

Eastman Kodak Co.

100,335

4,683,638

Hasbro, Inc.

57,674

833,389

Mattel, Inc.

142,712

2,700,111

8,920,256

Media - 5.1%

AOL Time Warner, Inc. (a)

1,469,739

77,896,167

Shares

Value (Note 1)

Clear Channel Communications, Inc. (a)

196,945

$ 12,348,452

Comcast Corp. Class A (special) (a)

316,298

13,743,148

Dow Jones & Co., Inc.

29,207

1,743,950

Gannett Co., Inc.

88,891

5,857,917

Harcourt General, Inc.

23,558

1,370,840

Interpublic Group of Companies, Inc.

122,886

3,606,704

Knight-Ridder, Inc.

24,463

1,450,656

McGraw-Hill Companies, Inc.

65,236

4,315,361

Meredith Corp.

19,254

689,486

Omnicom Group, Inc.

59,479

5,115,194

The New York Times Co. Class A

54,134

2,273,628

TMP Worldwide, Inc. (a)

36,060

2,131,507

Tribune Co.

103,321

4,133,873

Univision Communications, Inc.
Class A (a)

71,176

3,044,909

Viacom, Inc. Class B (non-vtg.) (a)

596,070

30,846,623

Walt Disney Co.

698,417

20,177,267

190,745,682

Multiline Retail - 3.1%

Big Lots, Inc. (a)

37,510

513,137

Costco Wholesale Corp. (a)

149,685

6,276,292

Dillards, Inc. Class A

30,462

465,155

Dollar General Corp.

110,633

2,157,344

Federated Department Stores, Inc. (a)

66,336

2,819,280

JCPenney Co., Inc.

87,461

2,305,472

Kmart Corp. (a)

161,097

1,847,783

Kohls Corp. (a)

110,756

6,947,724

Nordstrom, Inc.

45,181

838,108

Sears, Roebuck & Co.

111,627

4,722,938

Target Corp.

299,294

10,355,572

The May Department Stores Co.

99,417

3,406,026

Wal-Mart Stores, Inc.

1,493,050

72,860,840

115,515,671

Specialty Retail - 2.1%

AutoZone, Inc. (a)

38,058

1,427,175

Bed Bath & Beyond, Inc. (a)

95,586

2,907,726

Best Buy Co., Inc. (a)

69,468

4,412,607

Circuit City Stores, Inc. -
Circuit City Group

68,891

1,240,038

Gap, Inc.

284,039

8,237,131

Home Depot, Inc.

774,166

36,037,427

Lowe's Companies, Inc.

128,001

9,286,473

Office Depot, Inc. (a)

99,833

1,036,267

RadioShack Corp.

62,164

1,896,002

Sherwin-Williams Co.

54,912

1,219,046

Staples, Inc. (a)

151,552

2,276,311

The Limited, Inc.

142,413

2,352,663

Tiffany & Co., Inc.

48,772

1,766,522

TJX Companies, Inc.

93,468

2,978,825

Toys 'R' Us, Inc. (a)

66,041

1,634,515

78,708,728

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

17,100

862,695

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

NIKE, Inc. Class B

89,912

$ 3,775,405

Reebok International Ltd. (a)

18,725

598,264

VF Corp.

37,821

1,375,928

6,612,292

TOTAL CONSUMER DISCRETIONARY

489,910,158

CONSUMER STAPLES - 7.5%

Beverages - 2.1%

Adolph Coors Co. Class B

12,643

634,426

Anheuser-Busch Companies, Inc.

301,860

12,436,632

Brown-Forman Corp. Class B (non-vtg.)

23,103

1,477,206

Coca-Cola Enterprises, Inc.

139,743

2,284,798

Pepsi Bottling Group, Inc.

47,360

1,899,136

PepsiCo, Inc.

482,617

21,331,671

The Coca-Cola Co.

831,444

37,414,980

77,478,849

Food & Drug Retailing - 1.2%

Albertson's, Inc.

136,899

4,105,601

CVS Corp.

130,952

5,054,747

Kroger Co. (a)

273,699

6,842,475

Safeway, Inc. (a)

167,563

8,043,024

SUPERVALU, Inc.

44,344

778,237

Sysco Corp.

226,010

6,136,172

Walgreen Co.

339,631

11,598,399

Winn-Dixie Stores, Inc.

47,005

1,228,241

43,786,896

Food Products - 1.4%

Archer-Daniels-Midland Co.

211,955

2,755,415

Campbell Soup Co.

140,561

3,619,446

ConAgra Foods, Inc.

179,480

3,555,499

General Mills, Inc.

94,912

4,155,247

H.J. Heinz Co.

116,306

4,755,752

Hershey Foods Corp.

45,517

2,808,854

Kellogg Co.

135,677

3,934,633

Quaker Oats Co.

44,084

4,022,665

Ralston Purina Co.

103,498

3,107,010

Sara Lee Corp.

270,808

5,129,104

Unilever NV (NY Shares)

191,071

11,382,099

Wm. Wrigley Jr. Co.

75,552

3,539,611

52,765,335

Household Products - 1.4%

Clorox Co.

79,062

2,684,155

Colgate-Palmolive Co.

191,349

11,287,678

Kimberly-Clark Corp.

178,493

9,977,759

Procter & Gamble Co.

434,536

27,723,397

51,672,989

Personal Products - 0.4%

Alberto-Culver Co. Class B

18,840

792,034

Shares

Value (Note 1)

Avon Products, Inc.

79,617

$ 3,684,675

Gillette Co.

352,208

10,210,510

14,687,219

Tobacco - 1.0%

Philip Morris Companies, Inc.

730,625

37,079,219

UST, Inc.

55,274

1,595,208

38,674,427

TOTAL CONSUMER STAPLES

279,065,715

ENERGY - 6.5%

Energy Equipment & Services - 0.7%

Baker Hughes, Inc.

110,754

3,710,259

Halliburton Co.

147,677

5,257,301

Nabors Industries, Inc. (a)

48,917

1,819,712

Noble Drilling Corp. (a)

44,660

1,462,615

Rowan Companies, Inc. (a)

31,301

691,752

Schlumberger Ltd. (NY Shares)

191,290

10,071,419

Transocean Sedco Forex, Inc.

105,770

4,363,013

27,376,071

Oil & Gas - 5.8%

Amerada Hess Corp.

29,354

2,371,803

Anadarko Petroleum Corp.

82,803

4,473,846

Apache Corp.

40,953

2,078,365

Ashland, Inc.

23,875

957,388

Burlington Resources, Inc.

71,758

2,866,732

Chevron Corp.

206,871

18,721,826

Conoco, Inc. Class B

207,571

5,998,802

Devon Energy Corp.

42,510

2,231,775

EOG Resources, Inc.

38,801

1,379,376

Exxon Mobil Corp.

1,149,885

100,442,455

Kerr-McGee Corp.

31,210

2,068,287

Occidental Petroleum Corp.

122,705

3,262,726

Phillips Petroleum Co.

82,023

4,675,311

Royal Dutch Petroleum Co. (NY Shares)

713,389

41,569,177

Sunoco, Inc.

30,783

1,127,581

Texaco, Inc.

194,921

12,981,739

Tosco Corp.

51,609

2,273,376

Unocal Corp.

80,642

2,753,924

USX - Marathon Group

106,768

3,150,724

215,385,213

TOTAL ENERGY

242,761,284

FINANCIALS - 17.7%

Banks - 5.8%

AmSouth Bancorp.

124,846

2,308,403

Bank of America Corp.

534,098

32,061,903

Bank of New York Co., Inc.

247,232

11,867,136

Bank One Corp.

386,123

13,823,203

BB&T Corp.

133,853

4,912,405

Charter One Financial, Inc.

69,260

2,209,394

Comerica, Inc.

58,913

3,393,389

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Banks - continued

Fifth Third Bancorp

189,644

$ 11,445,015

First Union Corp.

326,982

11,424,751

FleetBoston Financial Corp.

361,598

14,265,041

Golden West Financial Corp.

53,053

3,408,125

Huntington Bancshares, Inc.

82,803

1,328,160

KeyCorp

141,746

3,692,483

Mellon Financial Corp.

162,826

7,489,996

National City Corp.

203,095

6,251,264

Northern Trust Corp.

73,897

4,773,746

PNC Financial Services Group, Inc.

96,623

6,356,827

Regions Financial Corp.

80,264

2,527,513

SouthTrust Corp.

112,568

2,926,768

SunTrust Banks, Inc.

98,733

6,395,924

Synovus Financial Corp.

95,665

3,001,968

U.S. Bancorp

643,519

14,665,798

Union Planters Corp.

46,061

2,008,260

Wachovia Corp.

69,814

4,967,266

Washington Mutual, Inc.

292,105

10,968,543

Wells Fargo & Co.

571,010

26,511,994

Zions Bancorp

30,600

1,779,696

216,764,971

Diversified Financials - 7.7%

AMBAC Financial Group, Inc.

34,887

2,030,423

American Express Co.

443,713

17,216,064

Bear Stearns Companies, Inc.

36,359

2,144,090

Capital One Financial Corp.

65,250

3,915,000

Charles Schwab Corp.

464,254

7,103,086

Citigroup, Inc.

1,678,548

88,694,476

Countrywide Credit Industries, Inc.

37,970

1,742,064

Fannie Mae

336,331

28,638,585

Franklin Resources, Inc.

89,088

4,077,558

Freddie Mac

231,802

16,226,140

Household International, Inc.

156,788

10,457,760

J.P. Morgan Chase & Co.

661,579

29,506,423

Lehman Brothers Holdings, Inc.

84,036

6,533,799

MBNA Corp.

283,720

9,348,574

Merrill Lynch & Co., Inc.

280,258

16,605,287

Moody's Corp.

55,149

1,847,492

Morgan Stanley Dean Witter & Co.

373,822

24,010,587

Providian Financial Corp.

94,926

5,619,619

State Street Corp.

107,934

5,341,654

Stilwell Financial, Inc.

75,319

2,527,706

T. Rowe Price Group, Inc.

41,380

1,521,129

USA Education, Inc.

54,294

3,963,462

289,070,978

Insurance - 4.2%

AFLAC, Inc.

177,474

5,588,656

Allstate Corp.

243,990

10,733,120

American General Corp.

168,229

7,814,237

Shares

Value (Note 1)

American International Group, Inc.

777,900

$ 66,899,400

Aon Corp.

84,548

2,959,180

Cincinnati Financial Corp.

53,269

2,132,358

Conseco, Inc.

109,141

1,489,775

Hartford Financial Services Group, Inc.

78,753

5,386,705

Jefferson-Pilot Corp.

51,288

2,478,236

John Hancock Financial Services, Inc.

98,467

3,964,281

Lincoln National Corp.

64,164

3,320,487

Loews Corp.

65,645

4,229,507

Marsh & McLennan Companies, Inc.

91,583

9,249,883

MBIA, Inc.

48,916

2,723,643

MetLife, Inc.

255,728

7,922,453

MGIC Investment Corp.

35,367

2,569,059

Progressive Corp.

24,360

3,293,228

SAFECO Corp.

42,876

1,270,845

The Chubb Corp.

58,169

4,504,026

The St. Paul Companies, Inc.

72,390

3,669,449

Torchmark Corp.

42,333

1,702,210

UnumProvident Corp.

80,752

2,593,754

156,494,492

TOTAL FINANCIALS

662,330,441

HEALTH CARE - 12.7%

Biotechnology - 0.8%

Amgen, Inc. (a)

347,868

21,585,209

Biogen, Inc. (a)

49,073

2,651,905

Chiron Corp. (a)

63,619

3,320,276

Medimmune, Inc. (a)

70,384

3,337,609

30,894,999

Health Care Equipment & Supplies - 1.3%

Applera Corp. - Applied
Biosystems Group

69,804

1,867,257

Bausch & Lomb, Inc.

18,627

675,042

Baxter International, Inc.

196,256

9,616,544

Becton, Dickinson & Co.

86,860

3,108,719

Biomet, Inc.

60,592

2,912,052

Boston Scientific Corp. (a)

137,769

2,342,073

C.R. Bard, Inc.

17,672

1,006,420

Guidant Corp. (a)

103,870

3,739,320

Medtronic, Inc.

402,578

18,522,614

St. Jude Medical, Inc. (a)

29,022

1,741,320

Stryker Corp.

66,105

3,625,859

49,157,220

Health Care Providers & Services - 1.3%

Aetna, Inc. (a)

48,365

1,251,203

Cardinal Health, Inc.

148,424

10,241,256

CIGNA Corp.

51,332

4,918,632

HCA - The Healthcare Co.

184,633

8,343,565

HealthSouth Corp. (a)

129,127

2,062,158

Humana, Inc. (a)

56,555

557,067

Manor Care, Inc. (a)

34,319

1,089,628

McKesson HBOC, Inc.

94,619

3,512,257

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - continued

Quintiles Transnational Corp. (a)

39,879

$ 1,016,516

Tenet Healthcare Corp. (a)

107,289

5,535,040

UnitedHealth Group, Inc.

106,915

6,602,001

Wellpoint Health Networks, Inc. (a)

20,935

1,972,914

47,102,237

Pharmaceuticals - 9.3%

Abbott Laboratories

517,798

24,859,482

Allergan, Inc.

43,684

3,734,982

American Home Products Corp.

437,808

25,585,500

Bristol-Myers Squibb Co.

647,572

33,868,016

Eli Lilly & Co.

376,547

27,864,478

Forest Laboratories, Inc. (a)

58,611

4,161,381

Johnson & Johnson

1,006,854

50,342,700

King Pharmaceuticals, Inc. (a)

56,010

3,010,538

Merck & Co., Inc.

764,273

48,844,687

Pfizer, Inc.

2,108,576

84,448,469

Pharmacia Corp.

430,665

19,789,057

Schering-Plough Corp.

488,207

17,692,622

Watson Pharmaceuticals, Inc. (a)

34,014

2,096,623

346,298,535

TOTAL HEALTH CARE

473,452,991

INDUSTRIALS - 11.2%

Aerospace & Defense - 1.5%

Boeing Co.

290,036

16,126,002

General Dynamics Corp.

66,572

5,179,967

Goodrich Corp.

35,918

1,364,166

Honeywell International, Inc.

296,148

10,362,219

Lockheed Martin Corp.

142,635

5,284,627

Northrop Grumman Corp.

27,837

2,229,744

Raytheon Co.

112,132

2,977,105

United Technologies Corp.

157,062

11,506,362

55,030,192

Air Freight & Couriers - 0.1%

FedEx Corp. (a)

99,874

4,014,935

Airlines - 0.2%

AMR Corp. (a)

50,399

1,820,916

Delta Air Lines, Inc.

41,094

1,811,424

Southwest Airlines Co.

253,373

4,684,867

U.S. Airways Group, Inc. (a)

22,492

546,556

8,863,763

Building Products - 0.1%

Crane Co.

20,026

620,806

Masco Corp.

149,603

3,734,091

4,354,897

Commercial Services & Supplies - 1.8%

Allied Waste Industries, Inc. (a)

59,699

1,115,177

Automatic Data Processing, Inc.

212,828

10,577,552

Shares

Value (Note 1)

Avery Dennison Corp.

37,327

$ 1,905,543

Cendant Corp. (a)

281,897

5,496,992

Cintas Corp.

57,465

2,697,982

Concord EFS, Inc. (a)

71,435

3,967,500

Convergys Corp. (a)

58,039

1,755,680

Deluxe Corp.

24,772

715,911

Ecolab, Inc.

42,584

1,744,666

Equifax, Inc.

46,275

1,697,367

First Data Corp.

132,400

8,506,700

Fiserv, Inc. (a)

41,931

2,599,722

H&R Block, Inc.

30,473

1,967,032

IMS Health, Inc.

99,074

2,823,609

Paychex, Inc.

125,355

5,164,626

Pitney Bowes, Inc.

84,528

3,560,319

R.R. Donnelley & Sons Co.

41,109

1,220,937

Robert Half International, Inc. (a)

61,476

1,530,138

Sabre Holdings Corp. Class A

43,834

2,191,700

Waste Management, Inc.

211,759

6,526,412

67,765,565

Construction & Engineering - 0.0%

Fluor Corp.

24,816

1,120,442

McDermott International, Inc.

19,847

231,218

1,351,660

Electrical Equipment - 0.5%

American Power Conversion Corp. (a)

72,931

1,079,379

Cooper Industries, Inc.

34,551

1,367,874

Emerson Electric Co.

145,327

8,792,284

Molex, Inc.

66,850

2,427,992

National Service Industries, Inc.

13,818

311,872

Power-One, Inc. (a)

25,939

428,253

Rockwell International Corp.

63,848

2,433,886

Thomas & Betts Corp.

25,597

564,926

17,406,466

Industrial Conglomerates - 5.7%

General Electric Co.

3,280,418

159,920,364

Minnesota Mining & Manufacturing Co.

132,375

15,103,988

Textron, Inc.

47,088

2,591,724

Tyco International Ltd.

642,430

35,012,435

212,628,511

Machinery - 0.8%

Caterpillar, Inc.

114,479

5,729,674

Cummins, Inc.

16,320

631,584

Danaher Corp.

47,300

2,648,800

Deere & Co.

79,058

2,992,345

Dover Corp.

67,745

2,550,599

Eaton Corp.

22,775

1,596,528

Illinois Tool Works, Inc.

100,673

6,372,601

Ingersoll-Rand Co.

53,187

2,191,304

ITT Industries, Inc.

28,917

1,279,577

Navistar International Corp. (a)

19,402

545,778

PACCAR, Inc.

25,165

1,286,938

Pall Corp.

40,476

952,400

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - continued

Parker-Hannifin Corp.

38,404

$ 1,629,866

Timken Co.

19,834

335,988

30,743,982

Road & Rail - 0.4%

Burlington Northern Santa Fe Corp.

131,310

3,961,623

CSX Corp.

71,307

2,584,166

Norfolk Southern Corp.

128,665

2,663,366

Ryder System, Inc.

23,934

469,106

Union Pacific Corp.

82,849

4,549,239

14,227,500

Trading Companies & Distributors - 0.1%

Genuine Parts Co.

56,978

1,794,807

W.W. Grainger, Inc.

31,113

1,280,611

3,075,418

TOTAL INDUSTRIALS

419,462,889

INFORMATION TECHNOLOGY - 18.4%

Communications Equipment - 3.0%

ADC Telecommunications, Inc. (a)

259,217

1,783,413

Andrew Corp. (a)

26,920

496,943

Avaya, Inc. (a)

95,078

1,302,569

Cabletron Systems, Inc. (a)

62,219

1,421,704

Cisco Systems, Inc. (a)

2,432,918

47,125,622

Comverse Technology, Inc. (a)

55,432

3,193,438

Corning, Inc.

307,159

5,132,627

JDS Uniphase Corp. (a)

436,261

5,749,920

Lucent Technologies, Inc.

1,137,097

7,050,001

Motorola, Inc.

729,824

12,085,885

Nortel Networks Corp.

1,063,246

9,664,906

QUALCOMM, Inc. (a)

251,813

14,340,750

Scientific-Atlanta, Inc.

53,876

2,187,366

Tellabs, Inc. (a)

137,051

2,556,001

114,091,145

Computers & Peripherals - 4.5%

Apple Computer, Inc. (a)

116,116

2,808,846

Compaq Computer Corp.

565,246

8,755,661

Dell Computer Corp. (a)

865,158

23,445,782

EMC Corp. (a)

731,733

21,256,844

Gateway, Inc. (a)

108,560

1,785,812

Hewlett-Packard Co.

646,325

18,484,895

International Business Machines Corp.

579,158

65,444,854

Lexmark International, Inc. Class A (a)

42,662

2,869,020

NCR Corp. (a)

31,852

1,497,044

Network Appliance, Inc. (a)

107,814

1,495,380

Palm, Inc. (a)

190,967

1,161,079

Sun Microsystems, Inc. (a)

1,090,333

17,663,395

166,668,612

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

152,384

4,952,480

Shares

Value (Note 1)

Jabil Circuit, Inc. (a)

63,629

$ 1,963,591

Millipore Corp.

15,435

956,661

PerkinElmer, Inc.

33,200

913,996

Sanmina Corp. (a)

102,199

2,462,996

Solectron Corp. (a)

215,522

3,944,053

Symbol Technologies, Inc.

73,790

1,638,138

Tektronix, Inc. (a)

31,419

853,026

Thermo Electron Corp. (a)

60,007

1,321,354

19,006,295

Internet Software & Services - 0.1%

BroadVision, Inc. (a)

90,495

462,429

Yahoo!, Inc. (a)

183,892

3,593,250

4,055,679

IT Consulting & Services - 0.4%

Computer Sciences Corp. (a)

56,969

1,971,127

Electronic Data Systems Corp.

156,762

9,797,625

Sapient Corp. (a)

40,313

394,261

Unisys Corp. (a)

104,634

1,539,166

13,702,179

Office Electronics - 0.1%

Xerox Corp.

224,063

2,144,283

Semiconductor Equipment & Products - 4.2%

Advanced Micro Devices, Inc. (a)

114,291

3,300,724

Altera Corp. (a)

132,667

3,934,903

Analog Devices, Inc. (a)

120,327

5,204,143

Applied Materials, Inc. (a)

270,625

13,918,244

Applied Micro Circuits Corp. (a)

100,088

1,767,554

Broadcom Corp. Class A (a)

81,840

3,521,575

Conexant Systems, Inc. (a)

81,842

730,031

Intel Corp.

2,249,897

68,599,360

KLA-Tencor Corp. (a)

61,556

3,613,337

Linear Technology Corp.

105,938

4,940,948

LSI Logic Corp. (a)

120,070

2,257,316

Maxim Integrated Products, Inc. (a)

108,107

5,088,596

Micron Technology, Inc. (a)

198,470

8,157,117

National Semiconductor Corp. (a)

58,402

1,700,666

Novellus Systems, Inc. (a)

47,087

2,620,862

QLogic Corp. (a)

30,854

1,987,306

Teradyne, Inc. (a)

58,164

1,925,228

Texas Instruments, Inc.

579,830

18,264,645

Vitesse Semiconductor Corp. (a)

63,671

1,345,368

Xilinx, Inc. (a)

110,452

4,644,507

157,522,430

Software - 5.6%

Adobe Systems, Inc.

80,234

3,766,986

Autodesk, Inc.

18,819

700,067

BMC Software, Inc. (a)

81,054

1,826,957

Citrix Systems, Inc. (a)

61,518

2,131,599

Computer Associates International, Inc.

192,302

6,922,872

Compuware Corp. (a)

122,030

1,666,930

Intuit, Inc. (a)

68,845

2,671,186

Mercury Interactive Corp. (a)

26,902

1,657,432

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Microsoft Corp. (a)

1,794,235

$ 129,202,862

Novell, Inc. (a)

105,647

549,364

Oracle Corp. (a)

1,866,649

36,698,319

Parametric Technology Corp. (a)

88,520

1,140,138

PeopleSoft, Inc. (a)

95,162

4,596,325

Siebel Systems, Inc. (a)

150,757

7,145,882

VERITAS Software Corp. (a)

132,323

8,987,378

209,664,297

TOTAL INFORMATION TECHNOLOGY

686,854,920

MATERIALS - 2.5%

Chemicals - 1.2%

Air Products & Chemicals, Inc.

77,169

3,530,482

Dow Chemical Co.

300,337

9,986,205

E.I. du Pont de Nemours and Co.

349,240

16,847,338

Eastman Chemical Co.

26,213

1,248,525

Engelhard Corp.

43,723

1,127,616

FMC Corp. (a)

10,575

725,022

Great Lakes Chemical Corp.

17,578

542,281

Hercules, Inc.

37,938

428,699

International Flavors & Fragrances, Inc.

32,783

823,837

PPG Industries, Inc.

56,718

2,981,665

Praxair, Inc.

53,590

2,518,730

Rohm & Haas Co.

74,282

2,443,878

Sigma Aldrich Corp.

26,374

1,068,147

44,272,425

Construction Materials - 0.0%

Vulcan Materials Co.

33,989

1,826,909

Containers & Packaging - 0.1%

Ball Corp.

9,511

452,343

Bemis Co., Inc.

17,654

709,161

Pactiv Corp. (a)

52,553

704,210

Sealed Air Corp. (a)

28,665

1,067,771

Temple-Inland, Inc.

16,349

871,238

3,804,723

Metals & Mining - 0.7%

Alcan, Inc.

106,312

4,479,991

Alcoa, Inc.

289,186

11,393,928

Allegheny Technologies, Inc.

26,937

487,290

Barrick Gold Corp.

132,238

2,017,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

50,049

553,041

Homestake Mining Co.

87,513

678,226

Inco Ltd. (a)

60,833

1,052,724

Newmont Mining Corp.

64,126

1,193,385

Nucor Corp.

26,085

1,275,296

Phelps Dodge Corp.

26,359

1,093,899

Placer Dome, Inc.

109,211

1,067,584

Shares

Value (Note 1)

USX - U.S. Steel Group

29,749

$ 599,442

Worthington Industries, Inc.

28,691

390,198

26,282,638

Paper & Forest Products - 0.5%

Boise Cascade Corp.

19,025

669,109

Georgia-Pacific Group

75,318

2,549,514

International Paper Co.

160,814

5,741,060

Louisiana-Pacific Corp.

34,464

404,263

Mead Corp.

33,033

896,516

Potlatch Corp.

9,372

322,491

Westvaco Corp.

33,497

813,642

Weyerhaeuser Co.

72,562

3,988,733

Willamette Industries, Inc.

36,385

1,801,058

17,186,386

TOTAL MATERIALS

93,373,081

TELECOMMUNICATION SERVICES - 5.5%

Diversified Telecommunication Services - 5.2%

ALLTEL Corp.

105,261

6,448,289

AT&T Corp.

1,149,130

25,280,860

BellSouth Corp.

626,690

25,236,806

CenturyTel, Inc.

46,163

1,398,739

Citizens Communications Co. (a)

86,918

1,045,624

Global Crossing Ltd. (a)

294,034

2,540,454

Qwest Communications
International, Inc.

552,929

17,621,847

SBC Communications, Inc.

1,122,270

44,958,136

Sprint Corp. - FON Group

294,341

6,287,124

Verizon Communications

902,819

48,300,817

WorldCom, Inc.

961,056

14,367,787

193,486,483

Wireless Telecommunication Services - 0.3%

Nextel Communications, Inc. Class A (a)

257,776

4,464,680

Sprint Corp. - PCS Group Series 1 (a)

312,996

7,558,853

12,023,533

TOTAL TELECOMMUNICATION SERVICES

205,510,016

UTILITIES - 3.6%

Electric Utilities - 2.6%

AES Corp. (a)

177,383

7,636,338

Allegheny Energy, Inc.

40,857

1,971,350

Ameren Corp.

45,683

1,950,664

American Electric Power Co., Inc.

107,439

4,960,459

Calpine Corp. (a)

99,510

3,761,478

Cinergy Corp.

52,828

1,846,339

CMS Energy Corp.

43,407

1,208,885

Consolidated Edison, Inc.

70,657

2,812,149

Constellation Energy Group, Inc.

54,090

2,304,234

Dominion Resources, Inc.

79,825

4,799,877

DTE Energy Co.

57,146

2,653,860

Duke Energy Corp.

255,927

9,983,712

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utilities - continued

Edison International

108,086

$ 1,205,159

Entergy Corp.

74,250

2,850,458

Exelon Corp.

106,305

6,816,277

FirstEnergy Corp.

75,091

2,414,927

FPL Group, Inc.

59,018

3,553,474

GPU, Inc.

40,260

1,415,139

Mirant Corp.

113,013

3,887,647

Niagara Mohawk Holdings, Inc. (a)

53,745

950,749

PG&E Corp.

128,580

1,440,096

Pinnacle West Capital Corp.

28,181

1,335,779

PPL Corp.

48,353

2,659,415

Progress Energy, Inc.

68,502

3,077,110

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

71,990

3,520,311

Reliant Energy, Inc.

98,339

3,167,499

Southern Co.

225,545

5,243,921

TXU Corp.

86,082

4,147,431

Xcel Energy, Inc.

113,551

3,230,526

96,820,743

Gas Utilities - 0.4%

El Paso Corp.

165,762

8,709,135

KeySpan Corp.

45,469

1,658,709

Kinder Morgan, Inc.

38,543

1,936,786

Nicor, Inc.

15,671

610,856

NiSource, Inc.

68,665

1,876,614

ONEOK, Inc.

20,330

400,501

Peoples Energy Corp.

12,241

492,088

Sempra Energy

67,997

1,859,038

17,543,727

Multi-Utilities - 0.6%

Dynegy, Inc. Class A

107,820

5,013,630

Enron Corp.

249,137

12,207,713

Williams Companies, Inc.

160,984

5,304,423

22,525,766

TOTAL UTILITIES

136,890,236

TOTAL COMMON STOCKS

(Cost $2,604,560,897)

3,689,611,731

U.S. Treasury Obligations - 1.3%

Moody's Ratings
(unaudited)

Principal
Amount

U.S. Treasury Bills, yield at date of purchase 3.22% to 3.83% 7/5/01 to 8/16/01 (c)
(Cost $48,946,388)

-

$ 49,118,000

48,967,193

Cash Equivalents - 7.1%

Shares

Value (Note 1)

Daily Assets Institutional, 4.21% (b)
(Cost $264,338,290)

264,338,290

$ 264,338,290

TOTAL INVESTMENT PORTFOLIO - 107.1%

(Cost $2,917,845,575)

4,002,917,214

NET OTHER ASSETS - (7.1)%

(263,803,719)

NET ASSETS - 100%

$ 3,739,113,495

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

159 S&P 500 Stock Index Contracts

Sept. 2001

$ 48,960,075

$ (840,001)

The face value of futures purchased as a percentage of net assets - 1.3%

Legend

(a) Non-income producing

(b) The rate quoted is the daily rate of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $4,979,664.

Other Information

Purchases of securities, other than short-term securities, aggregated $190,286,286. Sales of securities, other than short-term securities, aggregated $322,158,155, of which $165,309,648 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $(11,896,554) on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $506,011,149 and $477,443,988, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Deutsche Asset Management Inc. The commissions paid to these affiliated firms were $0 and $18,756, respectively for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,931,979,174. Net unrealized appreciation aggregated $1,070,938,040, of which $1,372,516,167 related to appreciated investment securities and $301,578,127 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $256,928,525) (cost $2,917,845,575) - See accompanying schedule

$ 4,002,917,214

Cash

29,876

Receivable for investments sold

281,642

Receivable for fund shares sold

2,822,639

Dividends receivable

2,759,130

Receivable for daily variation on futures contracts

183,769

Other receivables

81,075

Total assets

4,009,075,345

Liabilities

Payable for investments purchased

$ 3,656,999

Payable for fund shares redeemed

1,093,048

Accrued management fee

583,422

Distribution fees payable

2,198

Other payables and
accrued expenses

287,893

Collateral on securities loaned,
at value

264,338,290

Total liabilities

269,961,850

Net Assets

$ 3,739,113,495

Net Assets consist of:

Paid in capital

$ 2,683,678,810

Undistributed net investment income

18,913,909

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(47,696,560)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,084,217,336

Net Assets

$ 3,739,113,495

Initial Class:
Net Asset Value, offering price
and redemption price per share
($3,727,524,130 ÷ 26,972,083
shares)

$138.20

Service Class:
Net Asset Value, offering price
and redemption price per share
($589,770 ÷ 4,270 shares)

$138.12

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($10,999,595 ÷ 79,893 shares)

$137.68

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 23,195,284

Interest

959,846

Security lending

366,686

Total income

24,521,816

Expenses

Management fee

$ 4,662,667

Transfer agent fees

1,268,569

Distribution fees

9,549

Accounting fees

314,919

Non-interested trustees' compensation

6,870

Registration fees

4,363

Audit

24,276

Legal

9,488

Reports to shareholders

189,901

Miscellaneous

1,379

Total expenses before reductions

6,491,981

Expense reductions

(1,114,106)

5,377,875

Net investment income

19,143,941

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,314,386)

Foreign currency transactions

4,532

Futures contracts

2,069,773

(36,240,081)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(265,416,293)

Assets and liabilities in
foreign currencies

(14,302)

Futures contracts

(700,609)

(266,131,204)

Net gain (loss)

(302,371,285)

Net increase (decrease) in net assets resulting from operations

$ (283,227,344)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 19,143,941

$ 44,181,536

Net realized gain (loss)

(36,240,081)

48,471,842

Change in net unrealized appreciation (depreciation)

(266,131,204)

(539,063,132)

Net increase (decrease) in net assets resulting from operations

(283,227,344)

(446,409,754)

Distributions to shareholders
From net investment income

(44,349,182)

(51,736,686)

From net realized gain

-

(22,615,438)

Total distributions

(44,349,182)

(74,352,124)

Share transactions - net increase (decrease)

(82,450,776)

(868,832,015)

Total increase (decrease) in net assets

(410,027,302)

(1,389,593,893)

Net Assets

Beginning of period

4,149,140,797

5,538,734,690

End of period (including undistributed net investment income of $18,913,909 and $44,119,720, respectively)

$ 3,739,113,495

$ 4,149,140,797

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,709,254

$ 524,138,294

8,463,215

$ 1,364,549,374

Reinvested

292,574

44,278,192

477,249

74,350,653

Redeemed

(4,774,553)

(662,569,033)

(14,280,085)

(2,308,173,895)

Net increase (decrease)

(772,725)

$ (94,152,547)

(5,339,621)

$ (869,273,868)

Service Class B
Sold

3,681

$ 515,201

600

$ 100,000

Reinvested

6

967

-

-

Redeemed

(17)

(2,347)

-

-

Net increase (decrease)

3,670

$ 513,821

600

$ 100,000

Service Class 2 A
Sold

80,096

$ 11,498,989

2,387

$ 375,234

Reinvested

464

70,023

9

1,470

Redeemed

(2,834)

(381,062)

(229)

(34,851)

Net increase (decrease)

77,726

$ 11,187,950

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 44,278,192

$ 51,735,663

Service Class B

967

-

Service Class 2 A

70,023

1,023

Total

$ 44,349,182

$ 51,736,686

From net realized gain
Initial Class

$ -

$ 22,614,991

Service Class B

-

-

Service Class 2 A

-

447

Total

$ -

$ 22,615,438

$ 44,349,182

$ 74,352,124

A Service Class 2 commenced sale of shares January 12, 2000.

B Service Class commenced sale of shares July 7, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

.70 D

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(10.44)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(9.74)

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.59)

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

-

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(1.59)

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 138.20

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(6.61)%

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,727,524

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets before
expense reductions

.34% A

.33%

.34%

.35%

.40%

.43%

Ratio of expenses to average net assets after
voluntary waivers

.28% A

.28%

.28%

.28%

.28%

.28%

Ratio of net investment income to average net assets

.99% A

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10% A

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.46

$ 166.69

Income from Investment Operations

Net investment income D

.59

.65

Net realized and unrealized gain (loss)

(10.40)

(17.88)

Total from investment operations

(9.81)

(17.23)

Less Distributions

From net investment income

(1.53)

-

Net asset value, end of period

$ 138.12

$ 149.46

Total Return B, C

(6.65)%

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 590

$ 90

Ratio of expenses to average net assets before expense reductions

.78% A

.43% A, F

Ratio of expenses to average net assets after voluntary waivers

.38% A

.38% A

Ratio of net investment income to average net assets

.89% A

.84% A

Portfolio turnover rate

10% A

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

F The annualized expense ratio before expense reductions reflects certain fund expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2001

Year ended
December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 149.18

$ 163.25

Income from Investment Operations

Net investment income D

.50

1.04

Net realized and unrealized gain (loss)

(10.39)

(12.71)

Total from investment operations

(9.89)

(11.67)

Less Distributions

From net investment income

(1.61)

(1.67)

From net realized gain

-

(.73)

Total distributions

(1.61)

(2.40)

Net asset value, end of period

$ 137.68

$ 149.18

Total Return B, C

(6.72)%

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 11,000

$ 323

Ratio of expenses to average net assets before expense reductions

.61% A

.76% A

Ratio of expenses to average net assets after voluntary waivers

.53% A

.53% A

Ratio of net investment income to average net assets

.74% A

.69% A

Portfolio turnover rate

10% A

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of Service Class 2's 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class 2

10.40%

7.10%

7.43%

LB Aggregate Bond

11.23%

7.48%

7.87%

Variable Annuity Intermediate Investment
Grade Debt Funds Average

10.11%

6.71%

7.38%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity intermediate investment grade debt funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 34 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2 on June 30, 1991. By June 30, 2001, the value of the investment would have grown to $20,467 - a 104.67% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,328 - a 113.28% increase.

Investment Summary

Quality Diversification as of June 30, 2001

(Moody's Ratings)

% of fund's
investments

Aaa

53.7

Aa

3.9

A

11.3

Baa

15.8

Ba and Below

0.9

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of June 30, 2001

Years

7.8

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

13.9

Telecommunication Services

5.2

Utilities

2.7

Consumer Discretionary

2.6

Industrials

2.1

Effective with this report, industry classifications follow the MSCI ®/S&P ® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the six months that ended June 30, 2001, the fund performed in line with the variable annuity intermediate investment grade debt funds average tracked by Lipper Inc., which returned 3.39%, and the Lehman Brothers Aggregate Bond Index, which returned 3.62%. For the 12 months that ended June 30, 2001, the fund topped the Lipper average, which returned 10.11%, yet slightly trailed the Lehman Brothers index, which returned 11.23%.

Q. What was the investment environment like for investment-grade bonds during the past six months?

A. Unique technical market conditions defined the landscape for bonds, which weathered the economic storm and turned in strong results during the six-month period. The Federal Reserve Board's monetary policy had a major influence on performance. Growing evidence of widespread weakness in the economy prompted the Fed to begin aggressively unwinding its previous tightening cycle by cutting the fed funds target rate on six occasions during the first half of 2001, two of which were unusual inter-meeting moves in January and April. As short-term interest rates fell, intermediate- and long-term rates actually rose as markets began to anticipate an economic recovery. This resulted in a dramatic steepening of the Treasury yield curve and a sharp rally in credit risk assets. All spread sectors outperformed Treasuries during this time frame, with corporate bonds posting the strongest returns by far, much of which came in January when yield spreads tightened significantly relative to government bonds. Another surprise rate cut in the spring spawned further spread tightening and secured top billing for the corporate sector during the period.

Q. What factors had the most influence on fund performance?

A. The fund's corporate bond holdings told the story. Yield curve positioning was important, as we were overweighted in the intermediate part of the curve where most of the spread tightening was concentrated. Moreover, the fund benefited from a healthy yield advantage over Treasuries. Timely trading was another key to performance, as we managed to capitalize on the volatility that marked the corporate market during the six-month period. When things were falling apart for corporates late in 2000, I took the opportunity to pick up some good values, significantly raising the fund's exposure to the sector. That move proved wise given January's tremendous rebound in the credit markets. We benefited from selling into this rally, particularly in the deeply depressed telecommunications sector, which we traded well throughout the period. Mortgage securities also proved to be fertile territory for us during the period. Emphasizing discount mortgages helped modestly, as rising mortgage rates during the second quarter of 2001 led to reduced prepayment risk, a plus in a market where the average bond now trades at a premium, or above face value. The fund also picked up some extra yield outside of the benchmark with positions in high-quality, short-term asset-backed securities, as well as from a higher-than-normal cash position early in the period when yields from short-term securities were extremely high due to an inverted yield curve.

Q. How important was diversification during the period?

A. It was invaluable. Given the rapid deterioration of market fundamentals in response to a sharply decelerating economy, even the best credit analysis was unable to fully insulate portfolios from companies that experienced sudden, severe financial stress. The only effective defense against negative credit event risk proved to be a highly diverse portfolio. Although we had a handful of bonds that performed poorly during the period, our positions were relatively small, and this helped limit our downside. This stance also helped us secure an edge over our Lipper peer average, which generally had more credit disappointments than we did. Relative to the index, we benefited from avoiding much of the meltdown in the technology space and the California utility debacle. Adding to our holdings in Yankee bonds - dollar-denominated securities issued by foreign entities - primarily those issued by top-tier European banks, telecom companies and Canadian provinces was an important defensive strategy that further aided performance. Reducing a long-standing overweighting in energy also proved wise, as softening global demand spelled trouble for many of these issues. In hindsight, though, I might have sold some of these bonds a little early.

Q. What's your outlook?

A. Just because bonds had a nice run during the past year doesn't mean that the streak is over. Even though I think the big returns in Treasuries are behind us, the asset class now represents an even smaller share - around 24% - of the overall investment-grade bond market. With much of the market trading at decade-high spread levels, the odds of seeing reasonably attractive fixed-income returns from here remain quite good even if Treasury yields were to stay put.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of June 30, 2001, more than $1.0 billion

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 29.4%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.6%

Hotels Restaurants & Leisure - 0.1%

Royal Caribbean Cruises Ltd. 8.75% 2/2/11

Baa3

$ 1,400,000

$ 1,334,844

Media - 2.2%

British Sky Broadcasting Group PLC yankee 8.2% 7/15/09

Ba1

2,100,000

2,076,396

Clear Channel Communications, Inc. 7.875% 6/15/05

Baa3

4,000,000

4,189,160

Continental Cablevision, Inc. 8.3% 5/15/06

A3

810,000

872,119

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,933,146

TCI Communications, Inc. 9.8% 2/1/12

A3

1,915,000

2,279,118

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

8,800,000

9,482,528

Time Warner, Inc. 8.18% 8/15/07

Baa1

1,240,000

1,342,759

23,175,226

Multiline Retail - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,791,630

Kmart Corp. 9.375% 2/1/06

Baa3

900,000

877,500

2,669,130

TOTAL CONSUMER DISCRETIONARY

27,179,200

CONSUMER STAPLES - 1.9%

Food Products - 0.5%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

1,270,000

1,293,609

Kellogg Co.:

6.6% 4/1/11 (c)

Baa2

2,400,000

2,325,000

7.45% 4/1/31 (c)

Baa2

1,600,000

1,592,128

5,210,737

Household Products - 0.2%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

2,007,420

6.625% 9/15/04

Baa3

350,000

343,861

2,351,281

Tobacco - 1.2%

Philip Morris Companies, Inc.:

6.95% 6/1/06

A2

5,000,000

5,109,250

7% 7/15/05

A2

1,500,000

1,539,555

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

$ 5,325,000

$ 5,402,000

12,050,805

TOTAL CONSUMER STAPLES

19,612,823

ENERGY - 0.3%

Oil & Gas - 0.3%

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,097,000

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

1,270,000

1,320,381

3,417,381

FINANCIALS - 13.9%

Banks - 5.1%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

1,000,000

1,007,340

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,026,810

Bank of America Corp. 7.8% 2/15/10

Aa3

6,600,000

7,011,312

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

3,014,520

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,733,320

BankBoston Corp. 6.625% 12/1/05

A3

5,400,000

5,546,394

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,151,011

8.55% 9/29/49 (b)(c)

Aa2

1,160,000

1,247,186

Capital One Bank 6.375% 2/15/03

Baa2

930,000

931,934

First Union Corp. 7.55% 8/18/05

A1

1,475,000

1,560,830

First Union National Bank, North Carolina 7.8% 8/18/10

A1

5,000,000

5,318,000

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,775,207

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250,000

258,098

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

270,982

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,662,730

7.125% 4/22/04

Baa2

1,025,000

1,054,684

7.375% 9/17/04

Baa2

1,320,000

1,371,229

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

353,313

6.875% 11/15/02

Baa2

1,750,000

1,788,290

Merita Bank Ltd. yankee 6.5% 1/15/06

A1

1,500,000

1,523,685

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

FINANCIALS - continued

Banks - continued

Providian National Bank 6.75% 3/15/02

Baa3

$ 3,000,000

$ 3,029,610

Union Planters Corp.:

6.75% 11/1/05

Baa2

400,000

402,604

7.75% 3/1/11

Baa2

5,000,000

5,164,000

Union Planters National Bank 6.81% 8/20/01

A3

500,000

501,410

Wells Fargo Bank NA, San Francisco 7.55% 6/21/10

Aa2

900,000

953,145

51,657,644

Diversified Financials - 6.8%

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,142,179

Amvescap PLC yankee 6.6% 5/15/05

A2

5,100,000

5,091,738

Associates Corp. of North America 6% 7/15/05

Aa3

2,500,000

2,524,150

Athena Neurosciences Finance LLC 7.25% 2/21/08

Baa2

5,050,000

5,145,900

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

1,100,000

1,167,012

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,161,310

CIT Group, Inc. 5.5% 2/15/04

A2

500,000

494,065

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

3,010,345

Countrywide Home Loans, Inc. 5.25% 5/22/03

A3

1,800,000

1,797,820

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

250,000

253,713

Ford Motor Credit Co.:

6.875% 2/1/06

A2

4,600,000

4,689,148

7.375% 2/1/11

A2

650,000

659,510

7.875% 6/15/10

A2

370,000

388,004

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

2,500,000

2,570,650

7.25% 3/2/11

A2

3,000,000

3,046,320

7.5% 7/15/05

A2

500,000

522,840

7.625% 6/15/04

A2

2,000,000

2,102,640

7.75% 1/19/10

A2

1,300,000

1,367,418

Household Finance Corp. 6.5% 1/24/06

A2

1,200,000

1,219,956

HSBC Capital Funding LP 9.547% 12/31/49 (b)(c)

A1

1,600,000

1,802,048

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

2,550,000

2,703,000

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Mellon Funding Corp. 7.5% 6/15/05

A1

$ 650,000

$ 690,001

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

2,500,000

2,518,325

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

970,000

990,981

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

1,800,000

1,875,960

7.875% 11/15/10

Baa2

2,120,000

2,231,491

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

1,300,000

1,364,116

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

1,080,000

1,056,100

6.875% 11/15/28

Baa1

5,380,000

4,521,244

7.125% 1/30/06

Baa1

1,480,000

1,490,168

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,636,905

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

842,400

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

2,900,000

2,916,936

6.75% 5/15/09

Baa1

785,000

743,780

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,600,000

1,731,328

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,560,000

69,029,501

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

816,450

Real Estate - 1.9%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,337,058

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

505,721

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,539,225

EOP Operating LP:

6.5% 1/15/04

Baa1

2,885,000

2,937,680

6.625% 2/15/05

Baa1

4,500,000

4,574,835

6.75% 2/15/08

Baa1

4,020,000

3,956,926

ERP Operating LP 7.1% 6/23/04

A3

1,000,000

1,032,140

Mack-Cali Realty LP 7.75% 2/15/11

Baa3

2,700,000

2,727,027

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

564,859

19,175,471

TOTAL FINANCIALS

140,679,066

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.3%

Raytheon Co. 7.9% 3/1/03

Baa3

2,735,000

2,811,908

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

INDUSTRIALS - continued

Airlines - 0.2%

Continental Airlines, Inc. pass thru trust certificate:

7.434% 3/15/06

Baa1

$ 550,000

$ 557,438

7.73% 9/15/12

Baa1

191,602

190,505

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

334,701

338,878

pass thru trust certificate:

7.57% 11/18/10

Aa2

465,000

489,138

7.92% 11/18/10

Aa3

500,000

523,825

2,099,784

Machinery - 0.5%

Tyco International Group SA yankee:

6.75% 2/15/11

Baa1

3,700,000

3,669,068

6.875% 1/15/29

Baa1

1,500,000

1,395,450

5,064,518

Road & Rail - 1.1%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

3,045,390

CSX Corp. 7.95% 5/1/27

Baa2

4,000,000

4,147,960

Norfolk Southern Corp.:

7.05% 5/1/37

Baa1

1,700,000

1,738,794

7.25% 2/15/31

Baa1

2,800,000

2,746,156

11,678,300

TOTAL INDUSTRIALS

21,654,510

INFORMATION TECHNOLOGY - 0.7%

IT Consulting & Services - 0.7%

Comdisco, Inc.:

5.95% 4/30/02

Caa1

3,000,000

2,280,000

6.375% 11/30/01

Caa1

2,265,000

1,721,400

7.23% 8/16/01

Caa1

3,000,000

2,340,000

7.25% 9/1/02

Caa1

1,000,000

760,000

7,101,400

TELECOMMUNICATION SERVICES - 5.2%

Diversified Telecommunication Services - 4.8%

AT&T Corp. 6.5% 3/15/29

A2

7,845,000

6,679,390

British Telecommunications PLC 7.875% 12/15/05

Baa1

3,000,000

3,159,399

Cable & Wireless Optus Finance Property Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,072,820

8.125% 6/15/09 (c)

Baa1

3,000,000

3,212,850

Citizens Communications Co.:

8.5% 5/15/06

Baa2

1,750,000

1,784,825

9.25% 5/15/11

Baa2

2,900,000

3,003,965

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

France Telecom SA:

7.2% 3/1/06 (c)

A3

$ 4,700,000

$ 4,841,047

8.5% 3/1/31 (c)

A3

2,500,000

2,614,475

Koninklijke KPN NV:

8% 10/1/10

Baa2

3,000,000

2,858,970

8.375% 10/1/30

Baa2

1,900,000

1,729,418

SBC Communications, Inc. 5.75% 5/2/06

Aa3

5,205,000

5,130,360

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

1,730,000

1,702,078

Telefonica Europe BV 8.25% 9/15/30

A2

560,000

587,541

Telefonos de Mexico SA de CV 8.25% 1/26/06 (c)

Baa3

2,500,000

2,575,000

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa1

3,048,000

3,027,396

7.7% 7/20/29

Baa1

1,066,000

1,040,640

TELUS Corp. yankee 7.5% 6/1/07

Baa2

3,210,000

3,258,150

48,278,324

Wireless Telecommunication Services - 0.4%

AT&T Wireless Services, Inc. 8.75% 3/1/31 (c)

Baa2

4,000,000

4,156,160

TOTAL TELECOMMUNICATION SERVICES

52,434,484

UTILITIES - 2.7%

Electric Utilities - 1.7%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,373,955

7.05% 12/11/07 (c)

Baa2

3,000,000

2,856,480

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,526,550

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,227,154

Hydro-Quebec 6.3% 5/11/11

A2

8,000,000

7,870,960

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,694,553

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

197,725

17,747,377

Gas Utilities - 0.7%

Consolidated Natural Gas Co. 6.85% 4/15/11

A2

445,000

439,304

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,314,738

7.625% 11/15/10

A3

925,000

969,215

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,933,611

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

1,000,000

1,044,370

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

UTILITIES - continued

Gas Utilities - continued

Sempra Energy 7.95% 3/1/10

A2

$ 610,000

$ 604,321

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,040,740

7,346,299

Multi-Utilities - 0.3%

Citizens Utilities Co. 7.68% 10/1/34

Baa2

2,520,000

2,525,670

TOTAL UTILITIES

27,619,346

TOTAL NONCONVERTIBLE BONDS

(Cost $297,385,437)

299,698,210

U.S. Government and
Government Agency Obligations - 15.8%

U.S. Government Agency Obligations - 4.4%

Fannie Mae:

5.25% 6/15/06

Aaa

2,405,000

2,370,416

6.25% 2/1/11

Aa2

1,255,000

1,239,112

7.125% 6/15/10

Aaa

2,600,000

2,775,084

7.25% 1/15/10

Aaa

7,765,000

8,343,725

7.25% 5/15/30

Aaa

3,460,000

3,748,083

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,608

Federal Home Loan Bank 5% 2/28/03

Aaa

3,490,000

3,519,456

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,229,437

5.875% 3/21/11

Aa2

7,205,000

6,913,414

6% 6/15/11

Aaa

1,995,000

1,966,272

6.75% 3/15/31

Aaa

4,540,000

4,628,666

6.77% 9/15/02

Aaa

150,000

153,704

6.875% 1/15/05

Aaa

2,045,000

2,149,806

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Class 1-B, 8.5% 4/1/06

Aaa

1,343,084

1,463,442

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

139,153

141,553

Class 2-E, 9.4% 5/15/02

Aaa

57,689

59,169

Class 3-T, 9.625% 5/15/02

Aaa

3,226

3,300

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

$ 3,111

$ 3,118

Series 1993-D, 5.23% 5/15/05

Aaa

6,809

6,831

Series 1994-A, 7.12% 4/15/06

Aaa

5,205

5,447

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,182

5,455

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

4,706

4,781

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

80,675

81,856

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

81,000

81,616

6.86% 4/30/04

Aaa

687,550

706,207

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

44,610,558

U.S. Treasury Obligations - 11.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

21,980,000

22,766,444

6.25% 5/15/30

Aaa

2,800,000

2,965,788

11.25% 2/15/15

Aaa

14,060,000

21,274,467

12% 8/15/13

Aaa

20,280,000

28,065,695

U.S. Treasury Notes:

4.25% 5/31/03

Aaa

10,350,000

10,346,792

4.625% 5/15/06

Aaa

16,790,000

16,559,138

5% 2/15/11

Aaa

1,525,000

1,479,479

6.5% 2/15/10

Aaa

4,450,000

4,779,567

7% 7/15/06

Aaa

7,645,000

8,292,455

TOTAL U.S. TREASURY OBLIGATIONS

116,529,825

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $160,389,442)

161,140,383

U.S. Government Agency -
Mortgage Securities - 38.2%

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Fannie Mae - 28.6%

6% 2/1/13 to 2/1/29

Aaa

$ 11,649,658

$ 11,302,987

6% 7/1/31 (d)

Aaa

40,000,000

38,375,000

6.5% 2/1/10 to 6/1/31

Aaa

137,151,098

135,130,599

7% 12/1/24 to 6/1/31

Aaa

74,325,851

74,698,284

7.5% 7/1/07 to 2/1/31

Aaa

29,297,045

29,932,785

8% 3/1/23 to 3/1/30

Aaa

1,045,910

1,087,640

8.5% 3/1/25 to 6/1/25

Aaa

15,659

16,640

TOTAL FANNIE MAE

290,543,935

Freddie Mac - 0.2%

8.5% 3/1/20 to 1/1/28

Aaa

1,754,790

1,868,398

Government National Mortgage Association - 9.4%

6% 8/15/08 to 4/15/31

Aaa

35,956,191

34,876,665

6.5% 10/15/27 to 9/15/29 (e)

Aaa

53,716,584

53,147,447

7.5% 3/15/06 to 10/15/28

Aaa

7,420,906

7,626,335

8% 2/15/17

Aaa

97,034

102,047

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

95,752,494

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $389,873,358)

388,164,827

Asset-Backed Securities - 2.6%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,521,090

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

879,725

Capital One Master Trust 5.45% 3/16/09

Aaa

4,000,000

3,943,125

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

4,049,480

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

1,400,000

1,394,914

5.71% 9/15/05

A2

755,000

754,528

6.4% 12/15/02

Aaa

480,000

487,275

7.03% 11/15/03

Aaa

209,000

213,703

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

7,043,750

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

Key Auto Finance Trust:

6.3% 10/15/03

A2

$ 38,768

$ 38,841

6.65% 10/15/03

Baa3

25,318

25,362

MBNA Credit Card Master Note Trust 5.75% 10/15/08

Aaa

1,800,000

1,794,234

Railcar Trust 7.75% 6/1/04

Aaa

400,100

418,105

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

2,255,000

2,336,039

7.5% 11/15/07

A2

1,300,000

1,358,551

TOTAL ASSET-BACKED SECURITIES

(Cost $25,962,232)

26,258,722

Commercial Mortgage Securities - 1.9%

Commercial Resecuritization Trust sequential pay Series 1999-ABC1 Class A, 6.74% 1/1/09 (c)

Aaa

4,143,794

4,132,139

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1A:

Class D, 4.9338% 1/10/13 (c)(f)

Aa1

633,875

634,284

Class E, 5.2838% 1/10/13 (c)(f)

Baa1

2,650,000

2,653,299

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

1,100,000

1,166,033

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,080,000

1,078,475

DLJ Commercial Mortgage Corp. sequential pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

3,000,000

3,191,010

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

517,031

Class C1, 7.52% 5/15/06 (c)

A2

500,000

515,781

Fannie Mae ACES sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10

Aaa

37,602

37,778

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

2,000,000

2,022,500

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount

Value
(Note 1)

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (c)(f)

Baa3

$ 1,000,000

$ 938,125

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

2,500,000

2,504,688

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $19,138,456)

19,391,143

Foreign Government and Government
Agency Obligations (g) - 1.7%

British Columbia Province yankee 7% 1/15/03

Aa2

500,000

515,955

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

517,100

Ontario Province 6% 2/21/06

Aa3

1,800,000

1,823,796

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,243

7.5% 7/15/23

A2

8,550,000

9,100,962

7% 1/30/07

A2

1,000,000

1,048,540

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,257,000

9.875% 2/1/10

Baa3

2,290,000

2,505,260

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $17,149,741)

17,023,856

Supranational Obligations - 0.4%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,105,320

Cash Equivalents - 15.2%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 4.12%, dated 6/29/01 due 7/2/01
(Cost $154,164,000)

$ 154,216,979

$ 154,164,000

TOTAL INVESTMENT
PORTFOLIO - 105.2%

(Cost $1,068,037,506)



1,069,946,461

NET OTHER ASSETS - (5.2)%

(53,208,179)

NET ASSETS - 100%

$ 1,016,738,282

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $48,119,487 or 4.7% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) A portion of the security is subject to a forward commitment to sell.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

68.9%

AAA, AA, A

64.9%

Baa

15.8%

BBB

14.3%

Ba

0.2%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.7%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $1,276,155,467 and $1,112,906,185, respectively, of which long-term U.S. government and government agency obligations aggregated $1,042,449,859 and $958,691,189, respectively.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,068,350,423. Net unrealized appreciation aggregated $1,596,038, of which $11,572,894 related to appreciated investment securities and $9,976,856 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,713,000 of which $11,269,000 and $11,444,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $27,233,150 and repurchase agreements of $154,164,000) (cost $1,068,037,506) -
See accompanying schedule

$ 1,069,946,461

Commitment to sell securities on a delayed delivery basis

$ (39,550,000)

Receivable for securities sold on a delayed delivery basis

39,762,500

212,500

Receivable for investments sold, regular delivery

627,598

Cash

135,735

Receivable for fund shares sold

2,873,914

Interest receivable

11,775,762

Total assets

1,085,571,970

Liabilities

Payable for investments purchased on a delayed delivery basis

38,800,000

Payable for fund shares redeemed

1,809,211

Accrued management fee

353,936

Distribution fees payable

1,027

Other payables and
accrued expenses

125,953

Collateral on securities loaned,
at value

27,743,561

Total liabilities

68,833,688

Net Assets

$ 1,016,738,282

Net Assets consist of:

Paid in capital

$ 1,004,971,622

Undistributed net investment income

26,020,290

Accumulated undistributed
net realized gain (loss)
on investments

(16,375,085)

Net unrealized appreciation (depreciation) on investments

2,121,455

Net Assets

$ 1,016,738,282

Initial Class:
Net Asset Value, offering price
and redemption price per
share ($1,010,538,389 ÷ 81,909,834 shares)

$12.34

Service Class:
Net Asset Value, offering price
and redemption price per
share ($110,332 ÷
8,957 shares)

$12.32

Service Class 2:
Net Asset Value, offering price and redemption price per
share ($6,089,561 ÷
496,592 shares)

$12.26

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 28,750,589

Security lending

34,524

Total Income

28,785,113

Expenses

Management fee

$ 1,913,015

Transfer agent fees

306,058

Distribution fees

2,891

Accounting and security lending fees

114,907

Non-interested trustees' compensation

1,506

Custodian fees and expenses

37,477

Audit

11,693

Legal

1,375

Reports to shareholders

62,827

Total expenses before reductions

2,451,749

Expense reductions

(3,277)

2,448,472

Net investment income

26,336,641

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

7,177,230

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,669,637)

Delayed delivery commitments

212,500

(5,457,137)

Net gain (loss)

1,720,093

Net increase (decrease) in net assets resulting from operations

$ 28,056,734

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 26,336,641

$ 41,654,684

Net realized gain (loss)

7,177,230

(10,492,303)

Change in net unrealized appreciation (depreciation)

(5,457,137)

37,499,798

Net increase (decrease) in net assets resulting from operations

28,056,734

68,662,179

Distributions to shareholders
From net investment income

(42,039,084)

(43,339,425)

Share transactions - net increase (decrease)

290,474,383

56,071,728

Total increase (decrease) in net assets

276,492,033

81,394,482

Net Assets

Beginning of period

740,246,249

658,851,767

End of period (including undistributed net investment income of $26,020,290 and $41,328,235, respectively)

$ 1,016,738,282

$ 740,246,249

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

29,866,715

$ 368,132,748

20,063,685

$ 241,746,618

Reinvested

3,464,378

41,988,258

3,827,956

43,332,459

Redeemed

(10,188,060)

(125,511,382)

(19,290,975)

(229,327,088)

Net increase (decrease)

23,143,033

$ 284,609,624

4,600,666

$ 55,751,989

Service Class A
Sold

-

$ -

8,474

$ 100,000

Reinvested

483

5,847

-

-

Redeemed

-

-

-

-

Net increase (decrease)

483

$ 5,847

8,474

$ 100,000

Service Class 2 B
Sold

491,352

$ 6,019,433

17,796

$ 214,552

Reinvested

3,730

44,979

615

6,965

Redeemed

(16,754)

(205,500)

(147)

(1,778)

Net increase (decrease)

478,328

$ 5,858,912

18,264

$ 219,739

Distributions
From net investment income
Initial Class

$ 41,988,258

$ 43,332,459

Service Class A

5,847

-

Service Class 2 B

44,979

6,966

Total

$ 42,039,084

$ 43,339,425

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.360 C, E

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.080 E

.499

(.873)

.335

.291

(.290)

Total from investment operations

.440

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.690)

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

-

(.160)

(.070)

-

-

Total distributions

(.690)

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.340

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

3.59%

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,010,538

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.55% A

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

5.92% A, E

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

275% A

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 12.580

$ 11.800

Income from Investment Operations

Net investment income C

.355 E

.377

Net realized and unrealized gain (loss)

.075 E

.403

Total from investment operations

.430

.780

Less Distributions

From net investment income

(.690)

-

Net asset value, end of period

$ 12.320

$ 12.580

Total Return B

3.51%

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 110

$ 107

Ratio of expenses to average net assets

.65% A

.64% A

Ratio of net investment income to average net assets

5.83% A, E

6.40% A

Portfolio turnover rate

275% A

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

E Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 for Initial Class and $.008 for Service Class and increase net realized and unrealized gain (loss) per share by $.008 for Initial Class and $.008 for Service Class. Without this change the Ratio of net investment income to average net assets would have been 6.06% for Initial Class and 5.97% for Service Class. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 12.540

$ 12.060

Income from Investment Operations

Net investment income D

.326 F

.686

Net realized and unrealized gain (loss)

.084 F

.634

Total from investment operations

.410

1.320

Less Distributions

From net investment income

(.690)

(.840)

Net asset value, end of period

$ 12.260

$ 12.540

Total Return B, C

3.36%

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 6,090

$ 229

Ratio of expenses to average net assets before expense reductions

.87% A

1.75% A

Ratio of expenses to average net assets after voluntary waivers

.87% A

1.05% A

Ratio of net investment income to average net assets

5.61% A, F

5.99% A

Portfolio turnover rate

275% A

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.008 and increase net realized and unrealized gain (loss) per share by $.008. Without this change the Ratio of net investment income to average net assets would have been 5.75%. Per share, ratios and supplemental data for prior periods have not been restated to reflect this change in presentation.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from December 28, 1998 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class 2

1.10%

29.69%

S&P MidCap 400

8.87%

15.51%

Variable Annuity Mid-Cap Funds Average

-9.90%

n/a*

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity mid-cap funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 137 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Not available

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2 on December 28, 1998, when the fund started. As the chart shows, by June 30, 2001, the value of the investment would have grown to $19,188 - a 91.88% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,355 - a 43.55% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Freddie Mac

4.3

Fannie Mae

2.2

USA Education, Inc.

2.0

IDEC Pharmaceuticals Corp.

1.2

Newmont Mining Corp.

1.2

10.9

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.7

Health Care

13.9

Materials

10.2

Consumer Staples

9.2

Industrials

7.3

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

81.6%

Bonds

3.5%

Short-Term Investments and Net Other Assets

14.9%



* Foreign investments 7.3%

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

Note to shareholders: Thomas Allen became Portfolio Manager of Mid Cap Portfolio on June 13, 2001.

Q. How did the fund perform, Tom?

A. The fund underperformed the Standard & Poor's® MidCap 400 Index, which returned 0.97% for the six-month period ending June 30, 2001, but outperformed the variable annuity mid-cap funds average monitored by Lipper Inc., which returned -6.84%. For the 12 months ending June 30, 2001, the fund underperformed the S&P® MidCap index, which had a total return of 8.87%, but significantly beat the mid-cap funds average, which returned -9.90%.

Q. What were the main factors affecting performance during the period?

A. The fund significantly underweighted technology stocks throughout the period, while overweighting financial stocks, especially government-sponsored enterprises. Tech stocks were de-emphasized because of concerns about their high valuations at a time of slowing growth among Internet and telecommunications companies. As demand in these industries plateaued, companies found themselves saddled with overbuilt equipment inventories. On June 30, information technology stocks accounted for only 5.1% of the fund's net assets, compared with a 17.7% weighting for the MidCap index. During the first several months of the period, this underweighting helped the fund's relative performance, especially compared with its mutual fund peers, many of which had large tech positions. However, the fund missed most of the upside during the latter part of the period when tech stocks rallied. The fund did invest in biotechnology companies as a hedge against its underweighting of technology. Unfortunately, those stocks fell along with the tech sector on the down side, but didn't participate in the tech rally later in the period.

Q. The fund's three largest holdings at the end of the period all were government-sponsored financial enterprises. Why?

A. The fund was invested in Fannie Mae and Freddie Mac, both of which are involved in home mortgages, and also in USA Education - formerly known as Sallie Mae - which deals with student loans. These investments were held primarily as part of a defensive strategy, since these stocks normally would benefit from declining interest rates, while not being as vulnerable as banks are to credit quality issues when economic growth slows significantly. While these holdings did relatively well, their performance did not make up for the performance lost by not participating more broadly in the technology rally.

Q. What changes have you made since taking over the fund?

A. I've bought smaller stocks that I'm familiar with that have appealing valuations and that probably have greater earnings growth potential than the typical stock that makes up the benchmark. As a former small-cap analyst, I'm comfortable buying stocks at the smaller end of the mid-cap range. I'm generally interested in service businesses, especially those with recurring revenues. I'm also on the lookout for companies whose stock prices represent good values vis á vis their growth potential and where the balance sheet is acceptable and hopefully improving.

Q. Which specific stocks helped performance?

A. Freddie Mac was a positive contributor, as was Tosco, which did well on news that it had become an acquisition target of Phillips Petroleum. Several consumer staples investments also helped; in particular, RJ Reynolds and Philip Morris benefited from an easing of the threat of tobacco litigation. Philip Morris also rose on positive investor sentiment over the impending spin-off of its Kraft Foods division.

Q. What investments detracted from performance?

A. Underweighting technology was the biggest detractor during the late-period rally in the sector. Among individual stocks, Sepracor was a disappointment. This biotech company has been involved in research to develop solutions to reduce the side effects of several major drugs; however, major pharmaceutical companies backed away from their initial interest in Sepracor's products, and the stock price fell accordingly. Another disappointing performer was Pegasus, a satellite television company the fund invested in based partly on the perception that the company was a potential acquisition target. Consolidation in the direct TV industry was slower than expected, however, and Pegasus' stock did not live up to expectations.

Q. What's your near-term outlook, Tom?

A. I'm cautious as a result of the slowing economic trends we've been seeing. In particular, I'm concerned about overall consumer demand, the potential for credit risk in the financial services sector and the relatively high valuations in the stock market from a long-term historical perspective. At the same time, I'm looking for signs of pick-up in economic activity and the opportunities that may occur as the second half of the year unfolds.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of June 30, 2001, more than
$ 1.0 billion

Manager: Thomas Allen, since June 2001; joined Fidelity in 1995

3

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 81.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.0%

Auto Components - 0.4%

Superior Industries International, Inc.

36,300

$ 1,390,290

TRW, Inc.

67,200

2,755,200

4,145,490

Automobiles - 0.2%

DaimlerChrysler AG (Reg.)

38,800

1,775,876

Distributors - 0.0%

Brightpoint, Inc. (a)

28,700

86,961

Hotels, Restaurants & Leisure - 1.3%

Brinker International, Inc. (a)

81,500

2,106,775

Darden Restaurants, Inc.

39,600

1,104,840

International Game Technology (a)

54,500

3,419,875

Jack in the Box, Inc. (a)

38,480

1,004,328

Tricon Global Restaurants, Inc. (a)

76,200

3,345,180

Wendy's International, Inc.

81,400

2,078,956

13,059,954

Household Durables - 0.4%

Ethan Allen Interiors, Inc.

38,200

1,241,500

Furniture Brands International, Inc. (a)

36,300

1,016,400

M.D.C. Holdings, Inc.

33,600

1,189,440

Mohawk Industries, Inc. (a)

16,800

591,360

4,038,700

Leisure Equipment & Products - 0.2%

Mattel, Inc.

105,100

1,988,492

Media - 0.3%

Chris-Craft Industries, Inc. (a)

9,700

692,580

Pegasus Communications Corp. (a)

68,400

1,178,532

Scholastic Corp. (a)

22,200

939,060

2,810,172

Multiline Retail - 0.5%

Big Lots, Inc. (a)

62,200

850,896

Costco Wholesale Corp. (a)

20,600

863,758

Kmart Corp. (a)

347,400

3,984,678

5,699,332

Specialty Retail - 1.9%

Abercrombie & Fitch Co. Class A (a)

60,200

2,678,900

AutoNation, Inc.

408,170

4,734,772

AutoZone, Inc. (a)

77,100

2,891,250

Galyan's Trading Co., Inc. (a)

250,000

5,112,500

O'Reilly Automotive, Inc. (a)

51,900

1,471,365

Pier 1 Imports, Inc.

261,000

3,001,500

19,890,287

Textiles & Apparel - 0.8%

Jones Apparel Group, Inc. (a)

106,600

4,605,120

Liz Claiborne, Inc.

18,470

931,812

Reebok International Ltd. (a)

89,750

2,867,513

8,404,445

TOTAL CONSUMER DISCRETIONARY

61,899,709

Shares

Value (Note 1)

CONSUMER STAPLES - 9.2%

Beverages - 0.7%

Pepsi Bottling Group, Inc.

121,800

$ 4,884,180

PepsiCo, Inc.

45,200

1,997,840

6,882,020

Food & Drug Retailing - 2.8%

CVS Corp.

24,800

957,280

Delhaize Freres & Compagnie Le Lion SA sponsored ADR

51,840

3,040,416

Fleming Companies, Inc.

120,000

4,284,000

George Weston Ltd.

43,450

2,526,069

Kroger Co. (a)

138,100

3,452,500

Performance Food Group Co. (a)

71,100

1,936,764

Rite Aid Corp. (a)

204,800

1,843,200

Rite Aid Corp. (a)(c)

98,000

793,800

Safeway, Inc. (a)

43,100

2,068,800

Sysco Corp.

239,000

6,488,850

Walgreen Co.

41,100

1,403,565

28,795,244

Food Products - 3.1%

Archer-Daniels-Midland Co.

274,900

3,573,700

Earthgrains Co.

173,700

4,516,200

Flowers Foods, Inc. (a)

81,340

2,550,009

H.J. Heinz Co.

42,200

1,725,558

Hershey Foods Corp.

87,900

5,424,309

Hormel Foods Corp.

64,100

1,560,194

IBP, Inc.

59,400

1,499,850

McCormick & Co., Inc. (non-vtg.)

100,200

4,210,404

Nestle SA (Reg.)

17,000

3,620,853

Smithfield Foods, Inc. (a)

23,900

963,170

Wm. Wrigley Jr. Co.

51,800

2,426,830

32,071,077

Household Products - 0.3%

Kimberly-Clark Corp.

61,600

3,443,440

Personal Products - 0.5%

Alberto-Culver Co. Class B

102,000

4,288,080

Carter-Wallace, Inc.

59,500

1,151,325

5,439,405

Tobacco - 1.8%

Philip Morris Companies, Inc.

184,700

9,373,525

RJ Reynolds Tobacco Holdings, Inc.

169,300

9,243,780

18,617,305

TOTAL CONSUMER STAPLES

95,248,491

ENERGY - 3.8%

Energy Equipment & Services - 1.2%

BJ Services Co. (a)

41,960

1,190,825

Cooper Cameron Corp. (a)

26,760

1,493,208

ENSCO International, Inc.

44,910

1,050,894

Global Marine, Inc. (a)

106,200

1,978,506

Pride International, Inc. (a)

19,500

370,500

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Smith International, Inc. (a)

13,700

$ 820,630

Tidewater, Inc.

39,450

1,487,265

Transocean Sedco Forex, Inc.

22,300

919,875

Varco International, Inc. (a)

66,148

1,231,005

Weatherford International, Inc. (a)

40,730

1,955,040

12,497,748

Oil & Gas - 2.6%

Apache Corp.

16,550

839,913

Burlington Resources, Inc.

26,500

1,058,675

Conoco, Inc. Class B

189,000

5,462,100

Devon Energy Corp.

11,961

627,974

EOG Resources, Inc.

58,500

2,079,675

Equitable Resources, Inc.

88,800

2,957,928

Noble Affiliates, Inc.

20,370

720,080

Occidental Petroleum Corp.

91,900

2,443,621

Texaco, Inc.

21,400

1,425,240

Tosco Corp.

145,330

6,401,787

USX - Marathon Group

70,400

2,077,504

26,094,497

TOTAL ENERGY

38,592,245

FINANCIALS - 20.7%

Banks - 1.7%

Commerce Bancorp, Inc.

36,320

2,546,032

Dime Bancorp, Inc.

144,490

5,382,253

Greenpoint Financial Corp.

57,200

2,196,480

Investors Financial Services Corp.

4,300

289,691

Mercantile Bankshares Corp.

28,400

1,122,368

North Fork Bancorp, Inc.

136,000

4,216,000

SouthTrust Corp.

44,800

1,164,800

Washington Mutual, Inc.

22,980

862,899

17,780,523

Diversified Financials - 10.5%

AMBAC Financial Group, Inc.

214,410

12,478,662

Countrywide Credit Industries, Inc.

135,644

6,223,347

Fannie Mae

259,500

22,096,425

Federated Investors, Inc. Class B (non-vtg.)

76,200

2,453,640

Freddie Mac

635,810

44,506,694

Student Loan Corp.

2,000

139,500

USA Education, Inc.

284,360

20,758,280

108,656,548

Insurance - 8.5%

ACE Ltd.

155,700

6,086,313

AFLAC, Inc.

21,500

677,035

Allmerica Financial Corp.

10,020

576,150

Allstate Corp.

103,700

4,561,763

American Financial Group, Inc.

43,900

1,330,170

American International Group, Inc.

300

25,800

Shares

Value (Note 1)

Arthur J. Gallagher & Co.

50,300

$ 1,307,800

Berkshire Hathaway, Inc.:

Class A (a)

101

6,989,200

Class B (a)

2,543

5,848,900

Everest Re Group Ltd.

52,880

3,955,424

Fidelity National Financial, Inc.

426,000

10,466,820

First American Corp.

355,600

6,735,064

Hilb, Rogal & Hamilton Co.

22,200

971,250

Leucadia National Corp.

12,500

405,625

Loews Corp.

61,800

3,981,774

Markel Corp. (a)

5,700

1,120,050

MBIA, Inc.

134,415

7,484,227

Mercury General Corp.

49,100

1,717,027

MetLife, Inc.

60,000

1,858,800

PartnerRe Ltd.

28,100

1,556,740

Progressive Corp.

21,300

2,879,547

Protective Life Corp.

78,880

2,711,106

RenaissanceRe Holdings Ltd.

14,100

1,044,810

SAFECO Corp.

28,800

853,632

The Chubb Corp.

59,860

4,634,960

The St. Paul Companies, Inc.

29,200

1,480,148

Unitrin, Inc.

4,700

180,480

UnumProvident Corp.

31,300

1,005,356

Xl Capital Ltd. Class A

57,400

4,712,540

87,158,511

TOTAL FINANCIALS

213,595,582

HEALTH CARE - 13.9%

Biotechnology - 3.7%

Chiron Corp. (a)

14,300

746,317

CV Therapeutics, Inc. (a)

16,805

952,339

Genzyme Corp. - General Division (a)

166,408

9,764,821

Gilead Sciences, Inc. (a)

89,100

5,290,758

IDEC Pharmaceuticals Corp. (a)

196,700

12,748,127

Millennium Pharmaceuticals, Inc. (a)

101,224

3,431,494

Sepracor, Inc. (a)

41,160

1,634,875

Techne Corp. (a)

32,900

987,000

Transkaryotic Therapies, Inc. (a)

65,900

1,924,280

Vertex Pharmaceuticals, Inc. (a)

10,850

526,225

38,006,236

Health Care Equipment & Supplies - 2.1%

Apogent Technologies, Inc.

71,700

1,763,820

Becton, Dickinson & Co.

55,000

1,968,450

Biomet, Inc.

66,300

3,186,378

DENTSPLY International, Inc.

5,200

231,140

Hillenbrand Industries, Inc.

73,000

4,169,030

Invacare Corp.

46,800

1,807,884

Novoste Corp. (a)

19,400

494,700

St. Jude Medical, Inc. (a)

111,500

6,690,000

Stryker Corp.

12,200

669,170

Varian Medical Systems, Inc. (a)

15,300

1,093,950

22,074,522

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Providers & Services - 5.2%

AmeriPath, Inc. (a)

92,000

$ 2,662,480

AmeriSource Health Corp. Class A (a)

57,510

3,180,303

Andrx Group (a)

47,200

3,581,064

Apria Healthcare Group, Inc. (a)

37,000

1,067,450

Cardinal Health, Inc.

43,950

3,032,550

Caremark Rx, Inc. (a)

72,050

1,185,223

CIGNA Corp.

46,050

4,412,511

Express Scripts, Inc. (a)

25,760

1,399,283

First Health Group Corp. (a)

57,800

1,546,728

HCA - The Healthcare Co.

62,600

2,828,894

Health Management Associates, Inc. Class A (a)

245,700

5,169,528

HealthSouth Corp. (a)

131,200

2,095,264

LifePoint Hospitals, Inc. (a)

33,900

1,504,143

Lincare Holdings, Inc. (a)

88,600

2,900,764

Manor Care, Inc. (a)

65,800

2,089,150

McKesson HBOC, Inc.

45,500

1,688,960

Oxford Health Plans, Inc. (a)

132,300

3,783,780

Priority Healthcare Corp. Class B (a)

32,200

910,938

Quest Diagnostics, Inc. (a)

20,400

1,526,940

Service Corp. International (SCI) (a)

56,500

359,340

Tenet Healthcare Corp. (a)

95,600

4,932,004

Triad Hospitals, Inc. (a)

24,395

718,921

Unilab Corp.

600

15,270

Wellpoint Health Networks, Inc. (a)

8,200

772,768

53,364,256

Pharmaceuticals - 2.9%

Barr Laboratories, Inc. (a)

33,000

2,323,530

Biovail Corp. (a)

68,500

3,001,060

ImClone Systems, Inc. (a)

98,300

5,013,300

IVAX Corp. (a)

133,950

5,224,050

King Pharmaceuticals, Inc. (a)

122,500

6,584,375

Mylan Laboratories, Inc.

34,400

967,672

PRAECIS Pharmaceuticals, Inc. (a)

39,070

557,138

Teva Pharmaceutical Industries Ltd. sponsored ADR

108,100

6,723,820

30,394,945

TOTAL HEALTH CARE

143,839,959

INDUSTRIALS - 7.3%

Aerospace & Defense - 0.2%

L-3 Communications Holdings, Inc. (a)

23,700

1,808,310

Raytheon Co.

2,000

53,100

1,861,410

Air Freight & Couriers - 0.3%

Expeditors International of
Washington, Inc.

40,900

2,500,217

Shares

Value (Note 1)

Forward Air Corp. (a)

7,285

$ 205,510

United Parcel Service, Inc. Class B

13,500

780,300

3,486,027

Building Products - 0.9%

American Standard Companies, Inc. (a)

113,830

6,841,183

Masco Corp.

18,300

456,768

York International Corp.

70,500

2,468,910

9,766,861

Commercial Services & Supplies - 2.8%

Avery Dennison Corp.

34,300

1,751,015

ChoicePoint, Inc. (a)

100,500

4,226,025

Concord EFS, Inc. (a)

70,722

3,927,900

DST Systems, Inc. (a)

23,600

1,243,720

Ecolab, Inc.

47,700

1,954,269

Fiserv, Inc. (a)

48,100

2,982,200

National Processing, Inc. (a)

33,900

949,200

NCO Group, Inc. (a)

167,200

5,171,496

The BISYS Group, Inc. (a)

108,800

6,517,120

28,722,945

Construction & Engineering - 0.2%

Fluor Corp.

26,000

1,173,900

Granite Construction, Inc.

34,300

871,906

2,045,806

Machinery - 0.7%

Danaher Corp.

34,800

1,948,800

Flowserve Corp. (a)

97,800

3,007,350

Parker-Hannifin Corp.

32,300

1,370,812

Tennant Co.

18,800

752,000

7,078,962

Marine - 0.1%

Teekay Shipping Corp.

25,200

1,008,504

Road & Rail - 2.1%

Burlington Northern Santa Fe Corp.

31,600

953,372

C.H. Robinson Worldwide, Inc.

44,650

1,249,754

Canadian National Railway Co.

142,500

5,780,945

CSX Corp.

175,500

6,360,120

GATX Corp.

11,300

453,130

Landstar System, Inc. (a)

21,800

1,484,580

Norfolk Southern Corp.

70,000

1,449,000

Union Pacific Corp.

63,450

3,484,040

21,214,941

TOTAL INDUSTRIALS

75,185,456

INFORMATION TECHNOLOGY - 5.1%

Communications Equipment - 0.2%

Finisar Corp. (a)

40,700

757,427

Polycom, Inc. (a)

35,800

793,686

Tellium, Inc.

1,400

23,828

1,574,941

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Quantum Corp. - DLT & Storage Systems Group (a)

78,300

$ 790,047

StorageNetworks, Inc.

38,200

647,108

1,437,155

Electronic Equipment & Instruments - 1.2%

Avnet, Inc.

46,000

1,031,320

Diebold, Inc.

42,200

1,356,730

Kopin Corp. (a)

31,400

345,400

Mettler-Toledo International, Inc. (a)

132,700

5,739,275

PerkinElmer, Inc.

3,600

99,108

Thermo Electron Corp. (a)

27,800

612,156

Waters Corp. (a)

126,520

3,493,217

12,677,206

Internet Software & Services - 0.2%

Homestore.com, Inc. (a)

74,300

2,576,724

IT Consulting & Services - 1.6%

Affiliated Computer Services, Inc.
Class A (a)

109,120

7,846,819

SunGard Data Systems, Inc. (a)

273,960

8,221,540

16,068,359

Semiconductor Equipment & Products - 0.6%

Atmel Corp. (a)

167,200

2,165,240

Cypress Semiconductor Corp. (a)

41,100

980,235

MIPS Technologies, Inc.:

Class A (a)

26,400

383,328

Class B (a)

4,000

51,600

RF Micro Devices, Inc. (a)

71,900

1,901,755

Transmeta Corp.

59,800

328,900

TriQuint Semiconductor, Inc. (a)

12,900

265,095

6,076,153

Software - 1.2%

Borland Software Corp. (a)

102,400

1,541,120

Cadence Design Systems, Inc. (a)

122,200

2,276,586

Compuware Corp. (a)

168,100

2,296,246

Electronic Arts, Inc. (a)

71,900

4,133,531

Inktomi Corp. (a)

188,400

1,721,976

Numerical Technologies, Inc. (a)

14,200

282,012

12,251,471

TOTAL INFORMATION TECHNOLOGY

52,662,009

MATERIALS - 10.2%

Chemicals - 2.6%

Agrium, Inc.

428,100

4,244,241

Engelhard Corp.

33,200

856,228

Georgia Gulf Corp.

119,600

1,853,800

IMC Global, Inc.

216,500

2,208,300

Lyondell Chemical Co.

29,480

453,402

Olin Corp.

54,500

925,955

Shares

Value (Note 1)

OM Group, Inc.

26,300

$ 1,479,375

Potash Corp. of Saskatchewan

100,620

5,781,995

Praxair, Inc.

41,900

1,969,300

Sigma Aldrich Corp.

171,300

6,937,650

26,710,246

Containers & Packaging - 1.4%

Ball Corp.

34,200

1,626,552

Ivex Packaging Corp. (a)

36,900

701,100

Packaging Corp. of America (a)

123,400

1,916,402

Pactiv Corp. (a)

383,900

5,144,260

Sealed Air Corp. (a)

104,700

3,900,075

Smurfit-Stone Container Corp. (a)

78,000

1,219,140

14,507,529

Metals & Mining - 5.1%

Agnico-Eagle Mines Ltd.

151,630

1,301,975

AK Steel Holding Corp.

29,600

371,184

Alcan, Inc.

76,700

3,232,140

Allegheny Technologies, Inc.

91,900

1,662,471

Antofagasta Holdings PLC

62,400

413,063

Arch Coal, Inc.

38,300

990,821

Barrick Gold Corp.

449,440

6,857,374

Bethlehem Steel Corp. (a)

394,700

797,294

Century Aluminum Co.

32,200

510,048

CONSOL Energy, Inc.

47,000

1,189,100

Falconbridge Ltd.

128,200

1,375,144

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

111,400

1,230,970

Kaiser Aluminum Corp. (a)

4,700

18,706

Meridian Gold, Inc. (a)

307,900

2,416,018

Newmont Mining Corp.

672,380

12,512,992

Nucor Corp.

27,500

1,344,475

Outokumpu Oyj (A Shares)

195,200

1,583,790

Phelps Dodge Corp.

64,300

2,668,450

Placer Dome, Inc.

586,530

5,733,583

Steel Dynamics, Inc. (a)

3,700

44,770

Stillwater Mining Co. (a)

155,020

4,534,335

USX - U.S. Steel Group

51,100

1,029,665

Worthington Industries, Inc.

24,000

326,400

52,144,768

Paper & Forest Products - 1.1%

Bowater, Inc.

33,500

1,498,790

Georgia-Pacific Group

77,000

2,606,450

International Paper Co.

96,300

3,437,910

Mead Corp.

34,600

939,044

Weyerhaeuser Co.

57,000

3,133,290

11,615,484

TOTAL MATERIALS

104,978,027

TELECOMMUNICATION SERVICES - 1.0%

Diversified Telecommunication Services - 0.8%

CenturyTel, Inc.

189,800

5,750,940

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Citizens Communications Co. (a)

105,200

$ 1,265,556

SBC Communications, Inc.

42,400

1,698,544

8,715,040

Wireless Telecommunication Services - 0.2%

Metro One Telecommunications, Inc. (a)

21,600

1,401,408

Western Wireless Corp. Class A (a)

10,000

417,000

1,818,408

TOTAL TELECOMMUNICATION SERVICES

10,533,448

UTILITIES - 4.4%

Electric Utilities - 3.4%

Allegheny Energy, Inc.

71,400

3,445,050

Alliant Energy Corp.

29,200

851,180

Ameren Corp.

72,100

3,078,670

American Electric Power Co., Inc.

97,000

4,478,490

DPL, Inc.

115,000

3,330,400

Duke Energy Corp.

48,800

1,903,688

Exelon Corp.

45,000

2,885,400

Mirant Corp.

32,590

1,121,096

NSTAR

37,800

1,608,768

Public Service Enterprise Group, Inc.

36,400

1,779,960

Reliant Energy, Inc.

46,000

1,481,660

Southern Co.

171,500

3,987,375

TXU Corp.

43,400

2,091,012

Xcel Energy, Inc.

86,800

2,469,460

34,512,209

Gas Utilities - 0.6%

Kinder Morgan, Inc.

60,180

3,024,045

NiSource, Inc.

91,370

2,497,142

Sempra Energy

36,000

984,240

Southwestern Energy Co. (a)

500

6,125

6,511,552

Multi-Utilities - 0.4%

SCANA Corp.

66,000

1,874,400

Utilicorp United, Inc.

81,545

2,491,200

4,365,600

TOTAL UTILITIES

45,389,361

TOTAL COMMON STOCKS

(Cost $765,970,368)

841,924,287

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Diversified Financials - 0.0%

Mirant Trust I Series A, $3.12
(Cost $130,000)

2,600

187,200

U.S. Treasury Obligations - 3.5%

Moody's Ratings
(unaudited)

Principal
Amount

Value
(Note 1)

U.S. Treasury Bonds:

5.25% 11/15/28

Aaa

$ 5,750,000

$ 5,252,280

5.25% 2/15/29

Aaa

6,900,000

6,309,153

5.5% 8/15/28

Aaa

6,200,000

5,871,586

6.125% 8/15/29

Aaa

5,700,000

5,903,946

6.25% 5/15/30

Aaa

4,800,000

5,084,208

U.S. Treasury Notes:

5.75% 8/15/10

Aaa

1,200,000

1,227,780

6.5% 2/15/10

Aaa

6,100,000

6,551,766

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $37,861,650)

36,200,719

Cash Equivalents - 15.8%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 3.99%, dated 6/29/01 due 7/2/01

$ 4,891,624

4,890,000

Shares

Fidelity Cash Central Fund, 4.09% (b)

150,867,003

150,867,003

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

7,428,200

7,428,200

TOTAL CASH EQUIVALENTS

(Cost $163,185,203)

163,185,203

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $967,147,221)

1,041,497,409

NET OTHER ASSETS - (0.9)%

(9,118,310)

NET ASSETS - 100%

$ 1,032,379,099

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Rite Aid Corp.

6/27/01

$ 735,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $608,775,553 and $505,762,866, respectively, of which long-term U.S. government and government agency obligations aggregated $32,301,170 and $2,435,484, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,524 for the period.

The fund invested in securities that are not registered under the Securities
Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $793,800 or 0.1% of net assets.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $969,535,528. Net unrealized appreciation aggregated $71,961,881, of which $108,268,937 related to appreciated investment securities and $36,307,056 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $6,059,629 and repurchase agreements of $4,890,000)
(cost $967,147,221) -
See accompanying schedule

$ 1,041,497,409

Cash

350

Receivable for fund shares sold

4,314,699

Dividends receivable

631,458

Interest receivable

1,110,787

Other receivables

5,982

Total assets

1,047,560,685

Liabilities

Payable for investments purchased

$ 6,660,497

Payable for fund shares redeemed

547,024

Accrued management fee

487,393

Distribution fees payable

51,388

Other payables and
accrued expenses

7,084

Collateral on securities loaned,
at value

7,428,200

Total liabilities

15,181,586

Net Assets

$ 1,032,379,099

Net Assets consist of:

Paid in capital

$ 1,024,751,399

Undistributed net investment income

5,669,822

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(72,392,337)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

74,350,215

Net Assets

$ 1,032,379,099

Initial Class:
Net Asset Value, offering price
and redemption price per share
($584,521,807 ÷ 30,750,378
shares)

$19.01

Service Class:
Net Asset Value, offering price
and redemption price per share
($320,215,793 ÷ 16,883,022
shares)

$18.97

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($127,641,499 ÷ 6,741,568
shares)

$18.93

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 4,453,937

Interest

4,427,575

Security lending

41,953

Total income

8,923,465

Expenses

Management fee

$ 2,741,523

Transfer agent fees

314,824

Distribution fees

263,134

Accounting and security lending fees

127,372

Non-interested trustees' compensation

1,607

Custodian fees and expenses

37,201

Audit

11,752

Legal

3,386

Miscellaneous

21,608

Total expenses before reductions

3,522,407

Expense reductions

(278,654)

3,243,753

Net investment income

5,679,712

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,099,452)

Foreign currency transactions

(60,770)

(33,160,222)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(32,530,777)

Assets and liabilities in
foreign currencies

1,044

(32,529,733)

Net gain (loss)

(65,689,955)

Net increase (decrease) in net assets resulting from operations

$ (60,010,243)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 5,679,712

$ 3,463,098

Net realized gain (loss)

(33,160,222)

(39,095,214)

Change in net unrealized appreciation (depreciation)

(32,529,733)

102,504,149

Net increase (decrease) in net assets resulting from operations

(60,010,243)

66,872,033

Distributions to shareholders
From net investment income

-

(3,490,324)

In excess of net realized gain

-

(131,105)

Total distributions

-

(3,621,429)

Share transactions - net increase (decrease)

147,382,869

854,104,079

Total increase (decrease) in net assets

87,372,626

917,354,683

Net Assets

Beginning of period

945,006,473

27,651,790

End of period (including undistributed net investment income of $5,669,822 and $0, respectively)

$ 1,032,379,099

$ 945,006,473

Other Information:

Six months ended
June 30, 2001 (Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

7,273,549

$ 137,248,224

30,056,800

$ 574,378,689

Reinvested

-

-

114,222

2,311,193

Redeemed

(5,600,832)

(103,283,322)

(1,207,719)

(23,158,134)

Net increase (decrease)

1,672,717

$ 33,964,902

28,963,303

$ 553,531,748

Service Class
Sold

5,627,280

$ 105,820,429

13,897,441

$ 261,436,662

Reinvested

-

-

55,437

1,095,062

Redeemed

(2,734,533)

(50,992,807)

(1,662,521)

(31,588,706)

Net increase (decrease)

2,892,747

$ 54,827,622

12,290,357

$ 230,943,018

Service Class 2 A
Sold

3,572,587

$ 66,852,282

3,839,632

$ 73,663,061

Reinvested

-

-

10,659

215,174

Redeemed

(446,356)

(8,261,937)

(234,954)

(4,248,922)

Net increase (decrease)

3,126,231

$ 58,590,345

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ -

$ 2,302,727

Service Class

-

973,094

Service Class 2 A

-

214,503

Total

$ -

$ 3,490,324

In excess of net realized gain
Initial Class

$ -

$ 8,466

Service Class

-

121,968

Service Class 2 A

-

671

Total

$ -

$ 131,105

$ -

$ 3,621,429

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 E

Net asset value, beginning of period

$ 20.26

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income D

.12

.19

.00

.00

Net realized and unrealized gain (loss)

(1.37)

4.95

5.05

.31

Total from investment operations

(1.25)

5.14

5.05

.31

Less Distributions

From net investment income

-

(.08)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.13)

(.11)

-

Net asset value, end of period

$ 19.01

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

(6.17)%

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 584,522

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets before expense reductions

.69% A

.74%

3.34%

115.88% A, H

Ratio of expenses to average net assets after voluntary waivers

.69% A

.74%

1.00%

1.00% A

Ratio of expenses to average net assets after all expense reductions

.63% A, G

.69% G

.97% G

1.00% A

Ratio of net investment income (loss) to average net assets

1.26% A

1.01%

.01%

(.27)% A

Portfolio turnover rate

124% A

245%

163%

125% A

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998 F

Net asset value, beginning of period

$ 20.22

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.17

(.01)

.00

Net realized and unrealized gain (loss)

(1.36)

4.93

5.05

.31

Total from investment operations

(1.25)

5.10

5.04

.31

Less Distributions

From net investment income

-

(.07)

-

-

From net realized gain

-

-

(.09)

-

In excess of net realized gain

-

(.05)

(.02)

-

Total distributions

-

(.12)

(.11)

-

Net asset value, end of period

$ 18.97

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

(6.18)%

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 320,216

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets before expense reductions

.79% A

.84%

3.41%

115.96% A, H

Ratio of expenses to average net assets after voluntary waivers

.79% A

.84%

1.10%

1.10% A

Ratio of expenses to average net assets after all expense reductions

.73% A, G

.79% G

1.07% G

1.10% A

Ratio of net investment income (loss) to average net assets

1.16% A

.92%

(.09)%

(.35)% A

Portfolio turnover rate

124% A

245%

163%

125% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31, 1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

H The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 20.20

$ 14.82

Income from Investment Operations

Net investment income D

.09

.14

Net realized and unrealized gain (loss)

(1.36)

5.35

Total from investment operations

(1.27)

5.49

Less Distributions

From net investment income

-

(.06)

In excess of net realized gain

-

(.05)

Total distributions

-

(.11)

Net asset value, end of period

$ 18.93

$ 20.20

Total Return B, C

(6.29)%

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 127,641

$ 73,039

Ratio of expenses to average net assets

.95% A

.99% A

Ratio of expenses to average net assets after all expense reductions

.89% A, F

.94% A, F

Ratio of net investment income to average net assets

1.01% A

.76% A

Portfolio turnover rate

124% A

245%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio - Service Class 2

Performance

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns and yields prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Service Class 2

5.66%

5.46%

5.00%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

6/27/01

3/28/01

1/3/01

9/27/00

6/28/00

Fidelity VIP:

Money Market -

Service Class 2

3.67%

4.96%

6.10%

6.16%

6.16%

MMDA

1.78%

1.97%

2.11%

2.11%

2.11%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager of
Money Market Portfolio

Q. Bob, what was the investment environment like during the six months that ended June 30, 2001?

A. The Federal Reserve Board moved aggressively to ward off a sharp drop in economic activity. Early in January, the Fed lowered the rate banks charge each other for overnight loans - known as the fed funds target rate - by 0.50 percentage points, a highly unusual move because the cut came well in advance of the Fed's regularly scheduled meeting at the end of January. The Fed's rate cut came on the heels of a National Association of Purchasing Managers report indicating that manufacturing activity was contracting for the fifth consecutive month. The reading sank to a level that in the past had been associated with a contraction of the overall economy. As January progressed, more data became available demonstrating sharp deterioration in consumer and business spending as well as consumer and business expectations about the future. As a result, the Fed implemented another 0.50 percentage point reduction in the fed funds target rate in late January. The Fed continued to lower the target rate by 0.50 percentage points in March, April and May, and added another cut of 0.25 percentage points at the end of June. All in all, the Fed lowered the rate from 6.50% at the beginning of the year to 3.75% at the end of June 2001, which in percentage terms surpassed any similar period in history. The April rate cut was the second intra-meeting move in the first four months of 2001, demonstrating the sense of urgency on the part of the Fed to respond forcefully to slower economic growth and weaker sentiment. The final rate action during the period was significant in that it marked a change in magnitude from the previous five cuts.

Q. How did the economy perform during the period?

A. Gross domestic product (GDP) in the first quarter of 2001 was initially reported at 2.0%, but was subsequently revised down to 1.3%. However, aggressive monetary policy action and signs that the equity markets may be nearing a bottom seemed to stabilize consumer sentiment toward the end of the period. Business investment has slowed as more difficult financial conditions made it harder to attract capital for some companies. Unemployment claims trended higher during the period as woes inflicting the technology and telecommunications sectors sparked massive layoffs.

Q. What was your strategy with the fund?

A. During the period, my investment strategy shifted to capitalize on changing monetary policy while maintaining adequate liquidity. When money market yields plunged at year-end 2000, I allowed the average maturity to shorten gradually as expectations for very aggressive interest-rate cuts began to be priced into the market. The shortened average maturity detracted somewhat from performance because money market yields continued to decline in January. As it became clear that the Fed would continue to respond aggressively to the developing economic slowdown, I gradually increased the fund's average maturity in order to lock in higher rates before they declined. I used more government discount notes to lengthen maturity, because concerns lingered regarding the credit quality of longer-term corporate obligations.

Q. What's your outlook?

A. Economic data suggests that the Fed's aggressive moves may have been enough to avert a recession. The economy remains weak, however, with accelerating unemployment claims and softer consumer and business spending. Market participants continue to anticipate additional monetary easing over the next few months, a view that I share. At the same time, the easing cycle may be nearing an end. Another potential positive influence on future economic growth is the $1.35 trillion federal tax cut recently implemented by Congress, with rebate checks scheduled to go out as early as this summer. The tax cut is expected to put $90 billion in the hands of taxpayers; economists expect approximately half of this amount will be spent by consumers. This fiscal stimulus should bolster the economy at the same time that the full effects of the early 2001 rate cuts begin to work their way through the economy. One wildcard for the recovery scenario remains the energy crisis in California, because economic activity in the state is a significant component of overall growth in U.S. gross domestic product.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based upon market or other conditions. For more information, please see page 2.


Fund Facts

Goal: income and share-price stability by investing in high-quality, short-term investments

Start date: April 1, 1982

Size: as of June 30, 2001, more than $2.5 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 35.7%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.6%

Chase Manhattan Bank USA NA

9/4/01

3.88%

$ 5,000,000

$ 5,000,000

Firstar Bank NA

9/6/01

4.00

5,000,000

5,000,000

11/5/01

3.88

5,000,000

5,000,000

15,000,000

London Branch, Eurodollar, Foreign Banks - 22.2%

Abbey National Treasury Services PLC

7/18/01

4.70

50,000,000

50,000,000

Bank of Nova Scotia

8/17/01

4.03

50,000,000

50,000,000

Bank of Scotland Treasury Services PLC

11/19/01

3.95

20,000,000

19,997,564

Barclays Bank PLC

8/3/01

4.18

30,000,000

30,001,703

8/15/01

3.99

10,000,000

10,000,000

10/24/01

4.25

25,000,000

25,000,000

11/16/01

4.06

15,000,000

15,000,000

BNP Paribas SA

8/20/01

5.21

20,000,000

20,000,000

11/19/01

3.92

50,000,000

50,000,000

Commerzbank AG

9/18/01

3.77

15,000,000

15,000,000

Credit Agricole Indosuez

10/18/01

3.85

32,000,000

32,066,447

Deutsche Bank AG

7/16/01

4.06

10,000,000

10,000,041

7/20/01

4.75

50,000,000

50,000,000

10/22/01

4.65

15,000,000

15,000,000

Dresdner Bank AG

12/10/01

3.83

15,000,000

15,000,000

Halifax PLC

7/5/01

4.76

25,000,000

25,000,000

8/24/01

4.27

25,000,000

25,000,000

9/21/01

3.65

20,000,000

20,000,000

ING Bank NV

7/23/01

4.04

10,000,000

10,000,000

9/4/01

3.90

15,000,000

15,000,000

Landesbank Baden-Wuerttemberg

11/19/01

4.03

25,000,000

25,000,480

Landesbank Hessen-Thuringen

7/25/01

4.25

25,000,000

25,000,651

Lloyds TSB Bank PLC

8/9/01

4.00

5,000,000

5,000,000

Nationwide Building Society

7/23/01

4.31

15,000,000

15,000,045

UBS AG

8/28/01

3.95

5,000,000

5,002,016

577,068,947

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

New York Branch, Yankee Dollar, Foreign Banks - 12.9%

BNP Paribas SA

9/12/01

3.81%

$ 30,000,000

$ 30,000,000

Canadian Imperial Bank of Commerce

7/2/01

3.87 (a)

25,000,000

24,999,849

7/9/01

4.08

25,000,000

25,000,000

Commerzbank AG

12/19/01

3.65

5,000,000

5,001,399

Credit Agricole Indosuez

8/1/01

4.00

30,000,000

30,000,000

9/21/01

3.66

5,000,000

5,000,000

Den Danske Corp., Inc.

11/15/01

4.00

25,000,000

25,000,000

Merita Bank PLC

12/4/01

3.88

5,000,000

5,000,000

National Westminster Bank PLC

7/5/02

4.10

30,000,000

29,996,858

Norddeutsche Landesbank Girozentrale

11/19/01

3.90

29,000,000

29,013,361

RaboBank Nederland Coop. Central

11/15/01

4.00

25,000,000

25,000,000

Societe Generale

7/16/01

4.04

10,000,000

10,000,021

7/23/01

3.77 (a)

10,000,000

9,998,877

8/15/01

3.99

50,000,000

50,000,000

UBS AG

8/13/01

3.99

30,000,000

30,000,000

334,010,365

TOTAL CERTIFICATES OF DEPOSIT

926,079,312

Commercial Paper - 45.9%

Alliance & Leicester PLC

8/16/01

4.03

20,000,000

19,898,033

Amsterdam Funding Corp.

8/9/01

4.01

75,000,000

74,677,436

Aspen Funding Corp.

7/17/01

4.04

10,000,000

9,982,178

8/21/01

5.10

5,000,000

4,964,760

Associates First Capital BV

7/9/01

4.00

5,000,000

4,995,567

AT&T Corp.

7/12/01

5.24

10,000,000

9,984,203

7/25/01

4.15

15,065,000

15,023,483

8/16/01

4.38

5,000,000

4,972,336

8/20/01

4.38

5,000,000

4,969,931

CIESCO LP

8/15/01

3.91

9,430,000

9,384,265

Citibank Credit Card Master Trust I (Dakota Certificate Program)

7/23/01

3.93

20,000,000

19,952,211

Commercial Paper - continued

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Citicorp

8/14/01

3.84%

$ 25,000,000

$ 24,883,278

ConAgra Foods, Inc.

7/20/01

4.25

10,000,000

9,977,728

8/14/01

4.15

5,000,000

4,974,822

Corporate Receivables Corp.

8/22/01

3.85

10,000,000

9,944,822

Delaware Funding Corp.

7/13/01

3.95

50,000,000

49,934,333

7/16/01

3.94

47,751,000

47,672,808

Den Danske Corp., Inc.

8/16/01

5.17

22,000,000

21,858,320

8/16/01

5.20

25,000,000

24,838,042

Deutsche Bank Financial, Inc.

7/17/01

4.02

5,000,000

4,991,127

11/19/01

4.03

50,000,000

49,226,458

Dexia Delaware LLC

9/5/01

3.84

20,000,000

19,860,667

Edison Asset Securitization LLC

8/23/01

3.64

35,000,000

34,813,469

Falcon Asset Securitization Corp.

7/23/01

3.90

41,070,000

40,972,618

7/26/01

3.74

20,000,000

19,948,194

Ford Motor Credit Co.

7/13/01

4.04

50,000,000

49,933,167

7/17/01

4.52

10,000,000

9,980,133

7/19/01

4.45

10,000,000

9,978,000

7/27/01

3.95

10,000,000

9,971,689

8/17/01

3.68

10,000,000

9,952,217

General Electric Capital Corp.

7/2/01

4.12

15,000,000

14,998,296

7/13/01

4.70

25,000,000

24,961,250

9/7/01

3.78

50,000,000

49,645,833

12/14/01

3.95

25,000,000

24,555,028

General Motors Acceptance Corp.

7/5/01

4.12

5,000,000

4,997,728

Goldman Sachs Group, Inc.

10/11/01

3.92

5,000,000

4,945,317

J.P. Morgan Chase & Co.

8/8/01

3.90

15,000,000

14,938,725

Kitty Hawk Funding Corp.

9/4/01

3.87

10,000,000

9,930,847

12/3/01

3.84

10,000,000

9,837,681

Lehman Brothers Holdings, Inc.

8/6/01

5.43

10,000,000

9,947,260

New Center Asset Trust

7/20/01

4.27

25,000,000

24,944,188

Northern Rock PLC

8/8/01

3.97

35,000,000

34,854,808

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Preferred Receivables Funding Corp.

7/20/01

3.81%

$ 25,000,000

$ 24,949,861

8/10/01

4.01

10,105,000

10,060,426

Qwest Capital Funding, Inc.

8/15/01

4.36

5,000,000

4,973,063

8/23/01

4.37

5,000,000

4,968,200

Santander Finance, Inc.

10/18/01

4.24

12,500,000

12,342,934

Sears Roebuck Acceptance Corp.

8/16/01

4.31

5,000,000

4,972,783

Societe Generale NA

7/3/01

4.74

50,000,000

49,987,000

Triple-A One Funding Corp.

7/13/01

4.04

57,787,000

57,709,758

7/24/01

3.73

18,038,000

17,995,130

Tyco International Group SA

7/30/01

4.55

5,000,000

4,981,875

8/14/01

4.29

5,000,000

4,974,089

8/28/01

4.19

15,000,000

14,899,708

UBS Finance, Inc.

7/18/01

4.31

40,000,000

39,919,533

8/20/01

4.65

15,000,000

14,904,583

Variable Funding Capital Corp.

7/6/01

3.99

19,987,000

19,975,952

Westpac Trust Securities Ltd.

10/23/01

3.96

35,000,000

34,568,858

12/4/01

3.90

5,000,000

4,917,233

Windmill Funding Corp.

7/3/01

4.72

5,000,000

4,998,703

TOTAL COMMERCIAL PAPER

1,193,172,945

Federal Agencies - 4.3%

Fannie Mae - 4.3%

Discount Notes - 4.3%

11/1/01

3.92

23,695,000

23,383,312

2/22/02

4.05

25,000,000

24,357,556

4/19/02

3.98

25,000,000

24,223,361

5/3/02

4.03

40,000,000

38,680,800

TOTAL FEDERAL AGENCIES

110,645,029

Bank Notes - 1.9%

Bank of America NA

9/7/01

4.15

20,000,000

20,000,000

9/17/01

4.26

10,000,000

10,000,000

Bank One NA, Chicago

7/2/01

3.88 (a)

20,000,000

19,999,107

TOTAL BANK NOTES

49,999,107

Master Notes - 0.8%

Due
Date

Annualized Yield
at Time of
Purchase

Principal
Amount

Value
(Note 1)

Goldman Sachs Group, Inc.

8/6/01

4.11% (b)

$ 10,000,000

$ 10,000,000

9/20/01

4.07 (b)

10,000,000

10,000,000

TOTAL MASTER NOTES

20,000,000

Medium-Term Notes - 4.0%

Associates Corp. of North America

10/1/01

3.71 (a)

25,000,000

25,000,000

BMW U.S. Capital Corp.

7/23/01

3.81 (a)

5,000,000

5,000,000

6/7/02

4.25

5,000,000

4,997,084

CIESCO LP

7/16/01

3.95 (a)

5,000,000

5,000,000

Citigroup, Inc.

7/12/01

3.96 (a)

5,000,000

5,000,000

GE Life & Annuity Assurance Co.

7/2/01

4.17 (a)(b)

15,000,000

15,000,000

General Motors Acceptance Corp.

7/30/01

3.69 (a)

10,000,000

9,999,533

General Motors Acceptance Corp. Mortgage Credit

7/2/01

4.11 (a)

10,000,000

9,998,862

7/2/01

4.12 (a)

5,000,000

4,999,430

7/2/01

4.13 (a)

10,000,000

9,998,856

Merrill Lynch & Co., Inc.

7/20/01

3.91 (a)

5,000,000

5,000,000

Variable Funding Capital Corp.

7/23/01

3.82 (a)

5,000,000

5,000,000

TOTAL MEDIUM-TERM NOTES

104,993,765

Short-Term Notes - 2.4%

Jackson National Life Insurance Co.

7/1/01

5.03 (a)(b)

7,000,000

7,000,000

Monumental Life Insurance Co.

7/2/01

4.20 (a)(b)

5,000,000

5,000,000

7/2/01

4.21 (a)(b)

5,000,000

5,000,000

New York Life Insurance Co.

7/1/01

5.00 (a)(b)

15,000,000

15,000,000

8/28/01

4.13 (a)(b)

5,000,000

5,000,000

SMM Trust 2000 M

9/13/01

3.91 (a)(b)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

8/1/01

4.51 (a)(b)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

62,000,000

Repurchase Agreements - 4.2%

Maturity
Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated 6/29/01 due 7/2/01 At 4.12%

$ 678,233

$ 678,000

With:

Credit Suisse First Boston, Inc. At 4.21%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $62,040,000) 0%, 7/9/01 - 3/19/02

60,021,050

60,000,000

Goldman Sachs & Co. At 4.2%, dated 6/29/01 due 7/2/01 (Commercial Paper Obligations) (principal amount $49,110,000) 0%, 7/11/01 - 7/31/01

48,016,780

48,000,000

TOTAL REPURCHASE AGREEMENTS

108,678,000

TOTAL INVESTMENT
PORTFOLIO - 99.2%

2,575,568,158

NET OTHER ASSETS - 0.8%

21,680,368

NET ASSETS - 100%

$ 2,597,248,526

Total Cost for Income Tax Purposes $ 2,575,568,158

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(b) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 4.17%, 7/2/01

3/30/01

$ 15,000,000

Goldman Sachs Group, Inc.
4.07%, 9/20/01

5/24/01

$ 10,000,000

4.11%, 8/6/01

5/8/01

$ 10,000,000

Jackson National Life Insurance Co.
5.03%, 7/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co. 4.20%, 7/2/01

9/17/98

$ 5,000,000

4.21%, 7/2/01

3/12/99

$ 5,000,000

New York Life Insurance Co.
4.13%, 8/28/01

8/28/00

$ 5,000,000

5.00%, 7/1/01

12/20/00

$ 15,000,000

SMM Trust 2000 M 3.91%, 9/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 4.51%, 8/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $97,000,000 or 3.7% of net assets.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including repurchase
agreements of $108,678,000) - See accompanying schedule

$ 2,575,568,158

Receivable for investments sold

5,004,468

Receivable for fund shares sold

24,659,375

Interest receivable

6,605,645

Prepaid expenses

37,990

Total assets

2,611,875,636

Liabilities

Payable to custodian bank

$ 32,614

Payable for fund shares redeemed

14,051,188

Accrued management fee

342,747

Distribution fees payable

1,105

Other payables and accrued expenses

199,456

Total liabilities

14,627,110

Net Assets

$ 2,597,248,526

Net Assets consist of:

Paid in capital

$ 2,597,239,165

Accumulated net realized gain (loss) on investments

9,361

Net Assets

$ 2,597,248,526

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,591,204,250 ÷
2,591,179,890 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($100,524 ÷
100,522 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($5,943,752 ÷
5,943,697 shares)

$1.00

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Interest

$ 65,449,655

Expenses

Management fee

$ 2,347,792

Transfer agent fees

818,179

Distribution fees

2,496

Accounting fees and expenses

112,619

Non-interested trustees' compensation

4,219

Custodian fees and expenses

32,745

Registration fees

687

Audit

14,828

Legal

4,384

Reports to shareholders

144,958

Miscellaneous

38,042

Total expenses

3,520,949

Net investment income

61,928,706

Net Realized Gain (Loss)
on Investments

79,664

Net increase in net assets
resulting from operations

$ 62,008,370

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30,
2001

Year ended
December 31,
2000

Operations
Net investment income

$ 61,928,706

$ 129,065,682

Net realized gain (loss)

79,664

31,844

Net increase (decrease) in net assets resulting from operations

62,008,370

129,097,526

Distributions to shareholders from net investment income

(61,928,706)

(129,065,682)

Share transactions - net increase (decrease)

363,616,074

294,030,275

Total increase (decrease) in net assets

363,695,738

294,062,119

Net Assets

Beginning of period

2,233,552,788

1,939,490,669

End of period

$ 2,597,248,526

$ 2,233,552,788

Other Information:

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 3,482,474,885

$ 5,928,688,982

Reinvestment of distributions from net investment income

61,879,770

128,280,587

Cost of shares redeemed

(3,186,571,846)

(5,763,150,248)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 357,782,809

$ 293,819,321

Service Class A
Proceeds from sales of shares

$ -

$ 100,000

Reinvestment of distributions from net investment income

2,561

3,061

Cost of shares redeemed

(5,100)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ (2,539)

$ 103,061

Service Class 2 B
Proceeds from sales of shares

$ 15,838,291

$ 102,001

Reinvestment of distributions from net investment income

42,040

5,900

Cost of shares redeemed

(10,044,527)

(8)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 5,835,804

$ 107,893

Distributions
From net investment income
Initial Class

$ 61,879,770

$ 129,056,642

Service Class A

2,561

3,095

Service Class 2 B

46,375

5,945

Total

$ 61,928,706

$ 129,065,682

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.025)

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

2.59%

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,591,204

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.29% A

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

5.04% A

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.025

.031

Less Distributions

From net investment income

(.025)

(.031)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.54%

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 101

$ 103

Ratio of expenses to average net assets before expense reductions

.38% A

.47% A

Ratio of expenses to average net assets after voluntary waivers

.38% A

.45% A

Ratio of net investment income to average net assets

4.99% A

6.28% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 D

Net asset value, beginning of period

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.024

.058

Less Distributions

From net investment income

(.024)

(.058)

Net asset value, end of period

$ 1.000

$ 1.000

Total Return B, C

2.48%

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 5,944

$ 108

Ratio of expenses to average net assets before expense reductions

.57% A

.96% A

Ratio of expenses to average net assets after voluntary waivers

.57% A

.60% A

Ratio of net investment income to average net assets

4.60% A

5.94% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
June 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class 2

-24.73%

6.12%

8.10%

MSCI EAFE

-23.40%

3.10%

6.49%

Variable Annuity
International Funds Average

-24.01%

4.94%

8.77%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) Index - a market capitalization-weighted index of over 1,000 equity securities of companies domiciled in 20 countries that is designed to represent the performance of developed stock markets outside the United States and Canada. To measure how the Service Class 2's performance stacked up against its peers, you can compare it to the variable annuity international funds average, which reflects the performance of variable annuities with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 161 variable annuities. These benchmarks include reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2 on June 30, 1991. As the chart shows, by June 30, 2001, the value of the investment would have grown to $21,781 - a 117.81% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,756 - an 87.56% increase.

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

TotalFinaElf SA Series B (France)

4.0

Vodafone Group PLC (United Kingdom)

2.9

GlaxoSmithKline PLC (United Kingdom)

2.4

Nestle SA (Reg.) (Switzerland)

2.4

Sony Corp. (Japan)

2.0

13.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

20.6

Information Technology

15.5

Telecommunication Services

10.5

Consumer Discretionary

10.0

Health Care

9.9

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Top Five Countries as of June 30, 2001

(excluding cash equivalents)

% of fund's
net assets

Japan

23.3

United Kingdom

13.4

France

12.4

Netherlands

7.5

Germany

7.3

Percentages are adjusted for the effect of open futures contracts, if applicable.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Rick Mace, Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the six-month period that ended June 30, 2001, the fund outperformed the -14.45% return of the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI® EAFE ®) Index. The fund's return also outperformed the Lipper Inc. variable annuity international funds average, which fell 14.34%. For the 12-month period that ended June 30, 2001, the fund lagged the MSCI EAFE index and the Lipper peer group, which declined 23.40% and 24.01%, respectively.

Q. What factors helped the fund outperform its index and peer group during the past six months?

A. Relatively good stock selection in the telecommunication services, information technology and financial sectors was the difference. Our overweighting of telecom stocks hurt the fund's performance on an absolute basis, but our mix of stocks in the sector outperformed those in the index. The same was true in technology, where we emphasized semiconductor stocks - such as Samsung Electronics in South Korea - that rebounded from weakness in 2000. Turning to financials, our overweighted positions in Japan's Nomura Securities and Nikko Securities did relatively well compared to other financials. These brokerage firms were major beneficiaries of proposed tax cuts on investment income derived from appreciated securities and dividends, a move aimed at attracting more retail investors to the nation's faltering stock market.

Q. What other strategies did you pursue during the six-month period?

A. Given the poor market environment, it was difficult to find good investment ideas. However, I did a number of things. I continued to consolidate the portfolio, reducing the number of names in the fund to focus on my favorite securities. This consolidation freed up a lot of cash in the fund, which I used to purchase futures contracts as a way of keeping the fund fully invested and diversified. Additionally, in another strategy that worked out well, I overweighted Japan relative to the MSCI EAFE index for most of the period, compared to an underweighting six months ago. As I have said in the past, this country positioning versus the index is a function of our bottom-up security selection process, and not a bet on an individual country. Elsewhere, I sold off our positions in oil tanker stocks - such as Teekay Shipping, based in the Marshall Islands, and U.S.-based Overseas Shipholding - because I felt the supply and demand fundamentals of oil grew less favorable, and I believed these stocks had reached their upside potential.

Q. What happened in the Japanese markets to cause you to look for more compelling opportunities in that country?

A. Basically, many Japanese stocks hit historically low valuations and I decided to buy them. Our team of international analysts has been doing a lot of historical valuation work, looking at past market corrections and economic slowdowns to determine a number of patterns, such as where stocks typically trough - or reach a bottom in their valuation. For example, energy stocks historically trough somewhere below the marginal cost of production. Our overweighting in Japan for much of the period was a direct result of this valuation work. We believed that a lot of stocks hit their valuation "buy" prices. The overweighting also was a result of my intention to make the fund more concentrated, and many of the best investment opportunities I found were in Japan.

Q. What were some of the fund's top-performing stocks? Which disappointed?

A. Top-contributor Samsung Electronics benefited from its cheap valuation and the market's cyclical perception that its share price had bottomed. The issuance of strong sales and earnings forecasts in the pharmaceuticals industry boosted shares of France-based drug company Sanofi-Synthelabo. The fund's biggest detractors were Finland's Nokia, the U.K.'s Vodafone and Sweden's Ericsson. These three telecom companies generally suffered from a slowdown in corporate capital spending on telecom equipment, massive restructuring costs and increased competitive pricing pressures.

Q. What's your outlook for the next six months, Rick?

A. I expect to continue to see volatile international equity markets, as various sectors vie for market leadership and global economies continue to struggle. While this market environment is challenging, it can provide rare opportunities to own very good companies at very cheap prices. Along with Fidelity's international research staff, I will be looking to identify these companies while keeping an eye on the corporate earnings front. The future performance of overseas stocks should be closely tied to the health of corporate earnings.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks growth of capital primarily through investments in foreign securities

Start date: January 28, 1987

Size: as of June 30, 2001, more than
$2.1 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.5%

Shares

Value (Note 1)

Australia - 2.7%

BHP Ltd.

954,093

$ 5,059,113

BHP Ltd. (a)

1,016,203

5,523,294

BRL Hardy Ltd.

598,360

3,191,148

Cable & Wireless Optus Ltd. (a)

4,076,100

7,717,682

News Corp. Ltd.

796,575

7,398,192

News Corp. Ltd. sponsored ADR

649,800

21,053,520

WMC Ltd.

1,670,100

8,165,374

TOTAL AUSTRALIA

58,108,323

Canada - 1.8%

Canadian Natural Resources Ltd.

274,100

8,119,805

Nortel Networks Corp.

971,652

8,832,317

Rio Alto Exploration Ltd. (a)

571,300

9,905,301

Talisman Energy, Inc.

312,500

11,919,997

TOTAL CANADA

38,777,420

Finland - 1.6%

Nokia AB

1,402,000

30,984,199

Sampo Oyj (A Shares)

327,500

2,796,352

TOTAL FINLAND

33,780,551

France - 10.9%

Alcatel SA (RFD)

87,300

1,810,602

Aventis SA

72,060

5,751,829

AXA SA de CV

740,104

21,158,863

BNP Paribas SA

274,240

23,951,814

Castorama Dubois Investissements SA

67,650

14,593,014

Nexans SA

76,900

1,862,026

Sanofi-Synthelabo SA

575,700

37,906,391

Suez SA

246,500

7,958,203

Television Francaise 1 SA

113,340

3,318,280

TotalFinaElf SA Series B

626,944

87,809,781

Vivendi Environnement

248,000

10,473,937

Vivendi Universal SA

331,300

19,379,380

TOTAL FRANCE

235,974,120

Germany - 4.8%

Allianz AG (Reg. D)

86,700

25,394,395

BASF AG

266,500

10,551,097

Deutsche Boerse AG

126,710

4,489,122

Deutsche Lufthansa AG (Reg.)

383,700

6,066,702

Deutsche Telekom AG (Reg.)

544,760

12,366,054

Infineon Technologies AG

72,700

1,710,916

Muenchener Rueckversicherungs-Gesellschaft
AG (Reg.)

36,000

10,068,780

SAP AG

119,300

16,613,472

Schering AG (a)

167,200

8,807,293

Siemens AG (Reg. D)

141,900

8,740,472

TOTAL GERMANY

104,808,303

Hong Kong - 2.7%

China Mobile (Hong Kong) Ltd. (a)

4,883,500

26,165,790

Shares

Value (Note 1)

China Unicom Ltd. sponsored ADR

461,600

$ 8,170,320

CNOOC Ltd.

3,628,000

3,441,993

Hutchison Whampoa Ltd.

1,552,600

15,675,489

Johnson Electric Holdings Ltd.

3,368,000

4,620,264

TOTAL HONG KONG

58,073,856

Ireland - 1.3%

Bank of Ireland, Inc.

1,360,338

13,522,195

Elan Corp. PLC sponsored ADR (a)

230,700

14,072,700

TOTAL IRELAND

27,594,895

Israel - 0.4%

Check Point Software
Technologies Ltd. (a)

176,450

8,940,722

Italy - 1.5%

Olivetti Spa

1,883,500

3,357,265

San Paolo IMI Spa

241,600

3,136,424

Telecom Italia Spa

2,058,124

18,111,499

Unicredito Italiano Spa

2,037,700

8,813,692

TOTAL ITALY

33,418,880

Japan - 21.3%

Advantest Corp.

30,400

2,605,645

Anritsu Corp.

473,000

7,148,853

Asahi Breweries Ltd.

602,000

6,752,710

Asahi Chemical Industry Co. Ltd.

527,000

2,214,144

Canon, Inc.

610,000

25,009,999

Credit Saison Co. Ltd.

463,300

11,255,604

Daiwa Securities Group, Inc.

1,821,000

19,053,920

Fujitsu Ltd.

790,000

8,297,787

Furukawa Electric Co. Ltd.

896,000

7,148,172

Hitachi Ltd.

663,000

6,546,462

Ito-Yokado Co. Ltd.

499,000

23,005,532

JAFCO Co. Ltd.

126,900

12,118,176

Japan Telecom Co. Ltd.

227

4,713,999

KDDI Corp.

1,067

4,979,105

Konami Corp.

113,300

5,168,994

Kyocera Corp.

173,500

15,450,175

Matsushita Electric Industrial Co. Ltd.

504,000

7,963,200

Mitsubishi Electric Corp.

2,546,000

12,615,683

Mitsubishi Estate Co. Ltd. (a)

646,000

5,941,004

Mitsui Fudosan Co. Ltd.

288,000

3,103,528

NEC Corp.

790,000

10,673,107

Nikko Securities Co. Ltd.

4,510,000

36,124,839

Nikon Corp.

232,000

2,202,437

Nippon Telegraph & Telephone Corp.

4,130

21,971,599

Nomura Securities Co. Ltd.

1,846,000

35,374,758

NTT DoCoMo, Inc.

635

11,048,348

ORIX Corp.

208,500

20,278,263

Rohm Co. Ltd.

57,700

8,965,891

Sony Corp.

668,200

43,967,559

Sumitomo Electric Industries Ltd.

328,000

3,718,666

Takeda Chemical Industries Ltd. (a)

540,000

25,112,251

Terumo Corp.

47,300

868,481

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Tokyo Electron Ltd.

42,500

$ 2,572,763

Toshiba Corp.

2,990,000

15,798,669

Toyota Motor Corp.

779,400

27,454,364

Yamanouchi Pharmaceutical Co. Ltd.

117,000

3,283,355

TOTAL JAPAN

460,508,042

Korea (South) - 1.8%

Hynix Semiconductor, Inc. (a)

2,266,580

4,871,273

Hynix Semiconductor, Inc. unit (a)(c)

467,800

5,028,850

Samsung Electronics Co. Ltd.

165,600

24,448,442

SK Telecom Co. Ltd. sponsored ADR

253,200

4,279,080

TOTAL KOREA (SOUTH)

38,627,645

Netherlands - 7.5%

Akzo Nobel NV

169,500

7,200,360

ASML Holding NV (a)

301,900

6,794,532

Heineken NV

149,250

6,039,617

ING Groep NV
(Certificaten Van Aandelen)

432,462

28,364,802

Koninklijke Ahold NV

993,687

31,236,750

Koninklijke Philips Electronics NV

696,924

18,538,859

Royal Dutch Petroleum Co.
(Hague Registry)

654,400

38,138,434

STMicroelectronics NV (NY Shares)

102,400

3,481,600

Unilever NV (Certificaten
Van Aandelen) (a)

105,700

6,358,033

Vendex KBB NV

699,457

8,913,880

VNU NV

106,700

3,626,093

Wolters Kluwer NV
(Certificaten Van Aandelen)

119,800

3,231,581

TOTAL NETHERLANDS

161,924,541

Norway - 0.2%

Norsk Hydro AS

125,300

5,316,214

Singapore - 0.8%

Chartered Semiconductor
Manufacturing Ltd. ADR (a)

368,100

9,309,249

Overseas Union Bank Ltd.

862,296

4,468,712

United Overseas Bank Ltd.

539,472

3,402,209

TOTAL SINGAPORE

17,180,170

Spain - 2.3%

Banco Popular Espanol SA (Reg.)

187,600

6,581,005

Banco Santander Central Hispano SA

1,723,968

15,672,110

Telefonica SA

2,166,800

26,803,697

TOTAL SPAIN

49,056,812

Sweden - 0.7%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

2,872,600

15,483,314

Switzerland - 6.5%

Credit Suisse Group (Reg.)

146,734

24,176,134

Shares

Value (Note 1)

Julius Baer Holding AG (Bearer)

982

$ 3,786,189

Nestle SA (Reg.)

240,520

51,228,681

Novartis AG (Reg.)

434,970

15,776,302

Swiss Reinsurance Co. (Reg.)

3,270

6,549,116

Swisscom AG

20,580

4,911,202

UBS AG (Reg. D)

122,658

17,610,502

Zurich Financial Services AG

48,440

16,556,298

TOTAL SWITZERLAND

140,594,424

Taiwan - 2.8%

Siliconware Precision Industries Co. Ltd.

8,255,000

4,675,356

Taiwan Semiconductor
Manufacturing Co. Ltd.

14,837,166

27,579,977

United Microelectronics Corp.

19,136,400

25,400,333

Winbond Electronics Corp.

3,111,000

2,611,324

TOTAL TAIWAN

60,266,990

United Kingdom - 11.9%

Amvescap PLC

280,900

4,910,012

AstraZeneca PLC

260,200

12,164,350

BHP Billiton PLC

3,156,500

15,826,304

British Telecommunications PLC

1,344,900

8,694,769

Carlton Communications PLC

1,076,700

5,120,329

Diageo PLC

760,700

8,397,923

GlaxoSmithKline PLC

1,872,894

52,628,331

HSBC Holdings PLC
(United Kingdom) (Reg.)

1,214,200

14,546,120

Lloyds TSB Group PLC

4,214,300

42,438,908

Reed International PLC

537,300

4,790,946

Rio Tinto PLC (Reg. D)

594,700

10,622,363

Shell Transport & Trading Co. PLC
(Reg. D)

871,900

7,265,839

Spirent PLC

1,081,100

3,381,598

Vodafone Group PLC

27,979,103

62,533,109

WPP Group PLC

465,700

4,613,899

TOTAL UNITED KINGDOM

257,934,800

United States of America - 3.0%

Bristol-Myers Squibb Co.

430,600

22,520,380

Micron Technology, Inc. (a)

567,100

23,307,810

Pfizer, Inc.

374,600

15,002,730

Phelps Dodge Corp.

81,200

3,369,800

TOTAL UNITED STATES OF AMERICA

64,200,720

TOTAL COMMON STOCKS

(Cost $1,866,412,662)

1,870,570,742

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

1,897,200

Government Obligations - 1.5%

Moody's Ratings (unaudited)

Principal Amount (e)

Value
(Note 1)

Germany - 1.0%

Germany Federal Republic 4.45% 7/13/01

-

EUR

24,000,000

$ 20,357,775

United States of America - 0.5%

U.S. Treasury Bills, yield at date of purchase 3.54% to 3.68% 7/12/01 to 8/16/01 (d)

-

11,500,000

11,453,633

TOTAL GOVERNMENT OBLIGATIONS

(Cost $32,716,175)

31,811,408

Cash Equivalents - 20.0%

Shares

Fidelity Cash Central Fund, 4.09% (b)

252,041,856

252,041,856

Fidelity Securities Lending
Cash Central Fund, 4.02% (b)

180,436,325

180,436,325

TOTAL CASH EQUIVALENTS

(Cost $432,478,181)

432,478,181

TOTAL INVESTMENT PORTFOLIO - 108.1%

(Cost $2,336,628,617)

2,336,757,531

NET OTHER ASSETS - (8.1)%

(174,343,346)

NET ASSETS - 100%

$ 2,162,414,185

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

741 CAC 40 Index Contracts (France)

Sept. 2001

$ 33,048,416

$ 112,285

248 DAX 30 Index Contracts (Germany)

Sept. 2001

32,210,885

(893,741)

867 Dow Jones Euro Stoxx 50 Index Contracts

Sept. 2001

31,600,277

(1,533,476)

409 FTSE 100 Index Contracts (United Kingdom)

Sept. 2001

32,712,404

(1,810,443)

138 Nikkei 225 Index Contracts (Japan)

Sept. 2001

8,914,800

69,277

334 Topix Index Contracts (Japan)

Sept. 2001

34,706,862

(339,063)

$ 173,193,644

$ (4,395,161)

The face value of futures purchased as a percentage of net assets - 8%

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $5,028,850 or 0.2% of net assets.

(d) 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 $11,228,838.

(e) Principal amount is stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $989,597,072 and $1,118,033,215, respectively.

The market value of futures contracts opened and closed during the
period amounted to $572,681,490 and $420,666,736, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $6,925 for the period.

The fund participated in the security lending program during the period. At period end the fund received as collateral U.S. Treasury obligations valued
at $12,966,274.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $2,363,260,925. Net unrealized depreciation aggregated $26,503,394, of which $270,270,441 related to appreciated investment securities and $296,773,835 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned
of $184,695,932)
(cost $2,336,628,617) -
See accompanying schedule

$ 2,336,757,531

Cash

13,301

Foreign currency held at value
(cost $31,931,785)

31,015,361

Receivable for investments sold

6,433,255

Receivable for fund shares sold

1,934,134

Dividends receivable

3,702,422

Interest receivable

897,847

Receivable for daily variation on futures contracts

1,894,505

Other receivables

192,113

Total assets

2,382,840,469

Liabilities

Payable for investments purchased

$ 24,530,070

Payable for fund shares redeemed

13,747,413

Accrued management fee

1,318,457

Distribution fees payable

27,022

Other payables and
accrued expenses

366,997

Collateral on securities loaned,
at value

180,436,325

Total liabilities

220,426,284

Net Assets

$ 2,162,414,185

Net Assets consist of:

Paid in capital

$ 2,328,658,059

Distributions in excess of net investment income

(88,471,969)

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(72,401,385)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

(5,370,520)

Net Assets

$ 2,162,414,185

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,850,314,154 ÷
118,645,989 shares)

$15.60

Service Class:
Net Asset Value, offering price
and redemption price per share
($293,365,903 ÷ 18,864,733
shares)

$15.55

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($18,734,128 ÷ 1,209,369
shares)

$15.49

Statement of Operations

Six months ended June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 20,601,997

Interest

9,082,136

Security lending

727,320

30,411,453

Less foreign taxes withheld

(3,064,834)

Total income

27,346,619

Expenses

Management fee

$ 8,627,540

Transfer agent fees

775,122

Distribution fees

158,755

Accounting and security lending fees

576,107

Custodian fees and expenses

523,125

Registration fees

1,728

Audit

48,197

Legal

5,593

Reports to shareholders

232,881

Miscellaneous

701

Total expenses before reductions

10,949,749

Expense reductions

(661,887)

10,287,862

Net investment income

17,058,757

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(130,955,286)

Foreign currency transactions

(741,626)

Futures contracts

(1,775,736)

(133,472,648)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(158,480,845)

Assets and liabilities in
foreign currencies

(1,049,619)

Futures contracts

(2,493,578)

(162,024,042)

Net gain (loss)

(295,496,690)

Net increase (decrease) in net assets resulting from operations

$ (278,437,933)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six months ended
June 30, 2001
(Unaudited)

Year ended
December 31,
2000

Operations
Net investment income

$ 17,058,757

$ 24,067,131

Net realized gain (loss)

(133,472,648)

265,613,586

Change in net unrealized appreciation (depreciation)

(162,024,042)

(848,849,479)

Net increase (decrease) in net assets resulting from operations

(278,437,933)

(559,168,762)

Distributions to shareholders
From net investment income

(28,968,027)

(34,503,154)

In excess of net investment income

(91,583,892)

(6,990,235)

From net realized gain

(190,776,039)

(261,723,629)

Total distributions

(311,327,958)

(303,217,018)

Share transactions - net increase (decrease)

215,064,932

518,278,056

Total increase (decrease) in net assets

(374,700,959)

(344,107,724)

Net Assets

Beginning of period

2,537,115,144

2,881,222,868

End of period (including under (over) distribution of net investment income of $(88,471,969) and
$11,909,270, respectively)

$ 2,162,414,185

$ 2,537,115,144

Other Information:

Six months ended June 30, 2001
(Unaudited)

Year ended
December 31, 2000

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

109,651,878

$ 1,903,147,125

180,026,822

$ 4,102,377,245

Reinvested

15,519,663

275,163,625

11,650,005

284,959,118

Redeemed

(119,910,078)

(2,073,704,388)

(178,033,342)

(4,052,515,974)

Net increase (decrease)

5,261,463

$ 104,606,362

13,643,485

$ 334,820,389

Service Class
Sold

57,275,196

$ 966,249,746

68,519,615

$ 1,560,576,350

Reinvested

1,933,710

34,207,331

747,241

18,247,616

Redeemed

(53,243,095)

(900,457,119)

(61,639,680)

(1,408,864,371)

Net increase (decrease)

5,965,811

$ 99,999,958

7,627,176

$ 169,959,595

Service Class 2 A
Sold

1,783,928

$ 30,258,744

734,419

$ 15,878,729

Reinvested

110,941

1,957,001

421

10,284

Redeemed

(1,305,951)

(21,757,133)

(114,389)

(2,390,941)

Net increase (decrease)

588,918

$ 10,458,612

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 25,621,675

$ 32,471,354

Service Class

3,164,127

2,030,655

Service Class 2 A

182,225

1,145

Total

$ 28,968,027

$ 34,503,154

In excess of net investment income
Initial Class

$ 81,004,230

$ 6,578,599

Service Class

10,003,549

411,405

Service Class 2 A

576,113

231

Total

$ 91,583,892

$ 6,990,235

From net realized gain
Initial Class

$ 168,537,721

$ 245,909,165

Service Class

21,039,655

15,805,556

Service Class 2 A

1,198,663

8,908

Total

$ 190,776,039

$ 261,723,629

$ 311,327,958

$ 303,217,018

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997

1996

Net asset value, beginning of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.12

.19 F

.24

.23

.30

.32 G

Net realized and unrealized gain (loss)

(2.12)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(2.00)

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.22)

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.71)

(.06)

-

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.40)

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 15.60

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(11.44)%

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,850,314

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.92% A

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after all
expense reductions

.86% A, H

.87% H

.87% H

.89% H

.90% H

.92% H

Ratio of net investment income to average net assets

1.47% A

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

100% A

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Six months ended June 30, 2001

Years ended December 31,

Selected Per-Share Data

(Unaudited)

2000

1999

1998

1997 E

Net asset value, beginning of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.11

.17 F

.22

.15

.01

Net realized and unrealized gain (loss)

(2.11)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(2.00)

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.22)

(.30)

(.31)

(.38)

-

In excess of net investment income

(.70)

(.06)

-

-

-

From net realized gain

(1.47)

(2.33)

(.50)

(1.12)

-

Total distributions

(2.39)

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 15.55

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(11.48)%

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 293,366

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

1.02% A

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after all expense reductions

.96% A, H

.97% H

.98% H

.97% H

1.01% A, H

Ratio of net investment income to average net assets

1.36% A

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

100% A

136%

78%

84%

67%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F Investment income per share reflects a special dividend which amounted to $.04 per share.

G Investment income per share reflects a special dividend which amounted to $.05 per share.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001

Year ended December 31,

Selected Per-Share Data

(Unaudited)

2000 E

Net asset value, beginning of period

$ 19.91

$ 26.16

Income from Investment Operations

Net investment income D

.10

.12 F

Net realized and unrealized gain (loss)

(2.12)

(3.68)

Total from investment operations

(2.02)

(3.56)

Less Distributions

From net investment income

(.22)

(.30)

In excess of net investment income

(.71)

(.06)

From net realized gain

(1.47)

(2.33)

Total distributions

(2.40)

(2.69)

Net asset value, end of period

$ 15.49

$ 19.91

Total Return B, C

(11.61)%

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 18,734

$ 12,351

Ratio of expenses to average net assets

1.18% A

1.15% A

Ratio of expenses to average net assets after all expense reductions

1.12% A, G

1.13% A, G

Ratio of net investment income to average net assets

1.21% A

.58% A

Portfolio turnover rate

100% A

136%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F Investment income per share reflects a special dividend which amounted to $.04 per share.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Value Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class 2 shares will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Investment Summary

Top Five Stocks as of June 30, 2001

% of fund's
net assets

Mellon Financial Corp.

4.7

PNC Financial Services Group, Inc.

4.5

Exxon Mobil Corp.

4.0

Kimberly-Clark Corp.

2.3

Charles Schwab Corp.

2.2

17.7

Top Five Market Sectors as of June 30, 2001

% of fund's
net assets

Financials

21.0

Industrials

18.6

Consumer Discretionary

15.0

Energy

7.5

Information Technology

7.1

Effective with this report, industry classifications follow the MSCI®/S&P® Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out.

Asset Allocation as of June 30, 2001

% of fund's net assets *

Stocks

92.3%

Short-Term
Investments and
Net Other Assets

7.7%



* Foreign investments

1.2%

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve DuFour, Portfolio Manager of Value Portfolio

Q. How did the fund perform, Steve?

A. From its inception on May 9, 2001, through June 30, 2001, the fund underperformed its benchmark, the Russell 3000® Value Index, which was flat during the same period. Going forward, we'll look at the fund's performance at six- and 12-month intervals and compare it to its Lipper peer group.

Q. What makes this fund different from other value funds?

A. I think the two differentiating factors are Fidelity's research capability, which is where many of my ideas come from, and my contrarian nature, or willingness to look away from the crowd to find the best value opportunities. Reflecting my contrarian approach, I positioned the fund to participate in the recovery I expected in some beaten-down industries that had grown out of favor, such as brokerage stocks and semiconductors. By and large, investors have been retreating from these stocks, while I have been utilizing the market's volatility in some areas to opportunistically purchase stocks that I believe have been unfairly punished. This buying allowed the fund to own what I believe is a group of high-quality companies that should benefit from an economic recovery. Also, since I'm not tied to things like a dividend yield requirement, I have the flexibility to be more nimble and to move around the market capitalization spectrum. For example, during the brief period since the fund's inception, I had the latitude to own a significant percentage of mid- and small-cap stocks, which I believed would enhance the fund's performance in the months ahead. In general, these stocks outperformed large-cap stocks during the past six months.

Q. Can you describe your definition of value?

A. I define value in terms of a company's worth in comparison to its trading price. I want to own great companies that are selling at a discount to their intrinsic value. My favorite types of value investments are companies with a catalyst for change, such as a new management team, a product launch, a significant cost-cutting measure, or a merger or acquisition. Other examples would be companies poised to benefit from a reduction in industry capacity that should lead to improved pricing, or fallen angels - former growth stocks that have fallen out of favor for short-term or nonrecurring reasons.

Q. How do you analyze a company?

A. Ultimately, the factors that play into my analysis depend on the industry I'm looking at. For some industries, I focus on price-to-earnings ratios. In other industries, I focus on dividend yield or price-to-cash-flow ratios. I don't have a set computer model or algorithm that spits out company names. It's a very hands-on process, and my goal is to finish the analysis of a company and come up with a buy/sell price before I invest. This way, when things change with the company, I already know at what price I'm willing to buy it at and at what price I'll start selling and taking profits.

Q. Will the fund be fairly concentrated or diversified?

A. The fund will be diversified, but the degree of concentration among my top-10 ideas will vary. I expect the top-10 holdings to be in the range of 25%-50% of the fund's net assets, with the top holding representing between 2%-10%. However, if I find a stock I think could be a real winner, I'm going to make the most of it, and the fund's top-10 weighting could be skewed closer to 50%. On the other hand, if the market doesn't hand me what appears to be a clear-cut winner - which is the situation currently - then the assets will be spread over a greater number of holdings. While I anticipate having between 70-170 stocks in the fund at any time, the fund currently leans toward the higher end of that range to take advantage of the market's penchant for mid- and small-cap stocks.

Q. What's your outlook for value stocks, Steve?

A. I'm optimistic that the economy will recover at some point in the near future and that, when it stabilizes, the fund should benefit from my current positioning of the portfolio. A number of recent economic stimulants - including the Federal Reserve Board's interest-rate cuts and the federal government's income-tax cut - bode well for the economy. However, I'll be closely following the economic health of consumers. The jury is still out on the direction of consumer spending due to potentially higher unemployment, higher energy prices and the uncertain economic backdrop.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks capital appreciation

Start date: May 9, 2001

Size: as of June 30, 2001, more than $1 million

Manager: Steve DuFour, since inception; joined Fidelity in 1993

3

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio

Investments June 30, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.6%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 15.0%

Auto Components - 1.5%

Dana Corp.

250

$ 5,835

Delphi Automotive Systems Corp.

760

12,107

Snap-On, Inc.

50

1,208

19,150

Automobiles - 0.2%

Winnebago Industries, Inc.

100

3,075

Hotels Restaurants & Leisure - 2.2%

Brinker International, Inc. (a)

100

2,585

Hilton Hotels Corp.

200

2,320

Marriott International, Inc. Class A

110

5,207

McDonald's Corp.

450

12,177

MGM Mirage, Inc. (a)

170

5,093

27,382

Household Durables - 2.7%

Black & Decker Corp.

130

5,130

Clayton Homes, Inc.

350

5,502

D.R. Horton, Inc.

100

2,270

Fortune Brands, Inc.

160

6,138

Leggett & Platt, Inc.

100

2,203

The Stanley Works

70

2,932

Whirlpool Corp.

140

8,750

32,925

Leisure Equipment & Products - 0.5%

Mattel, Inc.

300

5,676

Media - 5.8%

AT&T Corp. - Liberty Media Group
Class A (a)

1,070

18,714

Dow Jones & Co., Inc.

70

4,180

E.W. Scripps Co. Class A

240

16,560

Gannett Co., Inc.

60

3,954

Interpublic Group of Companies, Inc.

140

4,109

McGraw-Hill Companies, Inc.

40

2,646

News Corp. Ltd. sponsored ADR

310

11,517

NTL, Inc. (a)

380

4,579

The New York Times Co. Class A

120

5,040

71,299

Multiline Retail - 0.5%

Costco Wholesale Corp. (a)

20

839

The May Department Stores Co.

140

4,796

5,635

Specialty Retail - 1.2%

Gap, Inc.

420

12,180

Pier 1 Imports, Inc.

250

2,875

15,055

Shares

Value (Note 1)

Textiles & Apparel - 0.4%

Jones Apparel Group, Inc. (a)

120

$ 5,184

TOTAL CONSUMER DISCRETIONARY

185,381

CONSUMER STAPLES - 7.1%

Beverages - 2.0%

The Coca-Cola Co.

550

24,750

Food Products - 0.7%

McCormick & Co., Inc. (non-vtg.)

110

4,622

Wm. Wrigley Jr. Co.

100

4,685

9,307

Household Products - 2.3%

Kimberly-Clark Corp.

510

28,509

Personal Products - 2.1%

Avon Products, Inc.

250

11,570

Gillette Co.

480

13,915

25,485

TOTAL CONSUMER STAPLES

88,051

ENERGY - 7.5%

Energy Equipment & Services - 0.3%

Schlumberger Ltd. (NY Shares)

80

4,212

Oil & Gas - 7.2%

Chevron Corp.

190

17,195

Conoco, Inc. Class B

360

10,404

Exxon Mobil Corp.

570

49,790

Occidental Petroleum Corp.

310

8,243

Phillips Petroleum Co.

50

2,850

88,482

TOTAL ENERGY

92,694

FINANCIALS - 21.0%

Banks - 15.5%

Banknorth Group, Inc.

120

2,701

Charter One Financial, Inc.

150

4,785

City National Corp.

100

4,429

Fifth Third Bancorp

100

6,035

First Tennessee National Corp.

150

5,207

First Union Corp.

200

6,988

FleetBoston Financial Corp.

410

16,175

Hibernia Corp. Class A

150

2,670

Mellon Financial Corp.

1,260

57,947

Pacific Century Financial Corp.

210

5,416

PNC Financial Services Group, Inc.

840

55,264

Popular, Inc.

160

5,192

SouthTrust Corp.

220

5,720

Synovus Financial Corp.

170

5,335

Trustmark Corp.

180

3,870

U.S. Bancorp

200

4,558

192,292

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - 3.9%

Charles Schwab Corp.

1,740

$ 26,622

Citigroup, Inc.

100

5,284

Morgan Stanley Dean Witter & Co.

250

16,058

47,964

Insurance - 0.9%

Allstate Corp.

100

4,399

Conseco, Inc.

480

6,552

10,951

Real Estate - 0.7%

Equity Office Properties Trust

280

8,856

TOTAL FINANCIALS

260,063

HEALTH CARE - 3.2%

Biotechnology - 0.2%

Serologicals Corp. (a)

120

2,550

Health Care Equipment & Supplies - 1.1%

Becton, Dickinson & Co.

160

5,726

Guidant Corp. (a)

220

7,920

13,646

Health Care Providers & Services - 0.1%

Owens & Minor, Inc.

50

950

Pharmaceuticals - 1.8%

American Home Products Corp.

150

8,766

Merck & Co., Inc.

100

6,391

Pharmacia Corp.

150

6,893

22,050

TOTAL HEALTH CARE

39,196

INDUSTRIALS - 17.9%

Aerospace & Defense - 1.4%

Lockheed Martin Corp.

430

15,932

Raytheon Co.

50

1,328

17,260

Air Freight & Couriers - 0.5%

United Parcel Service, Inc. Class B

100

5,780

Airlines - 1.5%

Delta Air Lines, Inc.

310

13,665

Northwest Airlines Corp. (a)

200

4,730

18,395

Building Products - 1.5%

Masco Corp.

620

15,475

York International Corp.

80

2,802

18,277

Commercial Services & Supplies - 2.7%

Avery Dennison Corp.

210

10,721

Cendant Corp. (a)

380

7,410

Shares

Value (Note 1)

Ecolab, Inc.

130

$ 5,326

Pitney Bowes, Inc.

230

9,688

33,145

Electrical Equipment - 0.5%

Hubbell, Inc. Class B

190

5,510

Molex, Inc. Class A (non-vtg.)

50

1,473

6,983

Industrial Conglomerates - 0.9%

Textron, Inc.

210

11,558

Machinery - 7.2%

Circor International, Inc.

50

903

Deere & Co.

120

4,542

Dover Corp.

130

4,895

Eaton Corp.

120

8,412

Flowserve Corp. (a)

250

7,688

Illinois Tool Works, Inc.

190

12,027

Ingersoll-Rand Co.

110

4,532

Navistar International Corp. (a)

890

25,036

PACCAR, Inc.

150

7,671

Pall Corp.

220

5,177

Parker-Hannifin Corp.

50

2,122

Pentair, Inc.

100

3,380

SPX Corp. (a)

20

2,504

88,889

Road & Rail - 1.7%

Burlington Northern Santa Fe Corp.

210

6,336

Norfolk Southern Corp.

320

6,624

Swift Transportation Co., Inc. (a)

200

3,826

Werner Enterprises, Inc.

210

4,612

21,398

TOTAL INDUSTRIALS

221,685

INFORMATION TECHNOLOGY - 7.1%

Communications Equipment - 1.4%

Cisco Systems, Inc. (a)

150

2,906

Corning, Inc.

350

5,849

JDS Uniphase Corp. (a)

150

1,977

Motorola, Inc.

310

5,134

Tellabs, Inc. (a)

50

933

16,799

Electronic Equipment & Instruments - 2.5%

Amphenol Corp. Class A (a)

60

2,403

SCI Systems, Inc. (a)

745

18,998

Solectron Corp. (a)

330

6,039

Thermo Electron Corp. (a)

190

4,184

31,624

Semiconductor Equipment & Products - 3.2%

Altera Corp. (a)

100

2,966

Analog Devices, Inc. (a)

100

4,325

Atmel Corp. (a)

150

1,943

Cypress Semiconductor Corp. (a)

340

8,109

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Kulicke & Soffa Industries, Inc. (a)

125

$ 2,125

National Semiconductor Corp. (a)

375

10,920

Texas Instruments, Inc.

160

5,040

Xilinx, Inc. (a)

100

4,205

39,633

TOTAL INFORMATION TECHNOLOGY

88,056

MATERIALS - 6.7%

Chemicals - 3.5%

Air Products & Chemicals, Inc.

120

5,490

Dow Chemical Co.

320

10,640

E.I. du Pont de Nemours and Co.

390

18,814

Praxair, Inc.

130

6,110

Valspar Corp.

50

1,775

42,829

Construction Materials - 0.4%

Vulcan Materials Co.

100

5,375

Containers & Packaging - 0.2%

Packaging Corp. of America (a)

150

2,330

Metals & Mining - 1.6%

Newmont Mining Corp.

320

5,955

Nucor Corp.

70

3,422

Phelps Dodge Corp.

110

4,565

Quanex Corp.

230

5,957

19,899

Paper & Forest Products - 1.0%

Boise Cascade Corp.

100

3,517

Wausau-Mosinee Paper Corp.

520

6,703

Westvaco Corp.

100

2,429

12,649

TOTAL MATERIALS

83,082

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

ALLTEL Corp.

50

3,063

BellSouth Corp.

570

22,954

26,017

UTILITIES - 4.0%

Electric Utilities - 2.6%

American Electric Power Co., Inc.

300

13,851

Northeast Utilities

100

2,075

Southern Co.

490

11,393

Wisconsin Energy Corp.

200

4,754

32,073

Shares

Value (Note 1)

Gas Utilities - 0.9%

KeySpan Corp.

130

$ 4,742

Sempra Energy

220

6,015

10,757

Multi-Utilities - 0.2%

Utilicorp United, Inc.

100

3,055

Water Utilities - 0.3%

American Water Works, Inc.

130

4,286

TOTAL UTILITIES

50,171

TOTAL COMMON STOCKS

(Cost $1,142,096)

1,134,396

Convertible Preferred Stocks - 0.7%

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.7%

Raytheon Co. $4.12
(Cost $8,952)

170

8,266

Cash Equivalents - 10.3%

Fidelity Cash Central Fund, 4.09% (b)
(Cost $128,066)

128,066

128,066

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $1,279,114)

1,270,728

NET OTHER ASSETS - (2.6)%

(32,529)

NET ASSETS - 100%

$ 1,238,199

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,178,870 and $25,745, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $18 for the period.

Income Tax Information

At June 30, 2001, the aggregate cost of investment securities for income tax purposes was $1,279,114. Net unrealized depreciation aggregated $8,386, of which $33,380 related to appreciated investment securities and $41,766 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Value Portfolio

Fidelity Variable Insurance Products: Value Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2001 (Unaudited)

Assets

Investment in securities, at value
(cost $1,279,114) -
See accompanying schedule

$ 1,270,728

Receivable for fund shares sold

36,135

Dividends receivable

1,096

Interest receivable

90

Receivable from investment adviser for expense reductions

20,374

Total assets

1,328,423

Liabilities

Payable to custodian bank

$ 10,782

Payable for investments purchased

61,552

Distribution fees payable

116

Other payables and
accrued expenses

17,774

Total liabilities

90,224

Net Assets

$ 1,238,199

Net Assets consist of:

Paid in capital

$ 1,248,008

Undistributed net investment income

653

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,076)

Net unrealized appreciation (depreciation) on investments

(8,386)

Net Assets

$ 1,238,199

Initial Class:
Net Asset Value, offering price
and redemption price per share
($297,145
÷ 30,001 shares)

$9.90

Service Class:
Net Asset Value, offering price and
redemption price per share
($373,630
÷ 37,729 shares)

$9.90

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($567,424
÷ 57,310 shares)

$9.90

Statement of Operations

May 9, 2001 (commencement of operations) to June 30, 2001 (Unaudited)

Investment Income

Dividends

$ 2,209

Interest

842

Total income

3,051

Expenses

Management fee

$ 839

Transfer agent fees

111

Distribution fees

191

Accounting fees and expenses

8,409

Custodian fees and expenses

2,884

Audit

10,861

Total expenses before reductions

23,295

Expense reductions

(20,897)

2,398

Net investment income

653

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
investment securities

(2,076)

Change in net unrealized appreciation (depreciation) on investment securities

(8,386)

Net gain (loss)

(10,462)

Net increase (decrease) in net assets resulting from operations

$ (9,809)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Variable Insurance Products: Value Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

May 9, 2001 (commencement
of operations) to June 30, 2001
(Unaudited)

Operations
Net investment income

$ 653

Net realized gain (loss)

(2,076)

Change in net unrealized appreciation (depreciation)

(8,386)

Net increase (decrease) in net assets resulting from operations

(9,809)

Share transactions - net increase (decrease)

1,248,008

Total increase (decrease) in net assets

1,238,199

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $653)

$ 1,238,199

Other Information:

Six months ended June 30, 2001
(Unaudited)
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

37,731

$ 376,442

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

37,729

$ 376,422

Service Class 2
Sold

57,312

$ 571,598

Reinvested

-

-

Redeemed

(2)

(20)

Net increase (decrease)

57,310

$ 571,578

A Share transactions are for the period May 9, 2001 (commencement of operations) to June 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Value Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 297

Ratio of expenses to average net assets before expense reductions

15.58% A, G

Ratio of expenses to average net assets after voluntary waivers

1.50% A

Ratio of expenses to average net assets after all expense reductions

1.48% A, F

Ratio of net investment income to average net assets

.57% A

Portfolio turnover rate

17% A

Financial Highlights - Service Class

Six months ended June 30, 2001 E

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(.11)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 374

Ratio of expenses to average net assets before expense reductions

15.68% A, G

Ratio of expenses to average net assets after voluntary waivers

1.60% A

Ratio of expenses to average net assets after all expense reductions

1.59% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

17% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period May 9, 2001 (commencement of operations) to June 30, 2001.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2001 D

Selected Per-Share Data

(Unaudited)

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income G

.00

Net realized and unrealized gain (loss)

(.10)

Total from investment operations

(.10)

Net asset value, end of period

$ 9.90

Total Return B, C

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 567

Ratio of expenses to average net assets before expense reductions

15.83% A, F

Ratio of expenses to average net assets after voluntary waivers

1.75% A

Ratio of expenses to average net assets after all expense reductions

1.74% A, E

Ratio of net investment income to average net assets

.32% A

Portfolio turnover rate

17% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period May 9, 2001 (commencement of operations) to June 30, 2001.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F The annualized expense ratio before expense reductions reflects certain fixed expenses and may not be representative of full period ratios.

G Net investment income per share has been calculated based on average shares outstanding during the period.

See accompanying notes which are an integral part of the financial statements.

Value Portfolio

Notes to Financial Statements

For the period ended June 30, 2001 (Unaudited)

1. Significant Accounting Policies.

Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, Overseas Portfolio, and Value Portfolio (the funds) are funds of Variable Insurance Products Fund. Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio (the funds) are funds of Variable Insurance Products Fund II. Aggressive Growth Portfolio, Balanced Portfolio, Dynamic Capital Appreciation Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, and Mid Cap 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 offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation. Each class of the funds calculates its net asset value per share as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Balanced and High Income Portfolios. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Aggressive Growth, Asset Manager, Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Index 500, Mid Cap and Value Portfolios - continued

primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund, except for Value Portfolio, is not subject to income taxes to the extent that it distributes all of its taxable income for the fiscal year. Value Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information, if any, regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, High Income, Index 500, Investment Grade Bond, Mid Cap, Overseas, and Value Portfolios. 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 ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Under (over) distributions of net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the funds, as applicable, adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the funds, but resulted in an increase or (decrease) to cost of securities held and accumulated net undistributed realized gain (loss) based on securities held by the funds on January 1, 2001:

Fund

Cost of Securities/
Accumulated
gain (loss)

Asset Manager

$ (6,793,248)

Asset Manager: Growth

$ 283,128

Balanced

$ (26,257)

Equity-Income

$ 137,981

High Income

$ 13,869,788

Investment Grade Bond

$ (627,119)

The effect of this change during the period resulted in an increase or (decrease) in net investment income (loss), net unrealized appreciation/depreciation, and net realized gain (loss) as shown below. The Statement of Changes in net assets and financial highlights for the prior periods have not been restated to reflect this change in presentation.

Fund

Net investment
income (loss)

Net unrealized
appreciation/
depreciation

Net realized gain (loss)

Aggressive Growth

$ 18,210

$ (14,931)

$ (3,279)

High Income

$ 13,587,542

$ (7,074,645)

$ (6,512,897)

Investment Grade Bond

$ (618,280)

$ 539,588

$ 78,692

2. Operating Policies.

Foreign Currency Contracts. Certain funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Delayed Delivery Transactions and When-Issued Securities. Each fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Each fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in each applicable fund's Statements of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock markets and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of each applicable fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. Certain funds may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, from January 1, 2001 to April 30, 2001, as the fund's investment adviser, FMR received a monthly fee that was calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee ("prior contract"). The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate was .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee.

The income-based fee was added only when the fund's gross yield exceeded 5%. At that time the income-based fee would have equaled 6% of that portion of the fund's gross income that represented a gross yield of more than 5% per year. The maximum income-based component was .24% of average net assets.

On May 1, 2001, a new management fee contract ("present contract") took effect. FMR has voluntarily agreed to limit the fund's management fee to the lesser of the amount that is paid under the present contract or the prior contract for a period of six months beginning on May 1, 2001. Under the present contract the management fee rate is calculated on the basis of the group fee rate plus a total income-based component, which is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The minimum income-based component is .05% of average net assets (at a fund annualized gross yield of 0%), and the maximum income-based component is .27% of average net assets (at a fund annualized gross yield of 15% or more). The individual fund fee rate has been eliminated. The income-based portion of this fee was equal to $416,664, or an annualized rate of .03% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the High Income and Investment Grade Bond Portfolios and .2167% to .5200% for the period for the Aggressive Growth, Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Equity-Income, Growth, Growth & Income, Growth Opportunities, Mid Cap, Overseas and Value Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .35% for Aggressive Growth Portfolio, .30% for Asset Manager: Growth, Contrafund, Dynamic Capital Appreciation, Growth, Growth Opportunities, Investment Grade Bond, Mid Cap and Value Portfolios, .25% for Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

Aggressive Growth

.63%

Asset Manager

.53%

Asset Manager: Growth

.58%

Balanced

.43%

Contrafund

.58%

Dynamic Capital Appreciation

.58%

Equity-Income

.48%

Growth

.58%

Growth & Income

.48%

Growth Opportunities

.58%

High Income

.58%

Index 500

.24%

Investment Grade Bond

.43%

Mid Cap

.58%

Money Market

.19%

Overseas

.73%

Value

.57%

Sub-Adviser Fee. FMR Co., Inc. (FMRC) serves as sub-adviser for the funds except Money Market and Investment Grade Bond Portfolios. FMRC is an affiliate of FMR and receives a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the funds' assets that are managed by FMRC.

FMR, on behalf of Overseas Portfolio, has also entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have also entered into a sub-advisory agreement with Deutsche Asset Management Inc. (DAMI). DAMI receives a sub-advisory fee from FMR for providing investment management services to the fund. For these services, FMR pays DAMI fees at an annual rate of 0.006% of the fund's average net assets. Prior to May 1, 2001, Bankers Trust Company (Bankers Trust) was serving as sub-adviser of the fund. Under a separate custodian agreement, Bankers Trust receives a fee for providing custodial services to the fund. Bankers Trust and DAMI are both wholly owned subsidiaries of Deutsche Bank AG. All personnel currently employed by DAMI in managing the fund were employed by Bankers Trust in substantially the same capacity.

Under a separate securities lending agreement with Bankers Trust, the fund receives at least 75% (70% prior to January 1, 2001) of net income from the securities lending program. Bankers Trust retains no more than 25% (30% prior to January 1, 2001) of net income under this agreement. For the period, Bankers Trust retained $123,874.

As Money Market and Investment Grade Bond Portfolios' investment sub-adviser, Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which were reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Aggressive Growth

Service Class

$ 379

Service Class 2

2,412

$ 2,791

Asset Manager

Service Class

$ 15,200

Service Class 2

7,667

$ 22,867

Asset Manager: Growth

Service Class

$ 5,794

Service Class 2

5,107

$ 10,901

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

Balanced

Service Class

$ 13,402

Service Class 2

9,526

$ 22,928

Contrafund

Service Class

$ 591,618

Service Class 2

126,395

$ 718,013

Dynamic Capital Appreciation

Service Class

$ 415

Service Class 2

2,669

$ 3,084

Equity-Income

Service Class

$ 341,695

Service Class 2

92,560

$ 434,255

Growth

Service Class

$ 883,759

Service Class 2

105,785

$ 989,544

Growth & Income

Service Class

$ 113,188

Service Class 2

23,842

$ 137,030

Growth Opportunities

Service Class

$ 158,653

Service Class 2

40,250

$ 198,903

High Income

Service Class

$ 127,380

Service Class 2

10,014

$ 137,394

Index 500

Service Class

$ 75

Service Class 2

9,474

$ 9,549

Investment Grade Bond

Service Class

$ 54

Service Class 2

2,837

$ 2,891

Mid Cap

Service Class

$ 142,226

Service Class 2

120,908

$ 263,134

Money Market

Service Class

$ 41

Service Class 2

2,455

$ 2,496

Overseas

Service Class

$ 138,038

Service Class 2

20,717

$ 158,755

Value

Service Class

$ 44

Service Class 2

147

$ 191

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 account fees and asset-based fees that vary according to account size and type of account. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Aggressive Growth

Initial Class

$ 209

Service Class

291

Service Class 2

782

$ 1,282

Asset Manager

Initial Class

$ 1,282,256

Service Class

10,363

Service Class 2

2,241

$ 1,294,860

Asset Manager: Growth

Initial Class

$ 147,243

Service Class

4,017

Service Class 2

1,544

$ 152,804

Balanced

Initial Class

$ 84,007

Service Class

8,937

Service Class 2

2,862

$ 95,806

Contrafund

Initial Class

$ 2,499,038

Service Class

390,645

Service Class 2

35,694

$ 2,925,377

Dynamic Capital Appreciation

Initial Class

$ 83

Service Class

335

Service Class 2

806

$ 1,224

Equity-Income

Initial Class

$ 3,244,128

Service Class

227,602

Service Class 2

27,445

$ 3,499,175

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 4,523,970

Service Class

580,899

Service Class 2

29,925

$ 5,134,794

Growth & Income

Initial Class

$ 313,541

Service Class

75,436

Service Class 2

6,552

$ 395,529

Growth Opportunities

Initial Class

$ 270,021

Service Class

104,054

Service Class 2

12,156

$ 386,231

High Income

Initial Class

$ 489,638

Service Class

85,855

Service Class 2

3,532

$ 579,025

Index 500

Initial Class

$ 1,264,947

Service Class

305

Service Class 2

3,317

$ 1,268,569

Investment Grade Bond

Initial Class

$ 304,526

Service Class

36

Service Class 2

1,496

$ 306,058

Mid Cap

Initial Class

$ 186,767

Service Class

94,567

Service Class 2

33,490

$ 314,824

Money Market

Initial Class

$ 816,589

Service Class

34

Service Class 2

1,556

$ 818,179

Overseas

Initial Class

$ 677,203

Service Class

91,800

Service Class 2

6,119

$ 775,122

Value

Initial Class

$ 32

Service Class

33

Service Class 2

46

$ 111

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM. These funds (collectively referred to as the "Central Funds") are only available to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Securities Lending Cash Central Fund and the Fidelity Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

from, or lend money to, other participating funds. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. 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. 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. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on each applicable fund's Statement of Assets and Liabilities.

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. Information regarding each applicable fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

8. Expense Reductions.

FMR agreed to reimburse certain funds to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Aggressive Growth

Initial Class

1.50%

$ 5,984

Service Class

1.60%

8,136

Service Class 2

1.75%

20,961

$ 35,081

Dynamic Capital
Appreciation

Initial Class

1.50%

$ 3,431

Service Class

1.60%

11,508

Service Class 2

1.75%

29,626

$ 44,565

Index 500

Initial Class

.28%

$ 1,087,061

Service Class

.38%

298

Service Class 2

.53%

2,974

$ 1,090,333

Value

Initial Class

1.50%

$ 6,103

Service Class

1.60%

6,312

Service Class 2

1.75%

8,462

$ 20,877

Certain security trades were directed to brokers who paid a portion of certain funds' expenses. In addition through arrangements with certain funds' custodian, credits realized as a result of uninvested cash balances were used to reduce the funds' expenses. All of the applicable expense reductions are noted in the table below.

Directed
Brokerage

Custody
expense
reduction

Aggressive Growth

$ 841

$ 95

Asset Manager

48,537

8,373

Asset Manager: Growth

827

1,644

Balanced

23,314

20

Contrafund

2,445,911

10,188

Dynamic Capital
Appreciation

1,164

67

Equity-Income

756,837

682

Growth

3,112,854

1,356

Growth & Income

116,328

380

Growth Opportunities

206,105

-

High Income

41,643

5,946

Index 500

-

23,773

Investment Grade Bond

-

3,277

Mid Cap

273,940

4,714

Overseas

661,848

39

Value

-

20

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest


FILI

Unaffiliated Insurance Companies

Fund

% of Ownership

# of

% Ownership

Aggressive Growth

81%

1

19%

Asset Manager

20%

1

20%

Asset Manager: Growth

63%

-

-

Balanced

41%

1

45%

Contrafund

18%

2

32%

Dynamic Capital
Appreciation

16%

1

77%

Equity-Income

13%

1

28%

Growth

13%

1

27%

Growth & Income

34%

4

54%

Growth Opportunities

14%

1

61%

High Income

12%

2

60%

Index 500

29%

-

-

Investment Grade Bond

47%

-

-

Mid Cap

52%

1

21%

Money Market

61%

-

-

Overseas

12%

1

33%

Value

80%

1

20%

10. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of each applicable fund's Schedule of Investments.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

24,776,348,518.30

92.680

Against

448,126,395.47

1.677

Abstain

1,508,636,275.13

5.643

TOTAL

26,733,111,188.90

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

24,496,494,437.66

91.634

Against

707,781,202.09

2.647

Abstain

1,528,835,549.15

5.719

TOTAL

26,733,111,188.90

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

26,118,185,004.24

97.700

Withheld

614,926,184.66

2.300

TOTAL

26,733,111,188.90

100.000

Ralph F. Cox

Affirmative

26,095,601,985.58

97.615

Withheld

637,509,203.32

2.385

TOTAL

26,733,111,188.90

100.000

Phyllis Burke Davis

Affirmative

26,083,791,943.91

97.571

Withheld

649,319,244.99

2.429

TOTAL

26,733,111,188.90

100.000

Robert M. Gates

Affirmative

26,102,950,511.88

97.643

Withheld

630,160,677.02

2.357

TOTAL

26,733,111,188.90

100.000

Abigail P. Johnson

Affirmative

26,037,276,918.63

97.397

Withheld

695,834,270.27

2.603

TOTAL

26,733,111,188.90

100.000

Edward C. Johnson 3d

Affirmative

26,080,170,223.36

97.558

Withheld

652,940,965.54

2.442

TOTAL

26,733,111,188.90

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

26,106,883,271.10

97.657

Withheld

626,227,917.80

2.343

TOTAL

26,733,111,188.90

100.000

Marie L. Knowles

Affirmative

26,112,825,107.54

97.680

Withheld

620,286,081.36

2.320

TOTAL

26,733,111,188.90

100.000

Ned C. Lautenbach

Affirmative

26,118,368,287.41

97.700

Withheld

614,742,901.49

2.300

TOTAL

26,733,111,188.90

100.000

Peter S. Lynch

Affirmative

26,123,601,514.95

97.720

Withheld

609,509,673.95

2.280

TOTAL

26,733,111,188.90

100.000

William O. McCoy

Affirmative

26,111,093,172.07

97.673

Withheld

622,018,016.83

2.327

TOTAL

26,733,111,188.90

100.000

Marvin L. Mann

Affirmative

26,109,956,160.87

97.669

Withheld

623,155,028.03

2.331

TOTAL

26,733,111,188.90

100.000

Robert C. Pozen

Affirmative

26,115,314,548.99

97.689

Withheld

617,796,639.91

2.311

TOTAL

26,733,111,188.90

100.000

William S. Stavropoulos

Affirmative

26,080,088,758.45

97.557

Withheld

653,022,430.45

2.443

TOTAL

26,733,111,188.90

100.000

PROPOSAL 4

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the funds.

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,497,318,391.00

93.981

Against

77,361.216.10

0.970

Abstain

402,778,316.67

5.049

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

12,316,328,775.38

93.637

Against

169,867,253.30

1.291

Abstain

667,144,656.23

5.072

TOTAL

13,153,340,684.91

100.000

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,680,073,979.22

94.189

Against

16,137,221.51

0.904

Abstain

87,524,110.83

4.907

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,755,221,728.54

92.794

Against

47,789,969.62

2.527

Abstain

88,510,226.64

4.679

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,815,569,546.71

94.215

Against

25,464,262.95

1.321

Abstain

86,021,534.20

4.464

TOTAL

1,927,055,343.86

100.000

PROPOSAL 5

To approve an amended management contract for Money Market Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,590,382,646.57

84.080

Against

199,914,788.57

10.569

Abstain

101,224,489.66

5.351

TOTAL

1,891,521,924.80

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,639,349,558.52

91.905

Against

37,872,449.53

2.124

Abstain

106,513,303.51

5.971

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,775,689,405.28

92.145

Against

44,179,285.29

2.293

Abstain

107,186,653.29

5.562

TOTAL

1,927,055,343.86

100.000

PROPOSAL 7

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. for High Income Portfolio and Overseas Portfolio.

High Income

# of
Votes Cast

% of
Votes Cast

Affirmative

1,633,310,950.92

91.567

Against

40,844,607.29

2.290

Abstain

109,579,753.35

6.143

TOTAL

1,783,735,311.56

100.000

Overseas

Affirmative

1,774,000,083.53

92.058

Against

45,297,103.43

2.350

Abstain

107,758,156.90

5.592

TOTAL

1,927,055,343.86

100.000

PROPOSAL 8

To approve an amended sub-advisory agreement with Fidelity International Investment Advisors (FIIA) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,774,591,133.57

92.088

Against

44,316,720.04

2.300

Abstain

108,147,490.25

5.612

TOTAL

1,927,055,343.86

100.000

PROPOSAL 9

To approve an amended sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity International Investment Advisors U.K. Limited (FIIA(U.K.)L) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,771,807,754.08

91.944

Against

44,657,180.60

2.317

Abstain

110,590,409.18

5.739

TOTAL

1,927,055,343.86

100.000

PROPOSAL 10

To approve a new sub-subadvisory agreement between Fidelity International Investment Advisors (FIIA) and Fidelity Investments Japan Limited (FIJ) for Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,770,295,043.97

91.865

Against

45,881,834.47

2.381

Abstain

110,878,465.42

5.754

TOTAL

1,927,055,343.86

100.000

PROPOSAL 11

To eliminate a fundamental policy of High Income Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,611,599,844.60

90.350

Against

54,953,711.11

3.081

Abstain

117,181,755.85

6.569

TOTAL

1,783,735,311.56

100.000

PROPOSAL 12

To eliminate a fundamental investment policy of Overseas Portfolio.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,726,857,388.38

89.611

Against

83,196,273.38

4.317

Abstain

117,001,682.10

6.072

TOTAL

1,927,055,343.86

100.000

PROPOSAL 13

To amend each fund's fundamental investment limitation concerning underwriting.

Equity-Income

# of
Votes Cast

% of
Votes Cast

Affirmative

7,219,642,201.23

90.501

Against

224,780,987.56

2.817

Abstain

533,034,734.98

6.682

TOTAL

7,977,457,923.77

100.000

Growth

Affirmative

11,858,503,060.05

90.156

Against

395,382,780.56

3.006

Abstain

899,454,844.30

6.838

TOTAL

13,153,340,684.91

100.000

High Income

Affirmative

1,623,823,177.31

91.035

Against

45,798,458.68

2.568

Abstain

114,113,675.57

6.397

TOTAL

1,783,735,311.56

100.000

Money Market

Affirmative

1,657,386,964.61

87.622

Against

102,466,078.06

5.417

Abstain

131,668,882.13

6.961

TOTAL

1,891,521,924.80

100.000

Overseas

Affirmative

1,759,986,437.38

91.330

Against

51,725,023.93

2.685

Abstain

115,343,882.55

5.985

TOTAL

1,927,055,343.86

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Proxy Voting Results

A special meeting of the Variable Insurance Products Fund II shareholders was held on March 29, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

14,308,823,743.47

92.057

Against

258,325,621.27

1.662

Abstain

976,343,698.91

6.281

TOTAL

15,543,493,063.65

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

14,121,087,660.81

90.849

Against

418,368,837.43

2.691

Abstain

1,004,036,565.41

6.460

TOTAL

15,543,493,063.65

100.000

PROPOSAL 3

To elect the 14 nominees specified below as Trustees:*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

15,154,409,605.27

97.497

Withheld

389,083,458.38

2.503

TOTAL

15,543,493,063.65

100.000

Ralph F. Cox

Affirmative

15,129,005,401.07

97.333

Withheld

414,487,662.58

2.667

TOTAL

15,543,493,063.65

100.000

Phyllis Burke Davis

Affirmative

15,129,404,134.81

97.336

Withheld

414,088,928.84

2.664

TOTAL

15,543,493,063.65

100.000

Robert M. Gates

Affirmative

15,147,044,856.90

97.449

Withheld

396,448,206.75

2.551

TOTAL

15,543,493,063.65

100.000

Abigail P. Johnson

Affirmative

15,114,183,093.39

97.238

Withheld

429,309,970.26

2.762

TOTAL

15,543,493,063.65

100.000

Edward C. Johnson 3d

Affirmative

15,120,517,923.39

97.279

Withheld

422,975,140.26

2.721

TOTAL

15,543,493,063.65

100.000

# of
Votes Cast

% of
Votes Cast

Donald J. Kirk

Affirmative

15,146,564,785.62

97.446

Withheld

396,928,278.03

2.554

TOTAL

15,543,493,063.65

100.000

Marie L. Knowles

Affirmative

15,155,243,168.95

97.502

Withheld

388,249,894.70

2.498

TOTAL

15,543,493,063.65

100.000

Ned C. Lautenbach

Affirmative

15,158,046,761.05

97.520

Withheld

385,446,302.60

2.480

TOTAL

15,543,493,063.65

100.000

Peter S. Lynch

Affirmative

15,158,407,202.15

97.523

Withheld

385,085,861.50

2.477

TOTAL

15,543,493,063.65

100.000

William O. McCoy

Affirmative

15,148,976,308.20

97.462

Withheld

394,516,755.45

2.538

TOTAL

15,543,493,063.65

100.000

Marvin L. Mann

Affirmative

15,142,548,326.72

97.420

Withheld

400,944,736.93

2.580

TOTAL

15,543,493,063.65

100.000

Robert C. Pozen

Affirmative

15,153,117,320.84

97.488

Withheld

390,375,742.81

2.512

TOTAL

15,543,493,063.65

100.000

William S. Stavropoulos

Affirmative

15,130,986,737.33

97.346

Withheld

412,506,326.32

2.654

TOTAL

15,543,493,063.65

100.000

PROPOSAL 4

To ratify the selection of Deloitte & Touche LLP as independent accountants of the funds.

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

3,060,681,053.44

94.072

Against

35,328,863.78

1.086

Abstain

157,538,872.95

4.842

TOTAL

3,253,548,790.17

100.000

Asset Manager: Growth

Affirmative

440,641,516.41

93.601

Against

5,392,115.32

1.145

Abstain

24,732,891.40

5.254

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

7,114,852.833.17

93.516

Against

92,412,542.24

1.215

Abstain

400,889,201.69

5.269

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

504,082,312.84

93.996

Against

4,125,071.29

0.770

Abstain

28,070,448.39

5.234

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,417,545,931.25

93.001

Against

43,666,408.24

1.188

Abstain

213,533,001.24

5.811

TOTAL

3,674,745,340.73

100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

430,988,304.92

91.550

Against

10,388,837.55

2.207

Abstain

29,389,380.66

6.243

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,926,624.148.24

91.042

Against

180,196,437.21

2.369

Abstain

501,333,991.65

6.589

TOTAL

7,608,154,577.10

100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for Asset Manager: Growth Portfolio and Contrafund Portfolio.

Asset Manager: Growth

# of
Votes Cast

% of
Votes Cast

Affirmative

428,853,207.43

91.097

Against

11,313,645.79

2.403

Abstain

30,599,669.91

6.500

TOTAL

470,766,523.13

100.000

Contrafund

# of
Votes Cast

% of
Votes Cast

Affirmative

6,909,145,220.22

90.812

Against

186,008,241.69

2.445

Abstain

513,001,115.19

6.743

TOTAL

7,608,154,577.10

100.000

PROPOSAL 7

To amend each fund's fundamental investment limitation concerning underwriting.

Asset Manager

# of
Votes Cast

% of
Votes Cast

Affirmative

2,968,079,117.59

91.226

Against

81,455,848.31

2.503

Abstain

204,013,824.27

6.271

TOTAL

3,253,548.790.17

100.000

Asset Manager: Growth

Affirmative

426,919,824.45

90.686

Against

11,428,106.44

2.428

Abstain

32,418,592.24

6.886

TOTAL

470,766,523.13

100.000

Contrafund

Affirmative

6,861,366,604.00

90.184

Against

218,857,539.69

2.877

Abstain

527,930,433.41

6.939

TOTAL

7,608,154,577.10

100.000

Investment Grade Bond

Affirmative

492,389,785.10

91.816

Against

8,802,410.80

1.642

Abstain

35,085,636.62

6.542

TOTAL

536,277,832.52

100.000

Index 500

Affirmative

3,311,716,844.12

90.121

Against

94,272,996.09

2.565

Abstain

268,755,500.52

7.314

TOTAL

3,674,745,340.73

100.000

*Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Deutsche Asset Management Inc.
Index 500 Portfolio

FMR Co., Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Equity-Income, Growth, Growth & Income, Growth
Opportunities, High Income, Index 500, Mid Cap, Overseas,
and Value Portfolios

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity Management & Research (Far East) Inc.
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Aggressive Growth, Asset Manager, Asset Manager: Growth,
Balanced, Contrafund, Dynamic Capital Appreciation,
Growth & Income, Growth Opportunities, High Income,
Mid Cap, Overseas, and Value Portfolios

Officers

Edward C. Johnson 3d, President

Abigail P. Johnson, Senior Vice President

Phillip L. Bullen, Vice President - Index 500 and
Overseas Portfolios

Dwight D. Churchill, Vice President - Investment Grade Bond
and Money Market Portfolios

Boyce I. Greer, Vice President - Money Market Portfolio

Bart A. Grenier, Vice President - Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
and Growth & Income Portfolios

Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond, and Money Market Portfolios

Robert A. Lawrence, Vice President - High Income Portfolio

David L. Murphy, Vice President - Investment Grade Bond Portfolio

Richard A. Spillane, Jr., Vice President - Aggressive Growth,
Contrafund, Dynamic Capital Appreciation, Growth, Growth
Opportunities, Mid Cap, and Value Portfolios

John Avery, Vice President - Balanced Portfolio

Barry J. Coffman, Vice President - High Income Portfolio

William Danoff, Vice President - Contrafund Portfolio

Bettina Doulton, Vice President - Growth Opportunities Portfolio

Robert Duby, Vice President - Money Market Portfolio

Stephen M. DuFour, Vice President - Value Portfolio

Kevin E. Grant, Vice President - Balanced and Investment
Grade Bond Portfolios

Richard R. Mace, Jr., Vice President - Overseas Portfolio

Charles S. Morrison II, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Mark J. Notkin, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Stephen R. Petersen, Vice President - Equity-Income Portfolio

Louis Salemy, Vice President - Growth & Income Portfolio

J. Fergus Shiel, Vice President - Dynamic Capital
Appreciation Portfolio

Steven J. Snider, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

John J. Todd, Vice President - Asset Manager and
Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Paul F. Maloney, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

William S. Stavropoulos * - funds of Variable Insurance
Products Fund and Variable Insurance Products Fund II

Advisory Board

Robert C. Pozen

William S. Stavropoulos - funds of Variable Insurance
Products Fund III

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Aggressive Growth,
Asset Manager, Asset Manager: Growth, Balanced,
Equity-Income, Growth & Income, and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation and Value Portfolios

* Independent trustees

VIPSC2-SANN-0801 141836
1.744747.101