N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3329

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

December 31

Date of reporting period:

June 30, 2003

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Equity-Income Portfolio

Semiannual Report

June 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Contents

Investment Summary

<Click Here>

A summary of the fund's investments at period end.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investment Summary

Top Five Stocks as of June 30, 2003

% of fund's
net assets

Citigroup, Inc.

3.1

Exxon Mobil Corp.

3.0

Fannie Mae

2.5

Bank of America Corp.

2.4

Total SA

2.2

13.2

Top Five Market Sectors as of June 30, 2003

% of fund's
net assets

Financials

29.0

Consumer Discretionary

12.4

Industrials

11.8

Energy

11.4

Health Care

7.7

Asset Allocation as of June 30, 2003

% of fund's net assets *

Stocks

97.7%

Bonds

1.5%

Short-Term Investments and Net Other Assets

0.8%



* Foreign investments

9.7%

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments June 30, 2003 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.6%

Automobiles - 0.3%

General Motors Corp.

628,100

$ 22,611,600

Hotels, Restaurants & Leisure - 1.7%

Hilton Hotels Corp.

366,700

4,690,093

Mandalay Resort Group

314,500

10,016,825

McDonald's Corp.

2,636,000

58,150,160

MGM MIRAGE (a)

1,243,570

42,505,223

Park Place Entertainment Corp. (a)

2,509,000

22,806,810

Six Flags, Inc. (a)

1,408,356

9,548,654

147,717,765

Household Durables - 1.3%

Black & Decker Corp.

595,500

25,874,475

Fortune Brands, Inc.

84,200

4,395,240

Maytag Corp.

829,320

20,251,994

Newell Rubbermaid, Inc.

1,000,400

28,011,200

Snap-On, Inc.

366,300

10,633,689

Whirlpool Corp.

377,700

24,059,490

113,226,088

Media - 5.3%

AOL Time Warner, Inc. (a)

7,015,850

112,885,027

Clear Channel Communications, Inc. (a)

1,358,300

57,578,337

Comcast Corp. Class A (a)

2,852,091

86,076,106

Liberty Media Corp. Class A (a)

2,193,776

25,360,051

News Corp. Ltd.:

ADR

234,034

7,084,209

sponsored ADR

303,867

7,602,752

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

1,243,903

16,767,812

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

2,413,218

105,361,098

Vivendi Universal SA sponsored ADR

717,200

13,225,168

Walt Disney Co.

1,532,100

30,258,975

462,199,535

Multiline Retail - 0.9%

Big Lots, Inc. (a)

1,028,756

15,472,494

Federated Department Stores, Inc.

749,900

27,633,815

Target Corp.

862,300

32,629,432

75,735,741

Specialty Retail - 2.0%

Charming Shoppes, Inc. (a)

1,290,400

6,413,288

Gap, Inc.

2,073,900

38,906,364

Home Depot, Inc.

589,900

19,537,488

Limited Brands, Inc.

2,528,000

39,184,000

Office Depot, Inc. (a)

1,235,500

17,927,105

RadioShack Corp.

1,296,800

34,118,808

Staples, Inc. (a)

1,198,562

21,993,613

178,080,666

Shares

Value (Note 1)

Textiles Apparel & Luxury Goods - 0.1%

Jones Apparel Group, Inc. (a)

422,100

$ 12,350,646

TOTAL CONSUMER DISCRETIONARY

1,011,922,041

CONSUMER STAPLES - 6.0%

Beverages - 0.4%

The Coca-Cola Co.

746,100

34,626,501

Food & Staples Retailing - 0.9%

Albertson's, Inc.

1,092,200

20,970,240

CVS Corp.

2,041,100

57,212,033

78,182,273

Food Products - 1.0%

Fresh Del Monte Produce, Inc.

544,388

13,985,328

Kraft Foods, Inc. Class A

752,900

24,506,895

Tyson Foods, Inc. Class A

1,161,000

12,329,820

Unilever PLC sponsored ADR

1,116,200

35,830,020

86,652,063

Household Products - 1.4%

Colgate-Palmolive Co.

466,300

27,022,085

Kimberly-Clark Corp.

1,273,400

66,395,076

Procter & Gamble Co.

319,400

28,484,092

The Dial Corp.

236,600

4,601,870

126,503,123

Personal Products - 1.2%

Gillette Co.

3,227,920

102,841,531

Tobacco - 1.1%

Altria Group, Inc.

1,980,200

89,980,288

Loews Corp. - Carolina Group

215,200

5,810,400

95,790,688

TOTAL CONSUMER STAPLES

524,596,179

ENERGY - 11.4%

Energy Equipment & Services - 2.5%

Baker Hughes, Inc.

1,593,600

53,497,152

BJ Services Co. (a)

520,145

19,432,617

Noble Corp. (a)

511,800

17,554,740

Schlumberger Ltd. (NY Shares)

2,713,900

129,100,223

219,584,732

Oil & Gas - 8.9%

Anadarko Petroleum Corp.

263,400

11,713,398

Apache Corp.

345,240

22,461,314

BP PLC sponsored ADR

2,530,242

106,320,769

ChevronTexaco Corp.

882,171

63,692,746

ConocoPhillips

553,070

30,308,236

Exxon Mobil Corp.

7,261,536

260,761,758

Royal Dutch Petroleum Co. (NY Shares)

1,910,300

89,058,186

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Total SA:

Series B

391,400

$ 59,336,241

sponsored ADR

1,724,096

130,686,477

774,339,125

TOTAL ENERGY

993,923,857

FINANCIALS - 28.3%

Capital Markets - 6.2%

Bank of New York Co., Inc.

3,033,500

87,213,125

Charles Schwab Corp.

3,853,600

38,882,824

Credit Suisse Group sponsored ADR

735,200

19,350,464

J.P. Morgan Chase & Co.

3,733,850

127,622,993

Janus Capital Group, Inc.

780,400

12,798,560

Lehman Brothers Holdings, Inc.

380,500

25,295,640

Mellon Financial Corp.

1,716,500

47,632,875

Merrill Lynch & Co., Inc.

1,658,000

77,395,440

Morgan Stanley

1,890,800

80,831,700

Nomura Holdings, Inc.

1,853,000

23,594,052

540,617,673

Commercial Banks - 8.2%

Bank of America Corp.

2,639,390

208,590,992

Bank One Corp.

2,487,438

92,482,945

Comerica, Inc.

926,900

43,100,850

FleetBoston Financial Corp.

1,850,700

54,984,297

Huntington Bancshares, Inc.

510,200

9,959,104

PNC Financial Services Group, Inc.

617,200

30,125,532

State Bank of India

463,175

3,834,342

U.S. Bancorp, Delaware

2,893,738

70,896,581

Wachovia Corp.

2,033,475

81,257,661

Wells Fargo & Co.

2,278,400

114,831,360

710,063,664

Consumer Finance - 1.4%

American Express Co.

2,231,496

93,298,848

MBNA Corp.

1,456,400

30,351,376

123,650,224

Diversified Financial Services - 3.5%

CIT Group, Inc.

1,371,500

33,807,475

Citigroup, Inc.

6,271,419

268,416,726

302,224,201

Insurance - 5.7%

ACE Ltd.

1,631,815

55,954,936

Allianz AG sponsored ADR

567,200

4,690,744

Allstate Corp.

1,459,600

52,034,740

American International Group, Inc.

3,301,250

182,162,975

Hartford Financial Services Group, Inc.

1,334,400

67,200,384

Lincoln National Corp.

95,000

3,384,850

Marsh & McLennan Companies, Inc.

364,500

18,615,015

MBIA, Inc.

241,300

11,763,375

The Chubb Corp.

634,000

38,040,000

Shares

Value (Note 1)

Travelers Property Casualty Corp.:

Class A

2,327,467

$ 37,006,725

Class B

622,257

9,812,993

UnumProvident Corp.

1,270,300

17,034,723

497,701,460

Real Estate - 0.4%

Equity Office Properties Trust

317,100

8,564,871

Equity Residential (SBI)

1,127,400

29,256,030

37,820,901

Thrifts & Mortgage Finance - 2.9%

Fannie Mae

3,241,000

218,573,040

Freddie Mac

717,900

36,447,783

255,020,823

TOTAL FINANCIALS

2,467,098,946

HEALTH CARE - 7.6%

Health Care Equipment & Supplies - 0.8%

Baxter International, Inc.

1,570,900

40,843,400

Becton, Dickinson & Co.

611,100

23,741,235

64,584,635

Health Care Providers & Services - 1.2%

HCA, Inc.

913,100

29,255,724

IMS Health, Inc.

1,455,099

26,177,231

McKesson Corp.

1,015,700

36,301,118

Tenet Healthcare Corp. (a)

1,266,700

14,757,055

106,491,128

Pharmaceuticals - 5.6%

Abbott Laboratories

857,000

37,502,320

Bristol-Myers Squibb Co.

3,292,400

89,388,660

Eli Lilly & Co.

338,800

23,367,036

Johnson & Johnson

1,137,600

58,813,920

Merck & Co., Inc.

2,458,700

148,874,285

Pfizer, Inc.

959,100

32,753,265

Roche Holding AG (participation certificate)

105,300

8,280,140

Schering-Plough Corp.

2,190,730

40,747,578

Wyeth

1,107,200

50,432,960

490,160,164

TOTAL HEALTH CARE

661,235,927

INDUSTRIALS - 11.7%

Aerospace & Defense - 2.6%

Boeing Co.

997,800

34,244,496

Bombardier, Inc. Class B (sub. vtg.)

1,053,500

3,572,114

Honeywell International, Inc.

3,013,825

80,921,201

Lockheed Martin Corp.

546,500

25,997,005

Northrop Grumman Corp.

451,500

38,959,935

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Aerospace & Defense - continued

Raytheon Co.

586,400

$ 19,257,376

United Technologies Corp.

379,520

26,881,402

229,833,529

Building Products - 0.5%

Masco Corp.

2,041,200

48,682,620

Commercial Services & Supplies - 0.6%

Viad Corp.

1,061,700

23,771,463

Waste Management, Inc.

1,286,100

30,982,149

54,753,612

Electrical Equipment - 0.4%

Emerson Electric Co.

421,400

21,533,540

Rockwell Automation, Inc.

498,300

11,879,472

33,413,012

Industrial Conglomerates - 3.2%

3M Co.

171,200

22,081,376

General Electric Co.

3,538,440

101,482,459

Hutchison Whampoa Ltd.

2,171,000

13,223,715

Siemens AG sponsored ADR

412,500

20,150,625

Textron, Inc.

879,800

34,329,796

Tyco International Ltd.

4,439,946

84,270,175

275,538,146

Machinery - 3.1%

Caterpillar, Inc.

968,200

53,890,012

Cummins, Inc.

126,500

4,540,085

Deere & Co.

435,050

19,881,785

Eaton Corp.

434,800

34,179,628

Illinois Tool Works, Inc.

353,600

23,284,560

Ingersoll-Rand Co. Ltd. Class A

1,467,444

69,439,450

Kennametal, Inc.

230,039

7,784,520

Navistar International Corp. (a)

265,900

8,676,317

Parker Hannifin Corp.

610,500

25,634,895

SPX Corp. (a)

337,400

14,865,844

Timken Co.

400,600

7,014,506

269,191,602

Road & Rail - 1.3%

Burlington Northern Santa Fe Corp.

2,245,600

63,864,864

Union Pacific Corp.

807,900

46,874,358

110,739,222

TOTAL INDUSTRIALS

1,022,151,743

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 0.3%

Motorola, Inc.

2,536,200

23,916,366

Computers & Peripherals - 1.6%

Hewlett-Packard Co.

3,622,911

77,168,004

Shares

Value (Note 1)

International Business Machines Corp.

640,900

$ 52,874,250

Sun Microsystems, Inc. (a)

2,455,800

11,296,680

141,338,934

Electronic Equipment & Instruments - 1.7%

Agilent Technologies, Inc. (a)

945,300

18,480,615

Arrow Electronics, Inc. (a)

799,100

12,178,284

Avnet, Inc. (a)

1,317,330

16,703,744

PerkinElmer, Inc.

2,206,000

30,464,860

Sanmina-SCI Corp. (a)

1,101,200

6,948,572

Tektronix, Inc. (a)

1,310,800

28,313,280

Thermo Electron Corp. (a)

1,539,600

32,362,392

145,451,747

IT Services - 0.5%

Ceridian Corp. (a)

1,582,200

26,849,934

Electronic Data Systems Corp.

416,800

8,940,360

First Data Corp.

252,700

10,471,888

46,262,182

Semiconductors & Semiconductor Equipment - 1.0%

Intel Corp.

2,173,600

45,176,102

Micron Technology, Inc. (a)

1,484,400

17,263,572

National Semiconductor Corp. (a)

440,975

8,696,027

Rohm Co. Ltd.

63,100

6,900,986

Teradyne, Inc. (a)

421,971

7,304,318

85,341,005

Software - 0.8%

Microsoft Corp.

2,642,800

67,682,108

TOTAL INFORMATION TECHNOLOGY

509,992,342

MATERIALS - 6.4%

Chemicals - 2.6%

Arch Chemicals, Inc.

442,400

8,449,840

BOC Group PLC

423,497

5,449,895

Dow Chemical Co.

2,262,600

70,050,096

Hercules Trust II unit

15,700

9,086,375

Hercules, Inc. (a)

649,700

6,432,030

LG Chemical Ltd.

216,900

8,712,300

Lyondell Chemical Co.

1,202,700

16,272,531

Millennium Chemicals, Inc.

853,650

8,118,212

Olin Corp.

572,700

9,793,170

PolyOne Corp.

1,239,100

5,513,995

PPG Industries, Inc.

390,300

19,803,822

Praxair, Inc.

821,212

49,354,841

Solutia, Inc.

2,067,100

4,506,278

221,543,385

Containers & Packaging - 0.4%

Owens-Illinois, Inc. (a)

349,500

4,812,615

Smurfit-Stone Container Corp. (a)

2,375,253

30,949,547

35,762,162

Metals & Mining - 2.3%

Alcan, Inc.

955,100

29,769,811

Alcoa, Inc.

3,000,416

76,510,608

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Dofasco, Inc.

926,300

$ 17,875,844

Nucor Corp.

283,400

13,844,090

Pechiney SA (a)

706,090

25,414,131

Phelps Dodge Corp. (a)

994,700

38,136,798

201,551,282

Paper & Forest Products - 1.1%

Bowater, Inc.

474,100

17,755,045

Georgia-Pacific Corp.

1,646,101

31,193,614

International Paper Co.

368,200

13,155,786

Weyerhaeuser Co.

645,900

34,878,600

96,983,045

TOTAL MATERIALS

555,839,874

TELECOMMUNICATION SERVICES - 4.4%

Diversified Telecommunication Services - 4.4%

BellSouth Corp.

4,818,499

128,316,628

SBC Communications, Inc.

4,711,593

120,381,201

Verizon Communications, Inc.

3,435,902

135,546,334

384,244,163

UTILITIES - 3.0%

Electric Utilities - 2.5%

Cinergy Corp.

475,200

17,482,608

Dominion Resources, Inc.

584,600

37,572,242

DPL, Inc.

1,010,054

16,100,261

Entergy Corp.

1,008,200

53,212,796

FirstEnergy Corp.

1,020,000

39,219,000

Northeast Utilities

1,648,400

27,594,216

TXU Corp.

1,059,220

23,779,489

214,960,612

Gas Utilities - 0.1%

NiSource, Inc.

568,730

10,805,870

Multi-Utilities & Unregulated Power - 0.4%

SCANA Corp.

911,600

31,249,648

TOTAL UTILITIES

257,016,130

TOTAL COMMON STOCKS

(Cost $7,597,732,395)

8,388,021,202

Preferred Stocks - 1.4%

Shares

Value (Note 1)

Convertible Preferred Stocks - 1.4%

CONSUMER DISCRETIONARY - 0.2%

Automobiles - 0.1%

General Motors Corp.:

Series B, 5.25%

412,200

$ 9,175,572

Series C, 6.25%

253,100

6,243,977

15,419,549

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. 7.25% PIERS

388,400

7,612,640

TOTAL CONSUMER DISCRETIONARY

23,032,189

FINANCIALS - 0.5%

Capital Markets - 0.1%

State Street Corp. 6.75%

24,900

5,132,562

Consumer Finance - 0.2%

Ford Motor Co. Capital Trust II 6.5%

461,500

19,983,873

Insurance - 0.2%

Hartford Financial Services Group, Inc. 6%

54,300

2,843,691

The Chubb Corp.:

7%

167,700

4,342,424

Series B, 7%

120,100

3,086,570

Travelers Property Casualty Corp. 4.50%

240,200

5,807,796

16,080,481

TOTAL FINANCIALS

41,196,916

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Baxter International, Inc. 7%

156,900

7,688,100

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Raytheon Co. 8.25%

177,700

10,028,944

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Motorola, Inc. 7%

441,100

14,165,485

IT Services - 0.1%

Electronic Data Systems Corp. 7.625% PRIDES

475,600

10,486,980

Office Electronics - 0.0%

Xerox Corp. 6.25%

25,300

2,657,689

TOTAL INFORMATION TECHNOLOGY

27,310,154

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - 0.2%

Electric Utilities - 0.2%

Cinergy Corp. 9.5% PRIDES

105,900

$ 6,273,516

TXU Corp. 8.75%

226,400

7,386,300

13,659,816

Multi-Utilities & Unregulated Power - 0.0%

El Paso Corp. 9%

133,400

4,002,000

TOTAL UTILITIES

17,661,816

TOTAL CONVERTIBLE PREFERRED STOCKS

126,918,119

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

CSC Holdings, Inc.:

Series H, 11.75%

1,110

114,053

Series M, 11.125%

400

40,900

154,953

TOTAL PREFERRED STOCKS

(Cost $157,279,838)

127,073,072

Corporate Bonds - 1.5%

Principal
Amount

Convertible Bonds - 1.0%

CONSUMER DISCRETIONARY - 0.5%

Hotels, Restaurants & Leisure - 0.1%

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

$ 15,369,000

6,627,881

Media - 0.4%

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

26,600,000

13,333,250

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

11,400,000

8,550,000

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

22,670,000

12,638,525

34,521,775

Multiline Retail - 0.0%

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

2,670,000

2,588,245

TOTAL CONSUMER DISCRETIONARY

43,737,901

FINANCIALS - 0.1%

Diversified Financial Services - 0.0%

Navistar Financial Corp. 4.75% 4/1/09 (d)

2,760,000

2,612,257

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

5,340,000

5,019,600

TOTAL FINANCIALS

7,631,857

Principal
Amount

Value (Note 1)

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Corning, Inc. 3.5% 11/1/08

$ 13,700,000

$ 14,805,316

Computers & Peripherals - 0.0%

Quantum Corp. 7% 8/1/04

5,350,000

5,376,750

Electronic Equipment & Instruments - 0.1%

Agilent Technologies, Inc. 3% 12/1/21

6,670,000

6,537,667

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

620,000

322,400

6,860,067

TOTAL INFORMATION TECHNOLOGY

27,042,133

MATERIALS - 0.1%

Metals & Mining - 0.1%

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

4,220,000

7,543,250

TOTAL CONVERTIBLE BONDS

85,955,141

Nonconvertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.1%

Auto Components - 0.0%

ArvinMeritor, Inc. 8.75% 3/1/12

35,000

38,850

Dana Corp.:

6.25% 3/1/04

80,000

80,400

6.5% 3/1/09

45,000

43,650

9% 8/15/11

125,000

134,375

Navistar International Corp. 8% 2/1/08

55,000

54,725

Stoneridge, Inc. 11.5% 5/1/12

25,000

28,000

United Components, Inc. 9.375% 6/15/13 (d)

40,000

41,200

421,200

Hotels, Restaurants & Leisure - 0.0%

Bally Total Fitness Holding Corp.:

9.875% 10/15/07

325,000

297,375

10.5% 7/15/11 (d)

220,000

221,100

Domino's, Inc. 8.25% 7/1/11 (d)

70,000

71,925

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

35,000

37,625

Friendly Ice Cream Corp. 10.5% 12/1/07

135,000

138,038

Mohegan Tribal Gaming Authority 8.375% 7/1/11

30,000

32,250

Morton's Restaurant Group, Inc. 7.5% 7/1/10 (d)(e)

40,000

34,600

MTR Gaming Group, Inc. 9.75% 4/1/10 (d)

60,000

62,100

Premier Parks, Inc. 9.75% 6/15/07

65,000

64,675

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11

$ 95,000

$ 102,363

Town Sports International, Inc. 9.625% 4/15/11 (d)

70,000

73,325

Tricon Global Restaurants, Inc. 7.65% 5/15/08

65,000

73,450

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (d)

50,000

52,000

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

670,000

664,975

1,925,801

Household Durables - 0.0%

Beazer Homes USA, Inc. 8.375% 4/15/12

30,000

33,150

D.R. Horton, Inc.:

8% 2/1/09

310,000

342,550

8.5% 4/15/12

30,000

33,600

Juno Lighting, Inc. 11.875% 7/1/09

135,000

145,800

K. Hovnanian Enterprises, Inc. 8.875% 4/1/12

40,000

43,200

Lyon William Homes, Inc. 10.75% 4/1/13

165,000

174,900

Ryland Group, Inc.:

8.25% 4/1/08

65,000

67,600

9.125% 6/15/11

95,000

107,825

Standard Pacific Corp. 7.75% 3/15/13

280,000

296,800

1,245,425

Leisure Equipment & Products - 0.0%

The Hockey Co. 11.25% 4/15/09

45,000

49,950

Media - 0.1%

AMC Entertainment, Inc.:

9.5% 3/15/09

60,000

61,500

9.875% 2/1/12

60,000

64,200

CBD Media LLC/ CBD Finance, Inc. 8.625% 6/1/11 (d)

30,000

30,825

Comcast UK Cable Partners Ltd. yankee 11.2% 11/15/07

160,000

154,400

Corus Entertainment, Inc. 8.75% 3/1/12

790,000

847,275

CSC Holdings, Inc.:

7.875% 2/15/18

125,000

129,375

9.875% 2/15/13

100,000

103,000

Diamond Holdings PLC yankee 9.125% 2/1/08

80,000

74,000

EchoStar DBS Corp. 10.375% 10/1/07

900,000

996,750

Lamar Media Corp. 7.25% 1/1/13 (d)

110,000

116,050

LBI Media, Inc. 10.125% 7/15/12

925,000

1,017,500

LodgeNet Entertainment Corp. 9.5% 6/15/13

30,000

30,750

Principal
Amount

Value (Note 1)

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

$ 720,000

$ 806,400

PEI Holdings, Inc. 11% 3/15/10 (d)

70,000

77,350

PRIMEDIA, Inc.:

7.625% 4/1/08

25,000

25,375

8.875% 5/15/11

25,000

26,500

Rogers Cablesystems Ltd. yankee 11% 12/1/15

15,000

16,950

Rogers Communications, Inc. yankee 8.875% 7/15/07

65,000

66,950

Shaw Communications, Inc. yankee 7.2% 12/15/11

35,000

37,713

XM Satellite Radio, Inc. 12% 6/15/10 (d)

95,000

94,288

4,777,151

Multiline Retail - 0.0%

Barneys, Inc. 9% 4/1/08 unit (d)

200,000

180,000

Specialty Retail - 0.0%

Asbury Automotive Group, Inc. 9% 6/15/12

80,000

78,400

Gap, Inc. 10.55% 12/15/08

20,000

24,200

Toys 'R' US, Inc. 7.875% 4/15/13

110,000

117,700

United Auto Group, Inc. 9.625% 3/15/12

295,000

315,650

535,950

Textiles Apparel & Luxury Goods - 0.0%

Dan River, Inc. 12.75% 4/15/09 (d)

205,000

184,500

Levi Strauss & Co.:

7% 11/1/06

45,000

36,000

11.625% 1/15/08

25,000

21,375

12.25% 12/15/12

40,000

33,200

275,075

TOTAL CONSUMER DISCRETIONARY

9,410,552

CONSUMER STAPLES - 0.0%

Beverages - 0.0%

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

315,000

331,538

Food & Staples Retailing - 0.0%

Rite Aid Corp.:

6% 12/15/05 (d)

115,000

108,100

6.875% 8/15/13

90,000

77,850

7.625% 4/15/05

25,000

24,875

8.125% 5/1/10 (d)

110,000

114,400

9.5% 2/15/11 (d)

110,000

118,250

The Great Atlantic & Pacific Tea Co.:

7.75% 4/15/07

340,000

317,900

9.125% 12/15/11

115,000

107,525

868,900

Food Products - 0.0%

Corn Products International, Inc. 8.25% 7/15/07

605,000

677,600

Del Monte Corp. 9.25% 5/15/11

45,000

49,050

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - continued

Doane Pet Care Co. 9.75% 5/15/07

$ 205,000

$ 194,750

Dole Food Co., Inc. 7.25% 6/15/10 (d)

100,000

100,750

1,022,150

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

35,000

35,525

Personal Products - 0.0%

Jafra Cosmetics International, Inc./Distribuidora Comercial Jafra SA de CV 10.75% 5/15/11 (d)

60,000

62,400

TOTAL CONSUMER STAPLES

2,320,513

ENERGY - 0.0%

Energy Equipment & Services - 0.0%

Grant Prideco, Inc. 9% 12/15/09

40,000

44,700

Universal Compression, Inc. 7.25% 5/15/10 (d)

320,000

334,400

379,100

Oil & Gas - 0.0%

Chesapeake Energy Corp. 7.5% 9/15/13 (d)

110,000

117,150

General Maritime Corp. 10% 3/15/13 (d)

210,000

229,950

GulfTerra Energy Partners LP/GulfTerra Energy Finance Corp. 10.625% 12/1/12

50,000

58,000

Houston Exploration Co. 7% 6/15/13 (d)

50,000

51,625

NGC Corp. 6.75% 12/15/05

80,000

75,600

Nuevo Energy Co.:

9.375% 10/1/10

30,000

32,325

9.5% 6/1/08

31,000

32,473

Overseas Shipholding Group, Inc. 8.25% 3/15/13 (d)

205,000

213,200

Plains Exploration & Production Co. LP 8.75% 7/1/12 (d)

80,000

85,600

Tesoro Petroleum Corp. 8% 4/15/08 (d)

40,000

41,000

The Coastal Corp.:

6.375% 2/1/09

10,000

8,750

6.5% 5/15/06

40,000

37,400

6.5% 6/1/08

30,000

26,850

6.95% 6/1/28

65,000

51,675

7.5% 8/15/06

120,000

115,800

7.75% 6/15/10

65,000

60,613

7.75% 10/15/35

40,000

33,600

1,271,611

TOTAL ENERGY

1,650,711

FINANCIALS - 0.1%

Consumer Finance - 0.0%

AmeriCredit Corp. 9.875% 4/15/06

45,000

42,750

Principal
Amount

Value (Note 1)

Capital One Financial Corp.:

7.25% 12/1/03

$ 40,000

$ 40,800

8.75% 2/1/07

80,000

88,800

172,350

Diversified Financial Services - 0.1%

Ahold Finance USA, Inc.:

6.25% 5/1/09

100,000

93,000

6.875% 5/1/29

75,000

63,375

8.25% 7/15/10

260,000

262,600

Arch Western Finance LLC 6.75% 7/1/13 (d)

215,000

219,300

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

650,000

702,000

CMS Energy X-TRAS pass thru trust I 7% 1/15/05

40,000

39,700

Continental Airlines, Inc. pass thru trust certificates:

6.748% 9/15/18

11,889

9,036

6.9% 1/2/17

23,773

18,068

7.73% 9/15/12

24,669

18,502

8.321% 11/1/06

10,000

8,400

Delta Air Lines, Inc. pass thru trust certificates:

7.299% 9/18/06

35,000

29,400

7.779% 1/2/12

751,351

601,080

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

45,000

48,150

FIMEP SA 10.5% 2/15/13 (d)

120,000

134,400

Gemstone Investor Ltd./Gemstone Investor, Inc. 7.71% 10/31/04 (d)

235,000

232,650

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11 (d)

160,000

156,000

Huntsman Advanced Materials LLC 11% 7/15/10 (d)

60,000

62,400

IOS Capital LLC 7.25% 6/30/08

110,000

108,350

Leucadia National Corp. 7% 8/15/13 (d)

130,000

130,325

Moore North America Finance, Inc. 7.875% 1/15/11 (d)

90,000

94,050

MSW Energy Holding LLC/MSW Energy Finance Co., Inc. 8.5% 9/1/10 (d)

30,000

30,900

Northern Telecom Capital Corp. 7.875% 6/15/26

75,000

68,250

Northwest Airlines, Inc. pass thru trust certificates:

7.068% 7/2/17

37,818

29,498

7.67% 1/2/15

39,608

32,875

7.691% 4/1/17

126,559

99,981

Qwest Capital Funding, Inc.:

5.875% 8/3/04

220,000

212,300

7% 8/3/09

100,000

82,000

7.25% 2/15/11

115,000

93,150

7.625% 8/3/21

70,000

55,300

7.75% 8/15/06

310,000

288,300

7.75% 2/15/31

120,000

93,600

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

TRW Automotive Acquisition Corp.:

9.375% 2/15/13 (d)

$ 130,000

$ 141,375

11% 2/15/13 (d)

30,000

32,850

U.S. West Capital Funding, Inc. 6.375% 7/15/08

85,000

69,275

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10 (d)

190,000

209,000

Western Financial Bank 9.625% 5/15/12

40,000

43,200

4,612,640

Insurance - 0.0%

Crum & Forster Holdings Corp. 10.375% 6/15/13 (d)

130,000

131,950

Real Estate - 0.0%

CBRE Escrow, Inc. 9.75% 5/15/10 (d)

265,000

280,900

LNR Property Corp.:

7.625% 7/15/13 (d)

90,000

90,900

9.375% 3/15/08

10,000

10,400

10.5% 1/15/09

40,000

42,400

Senior Housing Properties Trust 7.875% 4/15/15

60,000

61,200

485,800

TOTAL FINANCIALS

5,402,740

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

AmeriPath, Inc. 10.5% 4/1/13 (d)

100,000

107,000

PacifiCare Health Systems, Inc. 10.75% 6/1/09

620,000

708,350

Psychiatric Solutions, Inc. 10.625% 6/15/13 (d)

40,000

41,100

Rotech Healthcare, Inc. 9.5% 4/1/12

120,000

123,000

Tenet Healthcare Corp.:

6.375% 12/1/11

75,000

69,375

6.5% 6/1/12

10,000

9,250

7.375% 2/1/13

215,000

207,475

1,265,550

Pharmaceuticals - 0.0%

aaiPharma, Inc. 11% 4/1/10

515,000

566,500

TOTAL HEALTH CARE

1,832,050

INDUSTRIALS - 0.0%

Aerospace & Defense - 0.0%

Aviall, Inc. 7.625% 7/1/11 (d)

110,000

110,550

Esterline Technologies Corp. 7.75% 6/15/13 (d)

30,000

31,050

141,600

Airlines - 0.0%

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

25,000

19,750

Principal
Amount

Value (Note 1)

Northwest Airlines, Inc.:

7.875% 3/15/08

$ 25,000

$ 19,250

9.875% 3/15/07

45,000

35,550

74,550

Building Products - 0.0%

FastenTech, Inc. 11.5% 5/1/11 (d)

80,000

80,600

Jacuzzi Brands, Inc. 9.625% 7/1/10 (d)(e)

40,000

40,000

Nortek, Inc.:

9.125% 9/1/07

20,000

20,600

9.25% 3/15/07

30,000

30,825

172,025

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

7.875% 4/15/13

140,000

146,475

9.25% 9/1/12 (d)

115,000

127,075

10% 8/1/09

15,000

16,013

American Color Graphics, Inc. 10% 6/15/10 (d)(e)

130,000

130,650

Mobile Mini, Inc. 9.5% 7/1/13 (d)

120,000

124,200

National Waterworks, Inc. 10.5% 12/1/12

60,000

66,600

611,013

Construction & Engineering - 0.0%

Shaw Group, Inc. 10.75% 3/15/10 (d)

140,000

140,700

Industrial Conglomerates - 0.0%

Tyco International Group SA yankee:

5.8% 8/1/06

5,000

5,163

6.375% 2/15/06

120,000

125,100

7% 6/15/28

85,000

85,850

216,113

Machinery - 0.0%

Cummins, Inc.:

5.65% 3/1/98

110,000

74,800

9.5% 12/1/10 (d)

75,000

84,375

Dresser, Inc. 9.375% 4/15/11

125,000

128,750

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

170,000

183,600

JLG Industries, Inc. 8.25% 5/1/08 (d)

110,000

112,200

Terex Corp. 8.875% 4/1/08

60,000

62,400

TriMas Corp. 9.875% 6/15/12 (d)

90,000

91,800

737,925

TOTAL INDUSTRIALS

2,093,926

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Nortel Networks Corp. 6.125% 2/15/06

130,000

125,450

Northern Telecom Ltd. yankee 6.875% 9/1/23

70,000

59,500

Qwest Services Corp.:

13% 12/15/07 (d)

75,000

82,500

13.5% 12/15/10 (d)

130,000

146,900

14% 12/15/14 (d)

472,000

549,880

964,230

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.0%

Seagate Technology HDD Holdings 8% 5/15/09

$ 25,000

$ 27,000

Electronic Equipment & Instruments - 0.0%

Avnet, Inc. 9.75% 2/15/08

110,000

124,300

Ingram Micro, Inc. 9.875% 8/15/08

40,000

43,600

PerkinElmer, Inc. 8.875% 1/15/13

140,000

152,950

Solectron Corp. 7.375% 3/1/06

255,000

253,725

574,575

IT Services - 0.0%

Digitalnet, Inc. 9% 7/15/10 (d)

60,000

60,000

Iron Mountain, Inc. 6.625% 1/1/16

220,000

216,700

Titan Corp. 8% 5/15/11 (d)

110,000

116,050

392,750

Office Electronics - 0.0%

Xerox Corp.:

7.125% 6/15/10

120,000

120,300

7.15% 8/1/04

15,000

15,338

7.2% 4/1/16

200,000

190,000

7.625% 6/15/13

120,000

120,300

445,938

Semiconductors & Semiconductor Equipment - 0.0%

AMI Semiconductor, Inc. 10.75% 2/1/13 (d)

40,000

45,200

Amkor Technology, Inc. 7.75% 5/15/13 (d)

80,000

75,600

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

125,000

105,625

226,425

TOTAL INFORMATION TECHNOLOGY

2,630,918

MATERIALS - 0.1%

Chemicals - 0.0%

Geon Co. 6.875% 12/15/05

25,000

23,250

HMP Equity Holdings Corp. 0% 5/15/08 unit (d)

190,000

95,000

Huntsman International LLC 9.875% 3/1/09 (d)

105,000

108,675

Methanex Corp. yankee 7.75% 8/15/05

290,000

305,950

Millennium America, Inc.:

9.25% 6/15/08

75,000

81,000

9.25% 6/15/08 (d)

40,000

43,200

OMNOVA Solutions, Inc. 11.25% 6/1/10 (d)

100,000

109,000

PolyOne Corp. 8.875% 5/1/12

105,000

93,450

Principal
Amount

Value (Note 1)

Resolution Performance Products LLC:

9.5% 4/15/10

$ 100,000

$ 104,500

13.5% 11/15/10

30,000

30,000

994,025

Construction Materials - 0.0%

Texas Industries, Inc. 10.25% 6/15/11 (d)

240,000

252,000

Containers & Packaging - 0.1%

Anchor Glass Container Corp. 11% 2/15/13 (d)

120,000

129,600

BWAY Corp. 10% 10/15/10 (d)

40,000

40,800

Jefferson Smurfit Corp. U.S. 7.5% 6/1/13 (d)

230,000

234,025

Owens-Brockway Glass Container, Inc.:

7.75% 5/15/11 (d)

70,000

73,675

8.25% 5/15/13 (d)

130,000

136,500

8.75% 11/15/12

65,000

70,525

8.875% 2/15/09

550,000

595,375

Owens-Illinois, Inc.:

7.15% 5/15/05

360,000

366,300

7.35% 5/15/08

175,000

172,375

7.5% 5/15/10

35,000

34,300

7.8% 5/15/18

235,000

220,900

2,074,375

Metals & Mining - 0.0%

Peabody Energy Corp. 6.875% 3/15/13 (d)

150,000

156,750

Phelps Dodge Corp. 8.75% 6/1/11

730,000

851,764

Salt Holdings Corp., Inc.:

0% 12/15/12 (c)(d)

140,000

94,850

0% 6/1/13 (c)(d)

220,000

123,200

Steel Dynamics, Inc. 9.5% 3/15/09

55,000

57,750

1,284,314

Paper & Forest Products - 0.0%

Georgia-Pacific Corp.:

7.375% 12/1/25

25,000

22,000

7.5% 5/15/06

285,000

292,125

8.125% 5/15/11

130,000

133,575

8.875% 5/15/31

10,000

9,800

Norske Skog Canada Ltd. 8.625% 6/15/11 (d)

150,000

156,563

614,063

TOTAL MATERIALS

5,218,777

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Qwest Corp. 8.875% 3/15/12 (d)

430,000

480,525

Rogers Cantel, Inc. yankee:

8.8% 10/1/07

150,000

153,000

9.375% 6/1/08

20,000

20,900

Triton PCS, Inc.:

8.75% 11/15/11

120,000

119,400

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Triton PCS, Inc.: - continued

9.375% 2/1/11

$ 175,000

$ 178,500

U.S. West Communications 6.875% 9/15/33

60,000

54,900

1,007,225

Wireless Telecommunication Services - 0.1%

American Tower Corp. 9.375% 2/1/09

170,000

170,000

Crown Castle International Corp.:

9.375% 8/1/11

90,000

93,375

9.5% 8/1/11

295,000

303,850

10.75% 8/1/11

85,000

91,375

Nextel Communications, Inc.:

9.375% 11/15/09

170,000

182,325

9.5% 2/1/11

40,000

44,400

9.75% 10/31/07

625,000

650,000

9.95% 2/15/08

180,000

189,000

Nextel Partners, Inc. 8.125% 7/1/11 (d)

125,000

124,375

Rogers Wireless, Inc. 9.625% 5/1/11

60,000

67,800

SBA Communications Corp. 10.25% 2/1/09

50,000

45,000

1,961,500

TOTAL TELECOMMUNICATION SERVICES

2,968,725

UTILITIES - 0.1%

Electric Utilities - 0.0%

Allegheny Energy Supply Co. LLC:

Series A, 10.25% 11/15/07 (d)

114,496

117,931

Series B, 10.25% 11/15/07 (d)(f)

10,500

10,080

7.8% 3/15/11

250,000

207,500

8.75% 4/15/12 (d)

280,000

239,400

CMS Energy Corp. 8.5% 4/15/11

890,000

921,150

Edison International 6.875% 9/15/04

55,000

55,550

Illinois Power Co. 11.5% 12/15/10 (d)

210,000

239,400

Midland Funding Corp. II 11.75% 7/23/05

55,000

59,125

Nevada Power Co. 10.875% 10/15/09

115,000

129,375

Pacific Gas & Electric Co. 6.25% 3/1/04

375,000

375,000

PG&E Corp. 6.875% 7/15/08 (d)

90,000

93,375

Southern California Edison Co.:

7.25% 3/1/26

115,000

116,438

8% 2/15/07 (d)

80,000

88,000

TECO Energy, Inc. 10.5% 12/1/07

160,000

184,000

2,836,324

Principal
Amount

Value (Note 1)

Gas Utilities - 0.0%

ANR Pipeline, Inc. 9.625% 11/1/21

$ 135,000

$ 159,300

Dynegy Holdings, Inc.:

7.45% 7/15/06

75,000

71,250

8.125% 3/15/05

65,000

63,050

El Paso Energy Corp.:

6.75% 5/15/09

65,000

59,475

6.95% 12/15/07

175,000

163,625

7.375% 12/15/12

10,000

8,950

7.75% 1/15/32

60,000

50,550

7.8% 8/1/31

50,000

41,250

8.05% 10/15/30

380,000

328,700

SEMCO Energy, Inc.:

7.125% 5/15/08 (d)

30,000

31,200

7.75% 5/15/13 (d)

30,000

31,800

Sonat, Inc.:

6.625% 2/1/08

130,000

116,350

6.75% 10/1/07

70,000

63,263

6.875% 6/1/05

470,000

455,900

Southern Natural Gas Co. 8.875% 3/15/10 (d)

60,000

65,700

Transcontinental Gas Pipe Line Corp.:

6.125% 1/15/05

35,000

35,000

8.875% 7/15/12

20,000

22,550

Williams Holdings of Delaware, Inc. 6.25% 2/1/06

15,000

14,700

1,782,613

Multi-Utilities & Unregulated Power - 0.1%

AES Corp.:

8.375% 8/15/07

75,000

70,125

8.5% 11/1/07

55,000

51,425

8.75% 6/15/08

40,000

39,400

8.75% 5/15/13 (d)

285,000

296,400

8.875% 2/15/11

81,000

78,975

9% 5/15/15 (d)

150,000

156,375

9.375% 9/15/10

19,000

19,095

9.5% 6/1/09

161,000

161,805

10% 12/12/05 (d)

50,000

51,250

10.25% 7/15/06

60,000

59,100

El Paso Corp.:

7% 5/15/11

140,000

127,400

7.875% 6/15/12 (d)

45,000

41,681

El Paso Production Holding Co. 7.75% 6/1/13 (d)

320,000

320,400

Reliant Resources, Inc.:

9.25% 7/15/10 (d)

100,000

100,500

9.5% 7/15/13 (d)

90,000

90,675

Western Resources, Inc. 9.75% 5/1/07

155,000

173,600

Williams Companies, Inc.:

6.5% 8/1/06

100,000

98,000

6.75% 1/15/06

125,000

122,188

7.125% 9/1/11

775,000

755,625

7.625% 7/15/19

175,000

169,750

7.75% 6/15/31

40,000

38,800

7.875% 9/1/21

140,000

137,550

8.125% 3/15/12

85,000

87,125

8.625% 6/1/10

150,000

156,938

Corporate Bonds - continued

Principal
Amount

Value (Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Williams Companies, Inc.: - continued

8.75% 3/15/32

$ 40,000

$ 41,600

9.25% 3/15/04

100,000

102,500

3,548,282

TOTAL UTILITIES

8,167,219

TOTAL NONCONVERTIBLE BONDS

41,696,131

TOTAL CORPORATE BONDS

(Cost $121,886,913)

127,651,272

Money Market Funds - 1.1%

Shares

Fidelity Cash Central Fund, 1.18% (b)

60,326,080

60,326,080

Fidelity Securities Lending Cash Central Fund, 1.19% (b)

32,303,550

32,303,550

TOTAL MONEY MARKET FUNDS

(Cost $92,629,630)

92,629,630

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,969,528,776)

8,735,375,176

NET OTHER ASSETS - (0.3)%

(25,414,714)

NET ASSETS - 100%

$ 8,709,960,462

Security Type Abbreviations

PIERS - Preferred Income Equity Redeemable Securities

PRIDES - Preferred Redeemable Increased Dividend 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) 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.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $45,325,700 or 0.5% of net assets.

(e) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,029,757,674 and $1,202,846,718, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $60,895 for the period.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loans were outstanding amounted to $15,806,636. The weighted average interest rate was 1.39%. Interest expense includes $20,071 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 loans were outstanding amounted to $3,050,125. The weighted average interest rate was 1.68%. Interest expense includes $1,137 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

Income Tax Information

At December 31, 2002, the fund had a capital loss carryforward of approximately $127,840,000 all of which will expire on December 31, 2010.

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

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2003 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $30,978,451) (cost $7,969,528,776) - See accompanying schedule

$ 8,735,375,176

Cash

276,744

Receivable for investments sold

17,100,070

Receivable for fund shares sold

4,762,996

Dividends receivable

12,443,826

Interest receivable

1,618,385

Redemption fees receivable

10

Other receivables

57,320

Total assets

8,771,634,527

Liabilities

Payable for investments purchased
Regular delivery

$ 14,066,644

Delayed delivery

204,000

Payable for fund shares redeemed

10,926,627

Accrued management fee

3,552,359

Distribution fees payable

194,119

Other payables and accrued expenses

426,766

Collateral on securities loaned, at value

32,303,550

Total liabilities

61,674,065

Net Assets

$ 8,709,960,462

Net Assets consist of:

Paid in capital

$ 7,986,611,076

Undistributed net investment income

76,409,653

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

(118,909,772)

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

765,849,505

Net Assets

$ 8,709,960,462

Initial Class:
Net Asset Value, offering price and redemption price per share ($7,244,489,053 ÷ 367,912,682 shares)

$ 19.69

Service Class:
Net Asset Value, offering price and redemption price per share ($880,794,139 ÷ 44,857,125 shares)

$ 19.64

Service Class 2:
Net Asset Value, offering price and redemption price per share ($583,761,981 ÷ 29,900,210 shares)

$ 19.52

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($915,289 ÷
46,982 shares)

$ 19.48

Statement of Operations

Six months ended June 30, 2003 (Unaudited)

Investment Income

Dividends

$ 97,852,702

Interest

4,036,717

Security lending

124,537

Total income

102,013,956

Expenses

Management fee

$ 19,332,228

Transfer agent fees

2,742,609

Distribution fees

972,967

Accounting and security lending fees

399,253

Non-interested trustees' compensation

16,114

Depreciation in deferred trustee compensation account

(22,360)

Custodian fees and expenses

80,861

Audit

47,943

Legal

12,220

Interest

21,208

Miscellaneous

169,601

Total expenses before
reductions

23,772,644

Expense reductions

(478,976)

23,293,668

Net investment income (loss)

78,720,288

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

16,944,528

Foreign currency transactions

29,074

Total net realized gain (loss)

16,973,602

Change in net unrealized appreciation (depreciation) on:

Investment securities

728,855,641

Assets and liabilities in foreign currencies

(23,730)

Total change in net unrealized appreciation (depreciation)

728,831,911

Net gain (loss)

745,805,513

Net increase (decrease) in net assets resulting from operations

$ 824,525,801

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

Semiannual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
June 30, 2003

Year ended
December 31,

Increase (Decrease) in Net Assets

(Unaudited)

2002

Operations

Net investment income (loss)

$ 78,720,288

$ 156,904,928

Net realized gain (loss)

16,973,602

(136,493,863)

Change in net unrealized appreciation (depreciation)

728,831,911

(1,811,259,080)

Net increase (decrease) in net assets resulting from operations

824,525,801

(1,790,848,015)

Distributions to shareholders from net investment income

(152,426,442)

(162,342,476)

Distributions to shareholders from net realized gain

-

(222,300,466)

Total distributions

(152,426,442)

(384,642,942)

Share transactions - net increase (decrease)

(33,697,536)

(71,251,438)

Redemption fees

906

259

Total increase (decrease) in net assets

638,402,729

(2,246,742,136)

Net Assets

Beginning of period

8,071,557,733

10,318,299,869

End of period (including undistributed net investment income of $76,409,653 and undistributed net investment income of $154,882,636, respectively)

$ 8,709,960,462

$ 8,071,557,733

Other Information:

Share Transactions

Six months ended June 30, 2003

Initial Class

Service Class

Service Class 2

Service Class 2R

Shares

Sold

16,976,465

6,193,408

9,178,141

54,310

Reinvested

7,869,268

847,723

452,997

1,082

Redeemed

(36,646,287)

(4,812,738)

(2,154,576)

(34,576)

Net increase (decrease)

(11,800,554)

2,228,393

7,476,562

20,816

Dollars

Sold

$ 312,325,235

$ 113,561,617

$ 165,872,414

$ 1,024,730

Reinvested

130,865,933

14,063,717

7,478,977

17,815

Redeemed

(653,424,428)

(86,066,956)

(38,852,327)

(564,263)

Net increase (decrease)

$ (210,233,260)

$ 41,558,378

$ 134,499,064

$ 478,282

Share Transactions

Year ended December 31, 2002

Initial Class

Service Class

Service Class 2

Service Class 2R A

Shares

Sold

55,802,238

11,112,619

17,439,374

30,522

Reinvested

16,371,256

1,504,858

437,787

-

Redeemed

(99,410,660)

(6,864,417)

(5,462,708)

(4,356)

Net increase (decrease)

(27,237,166)

5,753,060

12,414,453

26,166

Dollars

Sold

$ 1,171,193,465

$ 231,985,655

$ 345,877,938

$ 576,334

Reinvested

343,960,099

31,541,832

9,140,991

-

Redeemed

(1,967,582,454)

(132,366,206)

(105,497,795)

(81,297)

Net increase (decrease)

$ (452,428,890)

$ 131,161,281

$ 249,521,134

$ 495,037

Distributions

Six months ended June 30, 2003

Initial Class

Service Class

Service Class 2

Service Class 2R

From net investment income

$ 130,865,933

$ 14,063,717

$ 7,478,977

$ 17,815

From net realized gain

-

-

-

-

Total

$ 130,865,933

$ 14,063,717

$ 7,478,977

$ 17,815

Year ended December 31, 2002

Initial Class

Service Class

Service Class 2

Service Class 2R A

From net investment income

$ 145,677,218

$ 12,920,750

$ 3,744,508

$ -

From net realized gain

198,282,881

18,621,082

5,396,503

-

Total

$ 343,960,099

$ 31,541,832

$ 9,141,011

$ -

A For the period April 24, 2002 (commencement of sales of shares) to December 31, 2002.

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

Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2003

Years ended December 31,

(Unaudited)

2002

2001

2000

1999

1998

Selected Per-Share Data

Net asset value, beginning of period

$ 18.16

$ 22.75

$ 25.52

$ 25.71

$ 25.42

$ 24.28

Income from Investment Operations

Net investment income (loss) E

.18

.34

.34

.40

.41

.38

Net realized and unrealized gain (loss)

1.70

(4.08)

(1.51)

1.46

1.10

2.31

Total from investment operations

1.88

(3.74)

(1.17)

1.86

1.51

2.69

Distributions from net investment income

(.35)

(.36)

(.42)

(.44)

(.38)

(.34)

Distributions from net realized gain

-

(.49)

(1.18)

(1.61)

(.84)

(1.21)

Total distributions

(.35)

(.85)

(1.60)

(2.05)

(1.22)

(1.55)

Redemption fees added to paid in capital

- E,G

- E,G

-

-

-

-

Net asset value, end of period

$ 19.69

$ 18.16

$ 22.75

$ 25.52

$ 25.71

$ 25.42

Total Return B,C,D

10.71%

(16.95)%

(4.96)%

8.42%

6.33%

11.63%

Ratios to Average Net Assets F

Expenses before expense reductions

.57% A

.57%

.58%

.56%

.57%

.58%

Expenses net of voluntary waivers, if any

.57% A

.57%

.58%

.56%

.57%

.58%

Expenses net of all reductions

.56% A

.56%

.57%

.55%

.56%

.57%

Net investment income (loss)

1.99% A

1.70%

1.47%

1.68%

1.57%

1.58%

Supplemental Data

Net assets, end of period (000 omitted)

$ 7,244,489

$ 6,895,940

$ 9,256,205

$ 9,969,086

$ 11,014,291

$ 11,409,912

Portfolio turnover rate

26% A

25%

24%

22%

27%

28%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per-share.

Financial Highlights - Service Class

Six months ended
June 30, 2003

Years ended December 31,

(Unaudited)

2002

2001

2000

1999

1998

Selected Per-Share Data

Net asset value, beginning of period

$ 18.10

$ 22.67

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Income from Investment Operations

Net investment income (loss)E

.17

.32

.31

.37

.38

.36

Net realized and unrealized gain (loss)

1.70

(4.06)

(1.51)

1.46

1.11

2.31

Total from investment operations

1.87

(3.74)

(1.20)

1.83

1.49

2.67

Distributions from net investment income

(.33)

(.34)

(.40)

(.43)

(.38)

(.34)

Distributions from net realized gain

-

(.49)

(1.18)

(1.61)

(.84)

(1.21)

Total distributions

(.33)

(.83)

(1.58)

(2.04)

(1.22)

(1.55)

Redemption fees added to paid in capital

- E,G

- E,G

-

-

-

-

Net asset value, end of period

$ 19.64

$ 18.10

$ 22.67

$ 25.45

$ 25.66

$ 25.39

Total ReturnB,C,D

10.67%

(17.00)%

(5.09)%

8.30%

6.25%

11.54%

Ratios to Average Net AssetsF

Expenses before expense reductions

.67%A

.67%

.68%

.66%

.67%

.68%

Expenses net of voluntary waivers, if any

.67%A

.67%

.68%

.66%

.67%

.68%

Expenses net of all reductions

.66%A

.66%

.67%

.65%

.66%

.67%

Net investment income (loss)

1.89%A

1.60%

1.37%

1.58%

1.47%

1.51%

Supplemental Data

Net assets, end of period (000 omitted)

$ 880,794

$ 771,516

$ 836,017

$ 634,897

$ 437,332

$ 225,145

Portfolio turnover rate

26%A

25%

24%

22%

27%

28%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per-share.

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

Equity-Income Portfolio

Financial Highlights - Service Class 2

Six months ended
June 30, 2003

Years ended December 31,

(Unaudited)

2002

2001

2000 H

Selected Per-Share Data

Net asset value, beginning of period

$ 18.00

$ 22.59

$ 25.41

$ 25.18

Income from Investment Operations

Net investment income (loss) E

.16

.28

.27

.32

Net realized and unrealized gain (loss)

1.68

(4.04)

(1.50)

1.95

Total from investment operations

1.84

(3.76)

(1.23)

2.27

Distributions from net investment income

(.32)

(.34)

(.41)

(.43)

Distributions from net realized gain

-

(.49)

(1.18)

(1.61)

Total distributions

(.32)

(.83)

(1.59)

(2.04)

Redemption fees added to paid in capital

- E,G

- E,G

-

-

Net asset value, end of period

$ 19.52

$ 18.00

$ 22.59

$ 25.41

Total Return B,C,D

10.55%

(17.15)%

(5.23)%

10.19%

Ratios to Average Net AssetsF

Expenses before expense reductions

.82%A

.83%

.84%

.83% A

Expenses net of voluntary waivers, if any

.82%A

.83%

.84%

.83% A

Expenses net of all reductions

.81%A

.82%

.83%

.82% A

Net investment income (loss)

1.74%A

1.44%

1.21%

1.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 583,762

$ 403,632

$ 226,078

$ 39,911

Portfolio turnover rate

26%A

25%

24%

22%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Amount represents less than $.01 per-share.

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

Financial Highlights - Service Class 2R

Six months ended
June 30, 2003

Year ended
December 31,

(Unaudited)

2002F

Selected Per-Share Data

Net asset value, beginning of period

$ 17.99

$ 21.82

Income from Investment Operations

Net investment income (loss) E

.15

.18

Net realized and unrealized gain (loss)

1.69

(4.01)

Total from investment operations

1.84

(3.83)

Distributions from net investment income

(.35)

-

Redemption fees added to paid in capital E,H

-

-

Net asset value, end of period

$ 19.48

$ 17.99

Total Return B,C,D

10.58%

(17.55)%

Ratios to Average Net AssetsG

Expenses before expense reductions

.82% A

.85% A

Expenses net of voluntary waivers, if any

.82% A

.85% A

Expenses net of all reductions

.81% A

.84% A

Net investment income (loss)

1.74% A

1.45% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 915

$ 471

Portfolio turnover rate

26% A

25%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002.

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

H Amount represents less than $.01 per-share.

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

Equity-Income Portfolio

Notes to Financial Statements

For the period ended June 30, 2003 (Unaudited)

1. Significant Accounting Policies.

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

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

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and electronic data processing techniques. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to foreign currency transactions, defaulted bonds, market discount, contingent interest, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 1,703,193,152

|

Unrealized depreciation

(950,439,083)

Net unrealized appreciation (depreciation)

$ 752,754,069

Cost for federal income tax purposes

$ 7,982,621,107

Trading (Redemption) Fees. Service Class 2R shares held less than 60 days are subject to a short-term trading fee equal to 1% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. The custodian bank receives the collateral, which is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Delayed Delivery Transactions and When-Issued Securities. The 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 value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the 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.

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

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

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

Equity-Income Portfolio

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

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

Service Class

$ 393,406

|

Service Class 2

578,824

Service Class 2R

737

$ 972,967

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

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

Initial Class

$ 2,302,677

|

Service Class

269,551

Service Class 2

170,175

Service Class 2R

206

$ 2,742,609

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $171,761 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $477,996 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $980.

9. Other Information.

At the end of the period, FMR or its affiliates were the owners of record of 11% of the total outstanding shares of the fund and one unaffiliated shareholder was the owner of record of 27% of the total outstanding shares of the fund.

Equity-Income Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPEI-SANN-0803
1.705693.105

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Reserved

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

Not applicable.

Item 8. Reserved

Item 9. Controls and Procedures

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

(a)(ii) There was no change in the Fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.

Item 10. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(b)

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

SIGNATURES

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

Variable Insurance Products Fund

By:

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

Date:

August 25, 2003

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

By:

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

Date:

August 25, 2003

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

August 25, 2003